As Filed with the Securities and Exchange Commission on July 21, 2004


                                                     Registration No. 333-115396
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                               AMENDMENT NO. 2 TO
                                    FORM SB-2

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          Gulfport Energy Corporation
                 (Name of small business issuer in its charter)

       Delaware                        1311                       73-1521290
(State or jurisdiction          (Primary Standard             (I.R.S. Employer
   of incorporation                Industrial                Identification No.)
   or organization)              Classification
                                  Code Number)


                        14313 North May Avenue, Suite 100
                          Oklahoma City, Oklahoma 73134
                                 (405) 848-8807
          (Address and telephone number of principal executive offices
                        and principal place of business)

                                  Mike Liddell
          Chairman of the Board, Chief Executive Officer and President
                        14313 North May Avenue, Suite 100
                          Oklahoma City, Oklahoma 73134
                                 (405) 848-8807
            (Name, address and telephone number of agent for service)

                                With a copy to:
                              Seth R. Molay, P.C.
                                  Alex Frutos
                       Akin Gump Strauss Hauer & Feld LLP
                        1700 Pacific Avenue, Suite 4100
                              Dallas, Texas 75201
                            Telephone: (214) 969-2800
                            Facsimile: (214) 969-4343

     Approximate  date  of  proposed  sale to the public: As soon as practicable
after  the  effective  date  of  this  registration  statement.

     If any of the securities being registered on this Form are to be offered on
a  delayed  or continuous basis under Rule 415 under the Securities Act of 1933,
check  the  following  box.  [X]

     If  this  Form  is  filed to register additional securities for an offering
under Rule 462(b) under the Securities Act, check the following box and list the
Securities  Act  registration   statement  number  of   the  earlier   effective
registration  statement  for  the  same  offering.  [  ]

     If  this  Form  is a post-effective amendment filed under Rule 462(c) under
the  Securities  Act,  check  the  following  box  and  list  the Securities Act
registration  statement  number  of the earlier effective registration statement
for  the  same  offering.  [  ]

     If  this  Form  is a post-effective amendment filed under Rule 462(d) under
the  Securities  Act,  check  the  following  box  and  list  the Securities Act
registration  statement  number  of the earlier effective registration statement
for  the  same  offering.  [  ]

     If  delivery of the prospectus is expected to be made under Rule 434, check
the  following  box.  [  ]

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

The  registrant  hereby amends this registration statement on such date or dates
as  may be necessary to delay its effective date until the registrant shall file
a  further  amendment which specifically states that this registration statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act  of  1933, as amended, or until the registration statement shall
become  effective on such date as the Securities and Exchange Commission, acting
under  said  Section  8(a),  may  determine.




                   Subject to Completion, dated July 21, 2004


Prospectus

                          Gulfport Energy Corporation

                        10,000,000 Shares of Common Stock

                        Common Stock Subscription Rights


     We  are  distributing  at  no  charge  to  the  holders of our common stock
transferable  subscription  rights  to purchase up to an aggregate of 10,000,000
shares  of  our  common stock, par value $0.01 per share, at a cash subscription
price  of  $1.20 per  share.  This  rights offering is being made to help fund a
portion  of  our  capital  expenditure  requirements  and  for general corporate
purposes.

     The  total purchase price of shares offered in this rights offering will be
approximately $12,000,000.  You will not be entitled to receive any subscription
rights  unless  you  are  a stockholder of record as of the close of business on
July 16,  2004.


     The subscription rights will expire if they are not exercised by 5:00 p.m.,
Dallas time, on _____________, 2004, the expected expiration date of this rights
offering.  We,  in our sole discretion, may extend the period for exercising the
subscription  rights.  Subscription  rights  that  are  not  exercised  by  the
expiration date of this rights offering will expire and will have no value. Once
a  holder  has  exercised  any  subscription  rights,  such  exercise may not be
revoked.  You  should carefully consider whether or not to exercise or sell your
subscription  rights  before  the  expiration  date.

     There  is  no  minimum  number  of  shares of our common stock that must be
subscribed  for  in  this  rights  offering for it to be completed. Subscription
payments  will  not  be  placed in an escrow account. Once a holder has paid the
subscription  price,  we will not refund any portion of such subscription price.

     Shares  of our common stock are quoted on the NASD OTC Bulletin Board under
the  symbol "GPOR.OB." The closing bid price of our common stock on June 1, 2004
was  $2.50  per  share.



                                            Per Share     Aggregate
                                            ---------     ---------
                                                    
     Subscription  Price                    $1.20          $12,000,000
     Estimated  Expenses                    $0.01          $   110,000
     Net  Proceeds  to  us                  $1.19          $11,890,000


     An  investment  in  our  common  stock  involves risks. You should consider
carefully  the  risk  factors  beginning  on  page  5  in this prospectus before
exercising  or  selling  your  subscription  rights.

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

     Neither  the  Securities  and  Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus  is  truthful  or  complete.  Any representation to the contrary is a
criminal offense. The securities are not being offered in any jurisdiction where
the  offer  is  not  permitted.

                  The date of this prospectus is ________, 2004




                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----

Prospectus  Summary                                                           1

Risk  Factors                                                                 5

Forward-Looking  Statements                                                  10

Use  Of  Proceeds                                                            11

Capitalization                                                               12

Market  For  Common  Stock  And  Related  Stockholder  Matters               13

The  Rights  Offering                                                        14

Management's  Discussion  And  Analysis  Of  Financial
  Condition And Results Of Operations                                        24

Business                                                                     34

Management                                                                   44

Principal  Stockholders                                                      48

Certain  Relationships  And  Related  Transactions                           50

Description  Of  Securities                                                  51

Certain  United  States  Federal  Income  Tax  Consequences                  53

Legal  Matters                                                               54

Experts                                                                      54

Where  You  Can  Find  More  Information                                     54

Index  to  Consolidated  Financial  Statements                             F-55

     You  should  rely  only on the information contained in this prospectus. We
have  not  authorized  anyone  to provide you with information that is different
from  that contained in this prospectus. This prospectus is not an offer to sell
or a solicitation of an offer to buy shares in any jurisdiction where this offer
or  any  sale of shares would be unlawful. The information in this prospectus is
complete  and  accurate only as of the date on the front cover regardless of the
time  of  delivery  of  this  prospectus  or  of  any  sale  of  shares.


                                        i


                               PROSPECTUS SUMMARY

     The  following summary highlights selected information from this prospectus
and  may  not  contain  all  of  the  information that is important to you. This
prospectus  includes  specific  terms  of  this  rights  offering,  as  well  as
information  regarding our business. We encourage you to read this prospectus in
its  entirety. You should pay special attention to the "Risk Factors" section of
this  prospectus. All references to "we," "our," "ours," and "us," or "Gulfport"
in  this  prospectus  are  to  Gulfport Energy Corporation and its subsidiaries,
unless  otherwise  indicated.

                                  Our Company

     Gulfport  is  an independent oil and gas exploration and production company
with  properties  located  along  the  Louisiana  Gulf Coast. Our operations are
concentrated  in  two fields: West Cote Blanche Bay and the Hackberry Fields. We
seek  to  achieve  reserve  growth  and  increase  our  cash flow by undertaking
multiple  drilling  programs  each  year.  In  addition,  we intend to shoot 3-D
seismic  at  our  East Hackberry Field to allow us to undertake drilling at that
field.  As of January 1, 2004, we had 22 MMBOE of proved reserves with a present
value  of  estimated  future  net  revenues, discounted at 10%, of approximately
$210,000,000  and  associated standardized measure of discounted future net cash
flows  of  approximately $194,000,000. We were organized in July 1997 and merged
with  WRT  Energy  Corporation,  a Texas corporation, referred to as Old WRT, on
July  11,  1997  upon  the  consummation of Old WRT's bankruptcy reorganization.

     Our  principal  executive  offices  are  located at 14313 North May Avenue,
Suite  100  Oklahoma  City,  Oklahoma  73134,  and our telephone number is (405)
848-8807.

                         Summary of the Rights Offering

Rights                             We  will   distribute  to   each  stockholder
                                   of  record  of  our  common  stock, as of the
                                   close of business on  July  16,  2004,  at no
                                   charge,  one  transferable subscription right
                                   for each 1.0146 shares of common stock owned,
                                   for  a  total  of   approximately  10,000,000
                                   subscription  rights.

Basic  Subscription Privilege      Each   right  will   enable  its   holder  to
                                   purchase  one  share   of  our  common  stock
                                   at a subscription price  of $1.20.   You  are
                                   not   required   to   exercise   all  of your
                                   subscription  rights   unless  you   wish  to
                                   purchase shares  under your over-subscription
                                   privilege.

Over-Subscription  Privilege       Each holder  of  common  stock  who elects to
                                   exercise  its basic subscription privilege in
                                   full may also subscribe for additional shares
                                   at the same subscription price per  share, to
                                   the extent that other  stockholders  do   not
                                   exercise  their  subscription rights in full.
                                   If  an  insufficient  number  of  shares   is
                                   available     to     fully     satisfy    the
                                   over-subscription  privilege  requests,   the
                                   available  shares will be sold pro rata among
                                   subscription  rights  holders  who  exercised
                                   their  over-subscription  privilege  based on
                                   the number of shares each subscription rights
                                   holder   subscribed  for   under  the   basic
                                   subscription     privilege.    Any     excess
                                   subscription  payments  will   be   returned,
                                   without interest or deduction, promptly after
                                   the  expiration  of  this  rights  offering.

Conditions to the Rights Offering  This  rights  offering  is  subject  to   the
                                   conditions   described  under   "The   Rights
                                   Offering-Conditions to this Rights Offering."

Back-Stop                          CD  Holding,  L.L.C.,  one  of  our principal
                                   stockholders, has  agreed, subject to certain

                                        1


                                   conditions, to back-stop this rights offering
                                   by purchasing any and all  of  the  shares of
                                   our  common  stock offered  in  this   rights
                                   offering that are  not  otherwise  subscribed
                                   for  by  the other  holders  of  subscription
                                   rights.  CD Holding's  obligations  under the
                                   back-stop agreement are  triggered if and  to
                                   the extent  that  all   10,000,000  shares of
                                   common stock offered in this rights  offering
                                   are not subscribed for.  For example, if none
                                   of our stockholders   exercise  their   basic
                                   subscription   privilege,  CD  Holding  would
                                   acquire  all 10,000,000  shares   of   common
                                   stock  offered  in  this rights offering.  If
                                   all  rights are  exercised  under  the  basic
                                   subscription  privilege, CD Holding will  not
                                   purchase any  shares  in the  offering except
                                   the shares  that  CD  Holding  will  purchase
                                   pursuant  to  its  exercise   of  its   basic
                                   subscription   privilege   as   one   of  our
                                   stockholders.  In return for its agreement to
                                   back-stop  this  rights  offering, CD Holding
                                   will be entitled  to receive a commitment fee
                                   equal to 2% of the  gross  proceeds  of  this
                                   rights  offering,  which  CD  Holding, at its
                                   option, may apply  to  the subscription price
                                   payable  upon  its  exercise  of  the  rights
                                   issued to  it  in  this  rights  offering.

Subscription  Price                $1.20 per  share.   For  more  information as
                                   to how the subscription price was determined,
                                   see  "The  Rights  Offering-Reasons  for  the
                                   Rights   Offering   and    Determination   of
                                   Subscription  Price."

Rights  Offering  Record  Date     July 16,  2004.

Expiration  Date                   The  subscription rights  will expire, if not
                                   exercised,  at  5:00  p.m.,  Dallas  time, on
                                   ______, 2004, unless we decide to extend this
                                   rights  offering   until  some   later  time.
                                   Since CD Holding has agreed to back-stop this
                                   rights  offering,  we  do  not anticipate the
                                   need to extend the exercise period.

No  Revocation                     Once  a  holder  of  rights   has   exercised
                                   subscription rights, such exercise may not be
                                   revoked.

Transferability  of  Rights        The subscription rights  will be evidenced by
                                   transferable       subscription        rights
                                   certificates.  The  subscription  rights  are
                                   transferable  until  the close of business on
                                   the last trading day preceding the expiration
                                   date.  However, we can give no assurance that
                                   a  market  for  the  subscription rights will
                                   develop  or,  if  a  market does develop, how
                                   long  it  will  continue.   See  "The  Rights
                                   Offering-Method  of  Transferring and Selling
                                   Subscription  Rights."

Procedure  For  Exercising Rights  You may  exercise your subscription rights by
                                   properly    completing   and   signing   your
                                   subscription  rights  certificate.  You  must
                                   deliver  your subscription rights certificate
                                   with  full  payment of the subscription price
                                   to  the subscription agent on or prior to the
                                   expiration  date  of this rights offering. If
                                   you  use  the mail, we recommend that you use
                                   insured,  registered  mail,   return  receipt
                                   requested.   If   you  cannot   deliver  your
                                   subscription   rights   certificate   to  the
                                   subscription  agent  on  time, you may follow
                                   the  guaranteed delivery procedures described
                                   under    "The   Rights    Offering-Guaranteed
                                   Delivery Procedures." Once you have exercised
                                   your  basic  subscription  privilege  or your
                                   over-subscription   privilege,  you  may  not
                                   revoke your exercise. Subscription rights not
                                   exercised  prior  to  the  expiration of this
                                   rights  offering  will  have  no  value.

                                        2


How  Rights  Holders Can
Exercise Subscription Rights
Through Others                     If you hold  shares of our common stock as of
                                   the  rights  offering  record  date through a
                                   broker,  custodian  bank or other nominee, we
                                   will ask your broker, custodian bank or other
                                   nominee  to   notify   you  of   this  rights
                                   offering.  If  you  wish  to sell or exercise
                                   your  subscription  rights,  you will need to
                                   have  your  broker,  custodian  bank or other
                                   nominee   act   for  you.  To  indicate  your
                                   decision,  you  should complete and return to
                                   your  broker, custodian bank or other nominee
                                   the  form entitled "Beneficial Owner Election
                                   Form."  You  should  receive  this  form from
                                   your  broker, custodian bank or other nominee
                                   with  the  other subscription rights offering
                                   materials.  You  should  contact your broker,
                                   custodian bank or other nominee if you do not
                                   receive  this  form,  but you believe you are
                                   entitled  to   participate   in  this  rights
                                   offering.

Certain United States Federal
Income Tax Consequences            For   United  States   federal   income   tax
                                   purposes,  the receipt of subscription rights
                                   in  this  rights offering and the exercise of
                                   the  subscription  rights  should  not  be  a
                                   taxable  event.  You should, however, consult
                                   your  own financial and tax advisor.

Issuance of Our Common Stock       We   will   issue  certificates  representing
                                   shares  of our common stock purchased in this
                                   rights  offering as soon as practicable after
                                   the  expiration  of  this  rights  offering.

No  Recommendation  To
Rights  Holders                    We  are not making  any recommendations as to
                                   whether  or  not  you  should  subscribe  for
                                   shares of our common stock. You should decide
                                   whether  to  subscribe  for such shares based
                                   upon  your  own   assessment  of  your   best
                                   interests  and  after  considering all of the
                                   information in this prospectus, including the
                                   "Risk  Factors"  section  of this prospectus.
                                   You  should  not  view  the  agreement  of CD
                                   Holding  to back-stop this rights offering as
                                   a recommendation or other indication that the
                                   exercise  or sale of your subscription rights
                                   is  in  your  best  interests.

OTC  Bulletin  Board  Symbol
For  Our  Common  Stock            "GPOR.OB"

Market  For  Our Common Stock      On April 13, 2004, the last trading day prior
                                   to  the decision of our board of directors to
                                   commence  this  rights  offering, the closing
                                   bid  price  of  our  common  stock on the OTC
                                   Bulletin Board, was $3.10 per share.  On June
                                   1,  2004,  the  closing  price  of our common
                                   stock on the OTC Bulletin Board was $2.50 per
                                   share.

Use  of Proceeds                   Our total  gross  proceeds  from  this rights
                                   offering  will be approximately  $12,000,000.
                                   The  net  cash  proceeds  from  this   rights
                                   offering are  estimated  to be  approximately
                                   $11,890,000   minus   the   amount   of   any
                                   outstanding borrowings under our $3.0 million
                                   revolving credit  facility  with  CD  Holding
                                   that  CD  Holding  elects   to   apply to the
                                   subscription   price   for  rights  that   it
                                   exercises in this rights  offering.  The  net
                                   proceeds will be used  primarily  to  fund  a
                                   portion of our currently proposed seismic and
                                   drilling  programs.  To  the  extent  that CD
                                   Holding pays  cash upon the exercise  of  its
                                   rights rather than  reduces  the  outstanding
                                   obligations under  its  credit  facility,  we
                                   also intend  to use  a  portion  of  the  net
                                   proceeds to repay any remaining balance under

                                        3


                                   that credit  facility  which we entered into
                                   on  April  30, 2004.

Subscription Agent                 The  subscription  agent  is  UMB  Bank, N.A.

                                   The  address for delivery to the subscription
                                   agent  are  as  follows:

                                   UMB  Bank,  N.A.
                                   Corp  Trust  Department
                                   2401  Grand  Blvd.
                                   Kansas  City,  MO  64108

                                   You  may call the subscription agent at (816)
                                   860-3020.

                                   Your  delivery  to  an address other than the
                                   address  set  forth above will not constitute
                                   valid  delivery.

Amendment  and  Termination        Our board  of  directors  may,  in  its  sole
                                   discretion, amend the terms and conditions of
                                   this  rights offering or terminate the rights
                                   offering  and  revoke  the rights at any time
                                   prior to the expiration date.  In  the  event
                                   of a material change in the terms, conditions
                                   or   plan  of  distribution  of  this  rights
                                   offering,  we  will  redistribute  an amended
                                   prospectus to  stockholders  of record of our
                                   common stock.  Since CD Holding has agreed to
                                   back-stop this  rights  offering,  we  do not
                                   anticipate  the  need  to extend the exercise
                                   period.

Dilution                           To the extent a stockholder does not exercise
                                   its rights in full, such stockholder's voting
                                   power  and  percentage equity interest in us,
                                   including  its  percentage  interest  in  any
                                   future  earnings,  would  suffer  substantial
                                   dilution.

Common  Stock  Outstanding         10,146,566  shares  issued and outstanding as
                                   of June 1, 2004.

Common Stock Outstanding after
the Rights Offering                20,146,566  shares  issued  and   outstanding
                                   (assuming all  rights are exercised and based
                                   upon  actual shares issued and outstanding as
                                   of  June 1,  2004).

     For  additional  information  concerning  the  subscription rights and our
common  stock,  see  "The  Rights  Offering"  below.

                                  Risk Factors

     You should carefully consider the information  under "Risk Factors" and all
other  information  in  this prospectus before deciding to exercise or sell your
subscription  rights.

                                        4


                                  RISK FACTORS

     The  value  of  your  investment  will  be subject to the significant risks
inherent  in  our  business.  You  should  carefully  consider  the  risks  and
uncertainties  described below and other information included in this prospectus
before  exercising  your  rights  and purchasing our common stock. If any of the
events  described  below  occur,  our  business  and  financial results could be
adversely  affected in a material way. This could cause the trading price of our
common  stock  to decline, perhaps significantly, and you therefore may lose all
or  part  of  your  investment.

Risks  Related  to  Our  Business  and  Industry

Our method of accounting for investments in oil and gas properties may result in
impairment  of  asset  value.

     We use the full cost method of accounting for our investment in oil and gas
properties.  Under the full cost method of accounting, all costs of acquisition,
exploration and development of oil and gas reserves are capitalized into a "full
cost  pool"as  incurred,  and properties in the pool are depleted and charged to
operations  using  the  units-of-production method based on the ratio of current
production  to  total  proved  oil  and  gas  reserves.  To the extent that such
capitalized  costs,  net of depletion and amortization, exceed the present value
of  estimated  future  net  revenues, discounted at 10%, from proved oil and gas
reserves, after income tax effects, such excess costs are charged to operations.
Once  incurred,  a  write  down of oil and gas properties is not reversible at a
later  date,  even  if  oil  or  gas  prices  increase.

The  volatility  of oil and gas prices due to factors beyond our control greatly
affects  our  profitability.

     Our  revenues,  operating results, profitability, future rate of growth and
the  carrying  value  of  our  oil  and gas properties depend primarily upon the
prevailing prices for oil and gas. Historically, oil and natural gas prices have
been  volatile  and are subject to fluctuations in response to changes in supply
and  demand,  market  uncertainty  and  a variety of additional factors that are
beyond  our  control. The NYMEX spot prices for crude oil and natural gas at the
close  of  business on December 31, 2001 were $19.84 per Bbl and $2.57 per Mmbtu
and at December 31, 2003 were $32.52 per Bbl and $6.19 per Mmbtu. The NYMEX spot
prices  for crude oil and natural gas at the close of business on April 15, 2004
were $37.55 per Bbl and $5.74 per Mmbtu. Any substantial decline in the price of
oil  and  gas  will  likely  have  a  material adverse effect on our operations,
financial condition and level of expenditures for the development of its oil and
gas  reserves,  and  may  result  in  additional  writedowns  of  the  Company's
investments  due to ceiling test limitations. The marketability of the Company's
production  depends  in  part  upon  the availability, proximity and capacity of
gathering  systems,  pipelines  and  processing  facilities.  Federal  and state
regulation  of  oil  and  gas  production  and  transportation, general economic
conditions, tax and energy policies, changes in supply and changes in demand all
could  adversely  affect the Company's ability to produce and market its oil and
gas.  If market factors were to change dramatically, the financial impact on the
Company  could be substantial. The availability of markets and the volatility of
product  prices  are  beyond  the  control  of  the Company and thus represent a
significant  risk.

     Historically,  the  markets for oil and gas have been volatile and they are
likely  to  continue to be volatile. Wide fluctuations in oil and gas prices may
result  from  relatively  minor  changes in the supply of and demand for oil and
natural  gas,  market uncertainty and other factors that are beyond our control,
including:

     -     worldwide  and  domestic  supplies  of  oil  and  gas;

     -     weather  conditions;

     -     the  level  of  consumer  demand;

     -     the  price  and  availability  of  alternative  fuels;

     -     risks  associated  with  owning  and  operating  drilling  rigs;

     -     the  availability  of  pipeline  capacity;

     -     the  price  and  level  of  foreign  imports;

                                        5


     -     domestic  and  foreign  governmental  regulations  and  taxes;

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

     -     political instability or armed conflict in oil-producing regions; and

     -     the  overall  economic  environment.

     These  factors  and  the volatility of the energy markets make it extremely
difficult  to  predict  future  oil  and gas price movements with any certainty.
Declines  in  oil and gas prices would not only reduce revenue, but could reduce
the  amount  of  oil  and gas that we can produce economically and, as a result,
could  have  a  material  adverse  effect on our financial condition, results of
operations  and  reserves.

     In  accordance  with  customary  industry  practice, we rely on independent
third party service providers to provide most of the services necessary to drill
new  wells,  including  drilling  rigs  and  related   equipment  and  services,
horizontal drilling equipment and services, trucking services, tubulars, fracing
and  completion  services and production equipment. The industry has experienced
significant  price  increases  for  these services during the last year and this
trend is expected to continue into the future. These cost increases could in the
future  significantly  increase the Company's development costs and decrease the
return  possible  from  drilling and development activities, and possibly render
the  development  of  certain  proved  undeveloped  reserves  uneconomical.

Our  success  depends  on  acquiring  or  funding  additional  reserves.

     Our  future  success  depends  upon our ability to find, develop or acquire
additional  oil  and  gas reserves that are economically recoverable. The proved
reserves  of the Company will generally decline as reserves are depleted, except
to  the  extent  that the Company conducts successful exploration or development
activities  or  acquires  properties  containing  proved  reserves,  or both. To
increase  reserves  and  production,  the  Company   must  commence  exploratory
drilling,  undertake  other  replacement  activities or utilize third parties to
accomplish  these  activities.  There  can  be  no  assurance, however, that the
Company  will  have  sufficient  resources  to undertake these actions, that the
Company's  exploratory  projects  or other replacement activities will result in
significant  additional  reserves or that the Company will have success drilling
productive wells at low finding and development costs. Furthermore, although the
Company's  revenues  may  increase  if  prevailing  oil  and gas prices increase
significantly,  the  Company's  finding costs for additional reserves could also
increase.

Estimates  of oil and gas reserves are uncertain and may vary substantially from
actual  production.

     There  are  numerous  uncertainties  inherent  in  estimating quantities of
proved  reserves  and  in  projecting  future  rates of production and timing of
expenditures, including many factors beyond our control. The reserve information
set forth in this prospectus represents only estimates based on reports prepared
by  Netherland,  Sewell  &  Associates,  Inc.,  as of January 1, 2004. Petroleum
engineering  is  not  an  exact  science.  Information relating to the Company's
proved  oil  and  gas reserves is based upon engineering estimates. Estimates of
economically  recoverable  oil  and  gas  reserves  and of future net cash flows
necessarily  depend  upon  a number of variable factors and assumptions, such as
historical  production  from  the  area  compared  with  production  from  other
producing areas, the assumed effects of regulations by governmental agencies and
assumptions  concerning  future  oil  and  gas  prices,  future operating costs,
severance  and  excise  taxes,  capital  expenditures  and workover and remedial
costs, all of which may in fact vary considerably from actual results. For these
reasons,  estimates  of  the  economically recoverable quantities of oil and gas
attributable  to  any  particular  group  of properties, classifications of such
reserves  based  on  risk of recovery and estimates of the future net cash flows
expected  therefrom  prepared by different engineers or by the same engineers at
different  times  may  vary  substantially.  Actual  production,  revenues   and
expenditures  with  respect  to  the  Company's  reserves  will likely vary from
estimates,  and  such  variances  may  be  material.

                                        6


Operating  hazards  and  uninsured  risks  may  result  in  substantial  losses.

     The  Company's  operations  are subject to all of the hazards and operating
risks inherent in drilling for and production of oil and gas, including the risk
of  fire,  explosions,  blow-outs, pipe failure, abnormally pressured formations
and  environmental hazards such as oil spills, gas leaks, ruptures or discharges
of  toxic  gases.  The  occurrence  of  any  of  these  events  could  result in
substantial  losses  to the Company due to injury or loss of life, severe damage
to  or  destruction  of  property, natural resources and equipment, pollution or
other  environmental damage, clean-up responsibilities, regulatory investigation
and  penalties  and  suspension  of  operations.  In  accordance  with customary
industry practice, the Company maintains insurance against some, but not all, of
these  risks.  There  can be no assurance that any insurance will be adequate to
cover  any  losses  or  liabilities.  The  Company  cannot predict the continued
availability  of  insurance,  or its availability at premium levels that justify
its  purchase.  In  addition, the Company may be liable for environmental damage
caused  by  previous  owners  of  properties  purchased  by  the  Company, which
liabilities  would  not  be  covered  by  insurance.

Our  operations  are  subject  to various governmental regulations which require
compliance  that  can  be  burdensome  and  expensive.

     The  Company's oil and gas operations are subject to various federal, state
and  local  governmental  regulations  which may be changed from time to time in
response  to  economic  and  political conditions. Matters subject to regulation
include  discharge  permits  for  drilling  operations,  drilling bonds, reports
concerning  operations,  the  spacing  of  wells,  unitization  and  pooling  of
properties  and  taxation.  From  time to time, regulatory agencies have imposed
price  controls and limitations on production by restricting the rate of flow of
oil  and  gas wells below actual production capacity to conserve supplies of oil
and  gas.  In  addition,  the  production, handling, storage, transportation and
disposal  of oil and gas, by-products thereof and other substances and materials
produced  or  used  in  connection  with  oil  and gas operations are subject to
regulation  under  federal,  state  and  local  laws  and  regulations primarily
relating  to  protection  of  human  health  and the environment. These laws and
regulations  have continually imposed increasingly strict requirements for water
and  air  pollution control and solid waste management. Significant expenditures
may  be  required to comply with governmental laws and regulations applicable to
the  Company.  The  Company  believes  the  trend of more expansive and stricter
environmental  legislation  and  regulations  will  continue.

We  face  extensive  competition  in  our  industry.

     The  Company  operates  in  a  highly  competitive environment. The Company
competes  with  major  and  independent oil and gas companies, many of whom have
financial  and other resources substantially in excess of those available to the
Company.  These  competitors  may  be  better  positioned  to  take advantage of
industry  opportunities and to withstand changes affecting the industry, such as
fluctuations  in  oil  and  gas  prices  and  production,  the  availability  of
alternative  energy  sources  and  the  application  of  government  regulation.

Risks  Related  to  Our  Common  Stock

The  control  of  the Company by officers, directors and controlling stockholder
may  limit  or  preclude  the  control  exercised  by  other  stockholders.

     As  of June 1, 2004, the Company's executive officers and directors, in the
aggregate, beneficially own approximately 12.5% of our outstanding common stock.
Additionally,  Mr.  Davidson  beneficially   owns  approximately  67.2%  of  our
outstanding  common  stock. As a result, these stockholders acting together are,
and  after  completion  of  this  rights  offering, depending on the exercise of
subscription  rights  by  the holder of the rights, will continue to be, able to
control  most  matters  requiring  approval  by the stockholders of the Company,
including  the election of directors. Such a concentration of ownership may have
the  effect  of  delaying  or  preventing  a  change  in control of the Company,
including  transactions  in which stockholders might otherwise receive a premium
for  their  shares over then current market prices. See "Management," "Principal
Stockholders"  and  "Description  of  Securities."

                                        7


We  could  issue additional preferred stock which could be entitled to dividend,
liquidation  and  other  special rights and preferences not shared by holders of
our  common  stock  or  which  could  have  anti-takeover  effects.

     The  Company  is  authorized  to  issue up to 5,000,000 shares of preferred
stock,  par  value  $.01  per share (the "Preferred Stock"). Shares of Preferred
Stock  may  be  issued  from  time to time in one or more series as the Board of
Directors,  by  resolution or resolutions, may from time to time determine, each
of  said  series  to be distinctively designated. The voting powers, preferences
and  relative,  participating,  optional  and  other  special  rights,  and  the
qualifications, limitations or restrictions thereof, if any, of each such series
of  Preferred  Stock  may  differ  from  those  of  any  and all other series of
Preferred  Stock at any time outstanding, and, subject to certain limitations of
the  Company's Certificate of Incorporation and the Delaware General Corporation
Law  (the  "DGCL"),  the  Board  of Directors may fix or alter, by resolution or
resolutions,  the  designation, number, voting powers, preferences and relative,
participating,  optional   and   other   special  rights,   and  qualifications,
limitations  and  restrictions thereof, of each such series Preferred Stock. The
issuance  of  any  such  Preferred  Stock  could materially adversely affect the
rights  of holders of our common stock and, therefore, could reduce the value of
our  common  stock.

     The  Company  has  designated  30,000  shares  of  its  Preferred  Stock as
Cumulative  Preferred  Stock,  Series A and had 12,533.58 shares of our Series A
preferred  stock outstanding as of March 31, 2004. Holders of Series A preferred
stock  are  entitled  to receive dividends at the rate of 12% of the liquidation
preference  per annum payable quarterly in cash or, at the option of the Company
for  all  quarters  ending on or prior to March 31, 2004, payable in whole or in
part  in additional shares of Series A preferred stock at the rate of 15% of the
liquidation  preference  per  annum.  For  all  quarters  after  March 31, 2004,
dividends  are  payable  in cash. However, the Board of Directors of the Company
has  approved  and  the  Company  has  received  the  consent  of holders of the
requisite  number  of shares of Series A preferred stock to the amendment of the
Company's  Certificate  of  Designation  with  respect to the Series A preferred
stock to give the Company the ability to pay dividends on the Series A preferred
stock  with  additional  shares of Series A preferred stock after March 31, 2004
for  so  long  as  such  shares  remain  outstanding  and prior to the mandatory
redemption  date.  Upon  a  liquidation  of  the  Company,  whether voluntary or
mandatory,  the shares of Series A preferred stock will rank prior to the shares
of  our  common  stock.  Consequently,  holders of Series A preferred stock will
receive distributions in an amount per share equal to $1,000 and all accrued and
unpaid  dividends thereon, whether or not declared or payable, before holders of
our  common  stock  will  receive  any  distribution.

     In  addition,  specific rights granted to future holders of Preferred Stock
could  be  used  to  restrict  the  Company's ability to merge with, or sell its
assets  to,  a  third  party.  The  ability  of  the Board of Directors to issue
Preferred  Stock  could  discourage, delay or prevent a takeover of the Company,
thereby  preserving  control  of  the  Company  by  the  current  stockholders.

Our common stock traded over the counter and we can give no assurances as to the
market  for  it.

     Shares  of  our common stock are quoted on the NASD OTC Bulletin Board. The
rights  are  transferable,  but  will  not  be  listed  for  trading  in  the
over-the-counter or any other market. We can give you no assurance that a market
for  the subscription rights will develop or, if a market does develop, how long
it  will  continue.

The  subscription  price  was  determined  by the Board of Directors in its sole
discretion.

     The  subscription  price  for  each  share of our common stock to be issued
pursuant  to  the  rights  offering  will  be  $1.20. The Subscription Price was
determined  by the Company. In determining the Subscription Price, consideration
was  given  to such factors as the current market price of our common stock, the
availability  of  financing  alternatives and the level, volatility of commodity
prices  and the ability to secure an agreement from CD Holding to back-stop this
rights  offering.  The Subscription Price should not be considered an indication
of  the  actual  value  of  the  Company  or  our  common stock. There can be no
assurance  that the market price of our common stock will not decline during the
subscription  period  or  that,  following the issuance of the common stock upon
exercise  of  rights, a subscribing holder of rights will be able to sell shares
of  common stock purchased in the rights offering at a price equal to or greater
than  the  Subscription  Price.

                                        8


Non-participants  in  the  offering  will  suffer  substantial  dilution

     To  the  extent  a  stockholder  does not exercise its rights in full, such
stockholder's  voting  power  and  percentage  equity  interest  in the Company,
including  its  percentage   interest  in  any   future  earnings,  will  suffer
substantial  dilution.  Assuming all subscription rights are subscribed for on a
pro  rata  basis by all of the stockholders to whom the subscription rights were
issued, no shares would be exercisable in the over-subscription privilege and CD
Holding  would  not be required to purchase any shares pursuant to its agreement
to  back-stop  this  rights  offering  and  CD  Holding's  resulting  beneficial
ownership,  together  with  that  of its affiliates, would be 67.2%. Assuming CD
Holding  is  the  only  stockholder to acquire shares of our common stock, which
number  of shares is equivalent to the full number of shares of our common stock
it  would  have  been  entitled  to  subscribe  for  in  this rights offering in
accordance with its basic subscription privilege, and, through the back-stop, CD
Holding acquires all of the remaining shares offered in this rights offering, CD
Holding's  resulting beneficial ownership, together with that of its affiliates,
would  be  90.2%.

We  do  not  currently  pay  dividends on our common stock and do not anticipate
doing  so  in  the  future.

     The Company has paid no cash dividends on its common stock, and there is no
assurance  that  the  Company  will  achieve  sufficient  earnings  to  pay cash
dividends  on  its common stock in the future. The Company intends to retain any
earnings  to  fund  its  operations.  Therefore, the Company does not anticipate
paying  any  cash  dividends  on  the common stock in the foreseeable future. In
addition,  the  terms  of  the  Company's  outstanding  Series A preferred stock
prohibit  the  payment  of  any  dividends  to  the holders of its common stock.

Subscriptions,  once  exercised,  will  be  irrevocable.

     The  election  to  exercise  rights is irrevocable. Stockholders exercising
rights  could be committed to buying shares of common stock above the prevailing
market  price.  Until  certificates  representing  such  shares  are  delivered,
subscribing  rights  holders  may  not be able to sell such shares. Certificates
representing  shares  of  common  stock purchased in the rights offering will be
delivered  by  mail  as  soon  as  practicable following the Expiration Date. No
interest  will be paid to rights' holders on funds delivered to the Subscription
Agent  pursuant  to the exercise of rights pending delivery of such certificates
and  return  of any excess funds not applied to the purchase of shares. Further,
subscriptions  payments  will  not be placed in an escrow account. Once a holder
has  paid  the  subscription  price,  we  will  not  refund  any portion of such
subscription  price,  even  if the rights offering is terminated before we raise
$12,000,000.

There  are material federal income tax considerations that should be considered.

     Holders  of our common stock should recognize no income or gain for federal
income  tax  purposes  upon  the  receipt,  exercise  or  lapse  of  the rights.
Nevertheless,  the federal income tax treatment of the distribution of rights to
holders  of our common stock and any subsequent exercise or lapse of such rights
is  subject  to  some  uncertainty.  In addition, purchasers of our common stock
should  consider the federal income tax implications arising from the payment of
dividends  on  or  the  sale  of shares of our common stock. See "Certain United
States  Federal  Income  Tax  Consequences"  for  a  more detailed discussion of
certain  federal  income tax consequences resulting from the purchase, ownership
and  disposition  of  rights  and  shares  of  our  common  stock.

A  change  of  control  could  limit  the Company's use of net operating losses.

     As  of March 31, 2004, the Company has accrued a net operating loss ("NOL")
carry  forward  of  approximately  $98,000,000.  The  Company  believes that the
distribution  and  exercise  of  rights received in the rights offering will not
result  in an ownership change within the meaning of Section 382 of the Internal
Revenue  Code.  However,  transfers  of  the Company's stock in the future could
result  in  such an ownership change. In such a case, the ability of the Company
to  use  its NOLs accrued through the ownership change date could be limited. In
general, the amount of NOL the Company could use for any tax year after the date
of  the  ownership  change  would  be  limited  to the value of the stock of the
Company (as of the ownership change date) multiplied by the long-term tax-exempt
rate.

                                        9


                           FORWARD-LOOKING STATEMENTS

     This prospectus 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  prospectus  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 this prospectus 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.  We have no intention, and disclaim any obligation, to update or
revise  any  forward looking statements, whether as a result of new information,
future  results  or  otherwise.
















                                       10


                                 USE OF PROCEEDS

     Our  gross  proceeds  from  this  rights  offering  will  be  approximately
$12,000,000. The net cash proceeds from this rights offering are estimated to be
approximately  $11,890,000  minus the amount of any outstanding borrowings under
our  $3.0  million  revolving  credit  facility  with CD Holding that CD Holding
elects  to  apply to the subscription price for rights that it exercises in this
rights  offering.  As  of  the  date  of  this  prospectus,  we  had outstanding
borrowings  of  $500,000  under  this  facility.


     The  net proceeds will be used primarily to fund a portion of our currently
proposed  seismic  and  drilling  programs.  We have budgeted approximately $4.5
million for a 3-D seismic survey at our East Hackberry Field, approximately $9.6
million  for  drilling 12 wells at West Cote Blanche Bay (of which approximately
$800,000 has been expended to date) and approximately $1.0 million for workovers
on ten wells in the WCBB field. To the extent that CD Holding pays cash upon the
exercise of its rights rather than reduces the outstanding obligations under its
credit  facility,  we  also intend to use a portion of the net proceeds to repay
any  remaining balance under that credit facility which we entered into on April
30, 2004. The $3,000,000 revolving credit facility matures on the earlier of the
closing  of  this  rights  offering and August 1, 2005 and bears interest at the
rate of 10.0% per annum. The borrowings under the revolving credit facility were
used  to  fund  a  portion of our drilling program. The credit facility provides
that  if  this  rights  offering  is  not completed, CD Holding has the right to
convert  any  borrowings plus any accrued but unpaid interest under the facility
into  shares  of our common stock at a conversion price equal to $1.20 per share
of  common  stock.

     Pending  the above uses, we may repay outstanding borrowings under our line
of  credit  with  the Bank of Oklahoma, which matures on July 1, 2004. We expect
that  this  line  of credit will be extended and that any amounts repaid will be
available  to  us for the uses described above. Amounts borrowed under this line
of  credit bear interest at the prime rate charged from time to time by JPMorgan
Chase  plus  1%,  with payments of interest on outstanding balances due monthly.
The outstanding balance under this credit facility was $2.2 million at March 31,
2004.






















                                       11


                                 CAPITALIZATION

     The following table sets forth our capitalization as of March 31, 2004, and
each  as  adjusted  to  reflect the sale of all 10,000,000 shares in this rights
offering and the application of the net proceeds from this rights offering as if
such  sale  had  occurred  on  March  31,  2004.  The  table  should  be read in
conjunction  with  our  consolidated financial statements and the notes to those
financial  statements  included  in  this  prospectus.




                                                    As of March 31, 2004
                                                   -----------------------
                                                 Actual          As Adjusted
                                                 ------          -----------
                                                                 (Unaudited)
                                                                 -----------
                                       (Dollars in Thousands, Except Share Data)
                                                             
Current  maturities  of  long-term  debt        $   2,311          $   2,311
                                                =========          =========

Redeemable  12%  cumulative  preferred
  stock,  Series  A, $0.01 par value, with
  redemption  and liquidation value of
  $1,000 per share; 30,000 authorized,
  12,534 issued  and  outstanding,
  actual  and  as  adjusted                     $  12,534          $  12,534
                                                ---------          ---------
      Total  long-term  liabilities             $  14,845          $  14,845

Stockholders'  equity:
  Common  stock,  $0.01  par  value,.
    20,000,000 authorized, 10,146,566
    issued and outstanding  and  20,146,566
    issued  and  outstanding  as  adjusted            101                201
   Additional  paid  in  capital                   84,192             96,092
   Accumulated  deficit                           (51,105)           (51,105)
                                                ---------          ---------
      Total  Stockholders'  equity                 33,188             45,188
                                                ---------          ---------
        Total  capitalization                   $  48,033          $  60,033
                                                =========          =========









                                       12

                          MARKET FOR COMMON STOCK AND
                          RELATED STOCKHOLDER MATTERS

     Our  common stock is traded on the NASD OTC Bulletin Board under the symbol
"GPOR.OB."  The following table sets forth the high and low sales prices for our
common  stock  in  each  quarter:



             Year Ended December 31, 2004                        Low       High
                                                                 ---       ----
                                                                    
               First  Quarter                                   $2.80     $3.40
               Second  Quarter  (through  June 1,  2004)        $2.50     $3.10


             Year Ended December 31, 2003                        Low       High
                                                                 ---       ----
               First  Quarter                                   $2.50     $3.00
               Second  Quarter                                  $2.60     $3.40
               Third  Quarter                                   $2.69     $2.80
               Fourth  Quarter                                  $2.75     $3.30


             Year Ended December 31, 2002                        Low       High
                                                                 ---       ----
               First  Quarter                                   $3.50     $5.40
               Second  Quarter                                  $2.80     $4.20
               Third  Quarter                                   $2.75     $3.65
               Fourth  Quarter                                  $2.10     $3.05


     The  above  quotations reflect inter-dealer prices, without retail mark-up,
mark-down  or  commissions  and  may  not  represent  actual  transactions.

Holders  of  Record

     At  the close of business on June  1, 2004,  there were 396 stockholders of
record  holding  10,146,566  shares  of  our  outstanding  common  stock.

Dividend  Policy

     Gulfport  has  never  paid  dividends  on  its  common stock.  We currently
intends to retain all earnings to fund our operations.  Therefore, Gulfport does
not  intend  to  pay  any  cash dividends on the common stock in the foreseeable
future.  In  addition,  the  terms  of Gulfport's outstanding Series A preferred
stock  prohibit the payment of any dividends to the holders of our common stock.






                                       13

                               THE RIGHTS OFFERING

The  Rights

     We  will  distribute  to  each  holder  of our common stock who is a record
holder  of  our  common stock as of the close of business on the rights offering
record  date,  which  is  July  16,  2004,  at  no  charge,   one   transferable
subscription  right for each 1.0146 shares of common stock owned, for a total of
approximately  10,000,000  subscription  rights. The subscription rights will be
evidenced  by  transferable  subscription rights certificates. Each subscription
right  will  allow  you  to purchase one share of our common stock at a price of
$1.20.  If  you elect to exercise your basic subscription privilege in full, you
may  also  subscribe,  at  the  subscription price, for additional shares of our
common  stock  under  your  over-subscription  privilege. We have not engaged an
underwriter  in  connection  with  this  rights  offering.

Determination  of  Subscription  Price

     The subscription price for a share of common stock to be issued on exercise
of  a right will be $1.20. The subscription price was determined by the Company.
In  determining  the subscription price, consideration was given to such factors
as  the  current market price of our common stock, the availability of financing
alternatives,  the  level  and volatility of commodity prices and the ability to
secure  an  agreement  from  CD  Holding  to back-stop this rights offering. The
subscription price should not be considered an indication of the actual value of
the Company or the common stock. There can be no assurance that the market price
of  the  common  stock  will not decline during the subscription period or that,
following  the  issuance of shares upon exercise of rights, a subscribing rights
holder  will  be  able  to  sell  shares of common stock purchased in the rights
offering  at  a  price  equal  to  or  greater  than  the subscription price.

No Fractional  Rights

     No  fractional  rights  or cash in lieu thereof will be issued or paid, and
the  number of rights distributed to each holder of common stock will be rounded
up  to  the  nearest  whole  number  of  rights.  Because  the  number of rights
distributed  to  each  record  holder  will  be  rounded up to the nearest whole
number,  beneficial  owners  of  common stock who are also the record holders of
such  shares  may receive more rights than beneficial owners of common stock who
are  not  the  record  holders  of  their  shares.

     You may request that the subscription agent divide your subscription rights
certificate  into transferable parts, for instance, if you are the record holder
for  a  number  of  beneficial  holders  of  our  common  stock.  However,  the
subscription  agent will not divide your subscription rights certificate so that
you  would  receive  any  fractional  subscription  rights.

Expiration  of  the  Rights  Offering

     You  may  exercise  your  subscription rights at any time before 5:00 p.m.,
Dallas  time,  on _________, 2004, the expiration date for this rights offering.
We  may, in our sole discretion, extend the time for exercising the subscription
rights. We may extend the expiration date of this rights offering by giving oral
or  written  notice  to  the  subscription  agent  on  or  before  the scheduled
expiration  date.  If we elect to extend the expiration of this rights offering,
we will issue a press release announcing such extension no later than 9:00 a.m.,
Dallas  time,  on  the  next  business  day  after  the  most recently announced
expiration  date.  In the event of a material change in the terms, conditions or
the  plan  of  distribution  of  this  rights  offering, we will redistribute an
amended  prospectus  to  stockholders  of  record  of our common stock. Since CD
Holding  has  agreed to back-stop this rights offering, we do not anticipate the
need  to  extend  the  exercise  period.

     If  you do not exercise your subscription rights before the expiration date
of  this  rights offering, your unexercised subscription rights will be null and
void.  We will not be obligated to honor your exercise of subscription rights if
the  subscription  agent  receives the documents relating to your exercise after
this  rights offering expires, regardless of when you transmitted the documents,
except  if  you  have  timely  transmitted  the  documents  under the guaranteed
delivery  procedures  described  below.

                                       14


Subscription  Privileges

     Your  subscription rights entitle you to a basic subscription privilege and
an over-subscription  privilege.

     Basic  Subscription  Privilege. With your basic subscription privilege, you
may purchase one share of our common stock per subscription right, upon delivery
of  the  required  documents  and payment of the subscription price of $1.20 per
share.  You  are not required to exercise all of your subscription rights unless
you  wish  to  purchase  shares  under your over-subscription privilege. We will
deliver  to  you  or  your  broker certificates representing the shares that you
purchased  with  your  basic subscription privilege as soon as practicable after
this  rights  offering  has  expired.

     Over-Subscription  Privilege.  In  addition  to  your  basic   subscription
privilege,  you  may  subscribe  for additional shares of our common stock, upon
delivery  of  the  required  documents  and payment of the subscription price of
$1.20  per  share,  before  the expiration of this rights offering. You may only
exercise  your   over-subscription   privilege  if  you  exercised   your  basic
subscription  privilege  in  full.

     Pro  Rata Allocation. If there are not enough shares of our common stock to
satisfy  all  subscriptions  made under the over-subscription privilege, we will
allocate  the  remaining  shares of our common stock pro rata, after eliminating
all  fractional  shares,  among  those  over-subscribing  rights  holders.  "Pro
rata"means  in  proportion  to the number of shares of our common stock that you
and  the  other  subscription  rights  holders have purchased by exercising your
basic  subscription  privileges.  If  there  is  a  pro  rata  allocation of the
remaining  shares of our common stock and you receive an allocation of a greater
number of shares than you subscribed for under your over-subscription privilege,
then we will allocate to you only the number of shares for which you subscribed.
We  will  allocate  the  remaining  shares  pro  rata  among  all  other holders
exercising  their  over-subscription  privileges.

     Full  Exercise  of  Basic  Subscription  Privilege.  You  may exercise your
over-subscription  privilege  only  if  you  exercise  your  basic  subscription
privilege  in  full.  To  determine  if  you  have  fully  exercised  your basic
subscription  privilege, we will consider only the basic subscription privileges
held  by  you  in  the same capacity. For example, suppose that you were granted
subscription rights for shares of our common stock that you own individually and
shares  of  our  common stock that you own collectively with your spouse. If you
wish  to  exercise  your  over-subscription   privilege  with  respect   to  the
subscription  rights  you  own  individually,  but  not  with  respect  to   the
subscription  rights  you  own  collectively  with your spouse, you only need to
fully  exercise  your  basic  subscription   privilege  with  respect  to   your
individually  owned  subscription  rights.  You do not have to subscribe for any
shares  under  the  basic  subscription  privilege  owned collectively with your
spouse  to  exercise  your  individual  over-subscription  privilege.

     When  you  complete  the portion of your subscription rights certificate to
exercise  your  over-subscription  privilege,  you  will   be  representing  and
certifying  that  you  have  fully  exercised your subscription privileges as to
shares  of  our  common  stock that you hold in that capacity. You must exercise
your  over-subscription  privilege  at  the  same  time  you exercise your basic
subscription  privilege  in  full.

     Return of Excess Payment. If you exercised your over-subscription privilege
and  are allocated less than all of the shares of our common stock for which you
wished  to  subscribe, your excess payment for shares that were not allocated to
you  will  be returned to you by mail, without interest or deduction, as soon as
practicable  after  the expiration date of this rights offering. We will deliver
to  you  or your broker certificates representing the shares of our common stock
that  you  purchased  as  soon  as practicable after the expiration date of this
rights  offering  and  after  all pro rata allocations and adjustments have been
completed.

Method  of  Subscription-Exercise  of  Rights

     You  may  exercise  your subscription rights by delivering the following to
the  subscription  agent,  at or prior to 5:00 p.m., Dallas time, on __________,
2004,  the  expiration  date  of  this  rights  offering:

     -    Your  properly  completed and executed subscription rights certificate
          with  any  required  signature  guarantees  or  other  supplemental
          documentation;  and

                                       15


     -    Your  full  subscription  price  payment for each share subscribed for
          under  your  subscription  privileges.

     If  you  are  a beneficial owner of shares of our common stock whose shares
are  registered  in  the  name of a broker, custodian bank or other nominee, you
should  instruct  your  broker, custodian bank or other nominee to exercise your
rights  and  deliver all documents and payment on your behalf prior to 5:00 p.m.
Dallas  time  on ___________, 2004, the expiration date of this rights offering.
Your  subscription  rights  will  not  be  considered  exercised  unless  the
subscription  agent receives from you, your broker, custodian or nominee, as the
case  may  be,  all  of  the required documents and your full subscription price
payment prior to 5:00 p.m., Dallas time, on ______________, 2004, the expiration
date  of  this  rights  offering.

Back-stop  Agreement

     Pursuant to an agreement between us and CD Holding, L.L.C., dated April 14,
2004, CD Holding agreed, subject to certain conditions, to back-stop this rights
offering  by purchasing any and all of the shares of our common stock offered in
this  rights offering that are not otherwise subscribed for by the other holders
of  subscription   rights  under   their  basic   subscription   privileges  and
over-subscription  privileges.  CD  Holding's  obligations  under  the back-stop
agreement  are  triggered  if  and  to  the extent that all 10,000,000 shares of
common  stock  offered  in  this  rights  offering  are  not subscribed for. For
example,  if  none  of  our  stockholders  exercise  their  basic   subscription
privilege,  CD  Holding  would  acquire  all  10,000,000  shares of common stock
offered  in  this  rights  offering. If all rights are exercised under the basic
subscription  privilege, CD Holding will not purchase any shares in the offering
except  the shares that CD Holding will purchase pursuant to its exercise of its
basic  subscription  privilege  as  one  of  our stockholders. In return for its
agreement  to  back-stop  this  rights  offering,  CD  Holding  will  receive  a
commitment  fee equal to 2% of the gross proceeds of this rights offering, which
CD  Holding,  at  its  option, may apply to the subscription price payable by it
upon  exercise  of  the  rights  issued  to  it  in  this  rights  offering.

Method  of  Payment

     Your payment of the subscription price must be made in U.S. dollars for the
full  number  of shares of common stock for which you are subscribing by either:

     -    check  or  bank draft drawn upon a U.S. bank or postal, telegraphic or
          express  money  order  payable  to  the  subscription  agent;  or

     -    wire  transfer  of  immediately  available  funds, to the subscription
          account maintained by the subscription agent at UMB Bank, Kansas City,
          MO,  ABA #101000695, Acct #9800006823, Ref: Gulfports Rights Offering.

Receipt  of  Payment

     Your  payment  will  be  considered received by the subscription agent only
upon:


     -    Clearance  of  any  uncertified  check;

     -    Receipt by the subscription agent of any certified check or bank draft
          drawn  upon a U.S. bank or of any postal, telegraphic or express money
          order;  or

     -    Receipt  of  collected  funds  in  the subscription account designated
          above.

Clearance  of  Uncertified  Checks

     If  you  are  paying  by  uncertified  personal  check,  please  note  that
uncertified checks may take at least five business days to clear. If you wish to
pay  the  subscription  price by uncertified personal check, we urge you to make
payment  sufficiently  in  advance  of  the time this rights offering expires to


                                       16


ensure that your payment is received by the subscription agent and clears by the
rights  offering  expiration  date. We urge you to consider using a certified or
cashier's  check,  money  order  or  wire transfer of funds to avoid missing the
opportunity  to  exercise your subscription rights should you decide to exercise
your  subscription  rights.

Delivery  of  Subscription  Materials  and  Payment

You  should  deliver  your  subscription  rights  certificate and payment of the
subscription  price  or,  if  applicable, notices of guaranteed delivery, to the
subscription  agent  at  the  following  address:

                                 UMB Bank, N.A.
                              Corp Trust Department
                                2401 Grand Blvd.
                              Kansas City, MO 64108

     You  may  call  the  subscription  agent  at  816-860-3020.

     Your  delivery  to an address other than the addresses set forth above will
not  constitute  valid  delivery.

Calculation  of  Subscription  Rights  Exercised

     If  you  do not indicate the number of subscription rights being exercised,
or  do  not forward full payment of the total subscription price payment for the
number  of  subscription  rights that you indicate are being exercised, then you
will  be deemed to have exercised your basic subscription privilege with respect
to  the  maximum  number  of  subscription rights that may be exercised with the
aggregate subscription price payment you delivered to the subscription agent. If
your aggregate subscription price payment is greater than the amount you owe for
your  subscription,  you will be deemed to have exercised your over-subscription
privilege to purchase the maximum number of shares of our common stock with your
over-payment.  If  we  do not apply your full subscription price payment to your
purchase of shares of our common stock, we or the subscription agent will return
the  excess  amount  to  you  by mail, without interest or deduction, as soon as
practicable  after  the  expiration  date  of  this  rights  offering.

Exercising  a  Portion  of  Your  Subscription  Rights

     If  you  subscribe  for  fewer  than  all of the shares of our common stock
represented  by  your  subscription rights certificate, you may receive from the
subscription  agent  a  new  subscription  rights  certificate representing your
unused  subscription  rights. However, all subscription rights must be exercised
prior  to the expiration date of this rights offering, or else your subscription
rights  will  be  null  and  void.  We  will  not  issue any subscription rights
certificates  for  unexercised  subscription  rights  after  the rights offering
expiration  date.

Your  Funds  will  be  Held by the Subscription Agent Until Shares of our Common
Stock  are  Issued

     The  subscription  agent  will  hold your payment of the subscription price
payment  in  a  segregated  account  with  other  payments  received  from other
subscription  rights  holders  until we issue your shares of our common stock to
you  upon  consummation  of  the  rights  offering.

No  Fractional  Shares

     No  fractional  shares  will  be  issued  upon exercise of the subscription
rights.  We  will  instead  round  the  number  of  shares  upon exercise of the
subscription  rights,  as  appropriate,  to  the  nearest  whole  number.

Medallion  Guarantee  May  Be  Required

     Your  signature  on each subscription rights certificate must be guaranteed
by  an  eligible  institution,  such  as  a member firm of a registered national
securities  exchange  or  a  member  of  the  National Association of Securities
Dealers,  Inc.,  or  a  commercial  bank  or  trust  company having an office or
correspondent  in the United States, subject to standards and procedures adopted
by  the  subscription  agent,  unless:


                                       17


     -    Your  subscription  rights  certificate provides that shares are to be
          delivered  to  you  as  record holder of those subscription rights; or

     -    You  are  an  eligible  institution.

Notice  to  Beneficial  Holders

     If  you  are  a  broker, a trustee or a depositary for securities who holds
shares  of  our  common stock for  the  account of others on July  16, 2004, the
rights  offering record date, you should notify the respective beneficial owners
of  such  shares  of  this rights offering as soon as possible to find out their
intentions  with respect to exercising or selling their subscription rights. You
should  obtain  instructions  from  the  beneficial  owner with respect to their
subscription  rights,  as  set forth in the instructions we have provided to you
for  your  distribution  to  beneficial  owners.  If  the  beneficial  owner  so
instructs,  you should complete the appropriate subscription rights certificates
and  submit  them to the subscription agent with the proper payment. If you hold
shares of our common stock for the account(s) of more than one beneficial owner,
you  may exercise the number of subscription rights to which all such beneficial
owners  in the aggregate otherwise would have been entitled had they been direct
record  holders of our common stock on the rights offering record date, provided
that, you, as a nominee record holder, make a proper showing to the subscription
agent  by  submitting  the  form entitled "Nominee Holder Certification" that we
will  provide to you with your rights offering materials. If you did not receive
this  form,  you  should  contact  the  subscription  agent  to  request a copy.

Beneficial  Owners

     If you are a beneficial owner of shares of our common stock or will receive
your  subscription  rights through a broker, custodian bank or other nominee, we
will  ask  your  broker,  custodian  bank or other nominee to notify you of this
rights  offering.  If you wish to exercise or sell your subscription rights, you
will  need  to have your broker, custodian bank or other nominee act for you. If
you hold certificates of our common stock directly and would prefer to have your
broker,  custodian  bank  or  other nominee act for you, you should contact your
nominee  and  request  it  to  effect the transactions for you. To indicate your
decision  with  respect  to  your  subscription  rights, you should complete and
return  to  your  broker,  custodian  bank  or  other  nominee the form entitled
"Beneficial  Owners  Election  Form."  You  should  receive  this form from your
broker,  custodian  bank  or  other  nominee  with  the  other  rights  offering
materials. If you wish to obtain a separate subscription rights certificate, you
should  contact  the  nominee  as  soon  as possible and request that a separate
subscription  rights  certificate  be  issued  to  you.  You should contact your
broker, custodian bank or other nominee if you do not receive this form, but you
believe  you  are  entitled  to  participate in this rights offering. We are not
responsible  if  you do not receive the form from your broker, custodian bank or
nominee  or  if  you  receive  it  without  sufficient  time  to  respond.

Instructions  for  Completing  Your  Subscription  Rights  Certificate

     You  should  read and follow the instructions accompanying the subscription
rights  certificates  carefully.

     You  are responsible for the method of delivery of your subscription rights
certificate(s)  with  your subscription price payment to the subscription agent.
If  you  send  your  subscription  rights  certificate(s) and subscription price
payment  by  mail,  we recommend that you send them by registered mail, properly
insured,  with return receipt requested. You should allow a sufficient number of
days  to ensure delivery to the subscription agent prior to the time this rights
offering  expires.  Because  uncertified  personal checks may take at least five
business  days  to clear, you are strongly urged to pay, or arrange for payment,
by  means  of  a  certified  or cashier's check, money order or wire transfer of
funds.

Determinations  Regarding  the  Exercise  of  Your  Subscription  Rights

     We  will decide all questions concerning the timeliness, validity, form and
eligibility  of  the  exercise  of   your   subscription  rights  and  any  such
determinations  by  us  will  be  final and binding. We, in sole discretion, may
waive, in any particular instance, any defect or irregularity, or permit, in any
particular  instance,  a defect or irregularity to be corrected within such time

                                       18


as  we  may determine. We will not be required to make uniform determinations in
all cases. We may reject the exercise of any of your subscription rights because
of  any  defect or irregularity. We will not accept any exercise of subscription
rights  until  all  irregularities have been waived by us or cured by you within
such  time  as  we  decide,  in  our  sole  discretion.

     Neither  we,  nor  the subscription agent, will be under any duty to notify
you  of  any  defect  or  irregularity  in  connection  with  your submission of
subscription rights certificates and we will not be liable for failure to notify
you  of any defect or irregularity. We reserve the right to reject your exercise
of  subscription  rights if your exercise is not in accordance with the terms of
this  rights offering or in proper form. We will also not accept the exercise of
your  subscription  rights  if our issuance of shares of our common stock to you
could be deemed unlawful under applicable law or is materially burdensome to us.

Regulatory  Limitation

     We will not be required to issue to you shares of our common stock pursuant
to  this  rights  offering  if,  in our opinion, you would be required to obtain
prior  clearance or approval from any state or federal regulatory authorities to
own  or  control  such  shares if, at the time this rights offering expires, you
have  not  obtained  such  clearance  or  approval.

Guaranteed  Delivery  Procedures

     If  you  wish  to  exercise  your  subscription rights, but you do not have
sufficient  time  to deliver the subscription rights certificate evidencing your
subscription  rights to the subscription agent on or before the time this rights
offering  expires,  you  may  exercise your subscription rights by the following
guaranteed  delivery  procedures:

     -    Deliver  to  the subscription agent on or prior to the rights offering
          expiration date your subscription price payment in full for each share
          you  subscribed  for  under your subscription privileges in the manner
          set  forth  above  in  "Method  of  Payment;"

     -    Deliver  to  the subscription agent on or prior to the expiration date
          the  form  entitled  "Notice of Guaranteed Delivery," substantially in
          the  form  provided  with  the "Instructions as to Use of Subscription
          Rights  Certificates"  distributed  with  your  subscription  rights
          certificates;  and

     -    Deliver  the  properly  completed  subscription  rights  certificate
          evidencing  your  subscription  rights being exercised and the related
          nominee  holder  certification,  if  applicable,  with  any  required
          signature  guarantee,  to the subscription agent within three business
          days  following  the  date  of  your  Notice  of  Guaranteed Delivery.

     Your  Notice  of Guaranteed Delivery must be delivered in substantially the
same  form  provided  with the Instructions as to the Use of Subscription Rights
Certificates,  which  will  be  distributed to you with your subscription rights
certificate.  Your  Notice  of  Guaranteed  Delivery  must come from an eligible
institution,  or  other eligible guarantee institutions which are members of, or
participants  in,  a  signature guarantee program acceptable to the subscription
agent.

     In  your  Notice  of  Guaranteed  Delivery,  you  must  state:

     -    Your  name;

     -    The  number  of  subscription  rights represented by your subscription
          rights  certificates, the number of shares of our common stock you are
          subscribing for under your basic subscription privilege and the number
          of  shares  of  our  common  stock  you are subscribing for under your
          over-subscription  privilege,  if  any;  and

     -    Your  guarantee  that  you  will deliver to the subscription agent any
          subscription  rights  certificates  evidencing the subscription rights
          you  are  exercising within three business days following the date the
          subscription  agent  receives  your  Notice  of  Guaranteed  Delivery.

                                       19


     You  may  deliver  your  Notice  of Guaranteed Delivery to the subscription
agent in the same manner as your subscription rights certificates at the address
set forth above under "-Delivery of Subscription Materials and Payment." You may
alternatively  transmit  your  Notice of Guaranteed Delivery to the subscription
agent  by  facsimile  transmission  Telecopy  No.:  (816)  860-3029.  To confirm
facsimile  deliveries,  you  may  call  (816)  860-3020.

     The  subscription  agent  will  send  you  additional copies of the form of
Notice of Guaranteed Delivery if you request them. Please call (816) 860-3020 to
request  any  copies  of  the  form  of Notice of Guaranteed Delivery. Banks and
brokerage  firms  please call collect at (816) 860-3020 to request any copies of
the  form  of  Notice  of  Guaranteed  Delivery.

Questions  About  Exercising  Subscription  Rights

     If  you  have  any  questions or require assistance regarding the method of
exercising  your  subscription  rights or requests for additional copies of this
prospectus,  the  Instructions as to the Use of Subscription Rights Certificates
or  the Notice of Guaranteed Delivery, you should contact the subscription agent
at  the address and telephone number set forth above under "Prospectus Summary -
Summary  of  the  Rights  Offering"  included  elsewhere  in  this  prospectus.

Subscription  Agent

     We  have  appointed  UMB  Bank,  N.A. to act as subscription agent for this
rights  offering.  We  will  pay all fees and expenses of the subscription agent
related  to  this  rights  offering  and  have  also  agreed  to  indemnify  the
subscription  agent from liabilities that they may incur in connection with this
rights  offering.

No  Revocation

     Once  you  have  exercised your subscription privileges, you may not revoke
your exercise. Subscription rights not exercised prior to the expiration date of
this  rights  offering  will  expire  and  will  have  no  value.

Procedures  for  DTC  Participants

     We  expect  that the exercise of your basic subscription privilege and your
over-subscription privilege may be made through the facilities of the Depository
Trust  Company.  If your subscription rights are held of record through DTC, you
may  exercise  your  basic  subscription  privilege  and  your over-subscription
privilege  by  instructing  DTC  to  transfer your subscription rights from your
account to the account of the subscription agent, together with certification as
to the aggregate number of subscription rights you are exercising and the number
of  shares  of  our  common  stock  you  are  subscribing  for  under your basic
subscription  privilege  and  your over-subscription privilege, if any, and your
subscription  price  payment  for  each  share  of  our  common  stock  that you
subscribed  for  pursuant  to   your  basic   subscription  privilege  and  your
over-subscription  privilege.

Foreign  and  Other  Stockholders

     Subscription  rights certificates will not be mailed to subscription rights
holders  whose addresses are outside the United States or who have an APO or FPO
address,  but will be held by the subscription agent for such holders' accounts.
To  exercise  such  subscription rights, you must notify the subscription agent,
and  take  all  other  steps  which  are necessary to exercise your subscription
rights  on  or  prior  to  the  expiration  date  of  this rights offering. Your
subscription  rights  will  expire  and will have no value if the procedures set
forth  in  the preceding sentence are not followed prior to the expiration date.

Expiration  Date,  Extensions  and  Termination

     We  may  extend  this  rights  offering  and the period for exercising your
subscription rights, in our sole discretion. The subscription rights will expire
at  5:00 p.m., Dallas time, on __________, 2004, unless we decide to extend this


                                       20


rights  offering.  In the event of a material change in the terms, conditions or
plan  of  distribution  of this rights offering, we will redistribute an amended
prospectus  to  stockholders of record of our common stock. Since CD Holding has
agreed  to  back-stop  this  rights  offering,  we do not anticipate the need to
extend  the  exercise  period.  If  you  do not exercise your basic subscription
privilege  prior  to  the  expiration   date  of   this  rights  offering,  your
subscription rights will be null and void and will have no value. We will not be
required  to  issue  shares of our common stock to you if the subscription agent
receives  your  subscription  certificate  or  your  payment  after  that  time,
regardless of when you sent the subscription certificate and payment, unless you
send  the  documents  in  compliance  with  the  guaranteed  delivery procedures
described above. In addition, we may terminate this rights offering, in whole or
in  part,  at  any  time  prior  to  the  time  this  rights  offering  expires.

Method  of  Transferring  and  Selling  Subscription  Rights

     We  do  not  intend  to apply to have the subscription rights traded on the
NASD  OTC  Bulletin  Board  or any exchange or other quotation system. We expect
that  subscription  rights  may  be  purchased  or sold through usual investment
channels  until  the  close  of  business  on the last trading day preceding the
expiration  date.  However,  there  has  been  no  prior  public  market for the
subscription  rights,  and  we  cannot  assure you that a trading market for the
subscription  rights will develop or, if a market develops, that the market will
remain  available  throughout the subscription period. We also cannot assure you
of  the  price at which the subscription rights will trade, if at all. If you do
not  exercise  or sell your subscription rights you will lose any value inherent
in  the  subscription rights. See "-General Considerations Regarding the Partial
Exercise,  Transfer  or  Sale  of  Subscription  Rights"  below.

     Transfer  of  Subscription  Rights. You may transfer subscription rights in
whole  by  endorsing  the  subscription  rights certificate for transfer. Please
follow  the  instructions  for  transfer included in the information sent to you
with  your  subscription  rights  certificate.  If  you  wish to transfer only a
portion  of  the  subscription rights, you should deliver your properly endorsed
subscription  rights   certificate   to  the   subscription  agent.   With  your
subscription  rights  certificate,  you  should include instructions to register
such  portion  of  the  subscription rights evidenced thereby in the name of the
transferee (and to issue a new subscription rights certificate to the transferee
evidencing  such  transferred  subscription rights). You may only transfer whole
subscription  rights  and  not  fractions  of  a subscription right. If there is
sufficient  time before the expiration of this rights offering, the subscription
agent will send you a new subscription rights certificate evidencing the balance
of  your  subscription  rights which you did not transfer to the transferee. You
may  also  instruct  the  subscription  agent  to  send  the subscription rights
certificate  to  one  or  more  additional transferees. If you wish to sell your
remaining  subscription rights, you may request that the subscription agent send
you certificates representing your remaining (whole) subscription rights so that
you  may  sell  them  through  your  broker  or  dealer.

     If  you  wish to transfer all or a portion of your subscription rights, you
should  allow  a  sufficient  amount  of time prior to the time the subscription
rights  expire  for  the  subscription  agent  to:

     -    receive  and  process  your  transfer  instructions;  and

     -    issue  and  transmit  a  new  subscription  rights certificate to your
          transferee  or  transferees  with  respect to transferred subscription
          rights,  and  to  you  with  respect  to  any  subscription rights you
          retained.

     If you wish to transfer your subscription rights to any person other than a
bank  or  broker, the signatures on your subscription rights certificate must be
guaranteed  by  an  eligible  institution.

     General  Considerations Regarding the Partial Exercise, Transfer or Sale of
Subscription Rights. The amount of time needed by your transferee to exercise or
sell  its  subscription  rights  depends  upon  the  method by which you, as the
transferor,  deliver the subscription rights certificates, the method of payment
made  by  your  transferee  and  the  number  of  transactions  which the holder
instructs  the  subscription  agent  to  effect. You should also allow up to ten
business  days  for  your transferee to exercise or sell the subscription rights
that  you  transferred  to  it.  Neither  we  nor the subscription agent will be
liable  to  a  transferee  or  transferor of subscription rights if subscription
rights certificates or any other required documents are not received in time for
exercise  or  sale  prior  to  the  expiration  time.

                                       21


     You are responsible for all commissions, fees and other expenses (including
brokerage  commissions  and  transfer  taxes)  incurred  in  connection with the
purchase,  sale or exercise of your subscription rights, except that we will pay
any  fees  of  the  subscription agent associated with this rights offering. Any
amounts  you  owe  will  be  deducted  from  your  account.

     If you do not exercise your subscription rights before the expiration date,
your  subscription  rights  will  expire  without  value  and  will no longer be
exercisable.

Cancellation  Rights

     Our  board  of  directors  may  cancel this rights offering, in whole or in
part,  in its sole discretion at any time prior to the time this rights offering
expires  for  any  reason  (including a change in the market price of our common
stock).  If  we cancel this rights offering, all outstanding subscription rights
will  expire without value and any funds you paid to the subscription agent will
not  be  refunded.  Holders of rights who exercised subscription rights prior to
any  such  cancellation  of  this  rights  offering  will  receive  certificates
representing  the  shares  of  common  stock  purchased.

No  Board  or  Management  Recommendation

     An  investment in shares of our common stock must be made according to each
investor's evaluation of its own best interests and after considering all of the
information  in  this  prospectus,  including the "Risk Factors" section of this
prospectus. Our board of directors and our management makes no recommendation to
subscription rights holders regarding whether they should exercise or sell their
subscription  rights.  You  should  not view CD Holding's agreement to back-stop
this  rights  offering  as a recommendation or other indication by CD Holding or
our  board of directors that the exercise of your subscription rights is in your
best  interests.

Shares  of  Common  Stock  Outstanding  After  the  Rights  Offering

     Based  on  the 10,146,566 shares of our common stock issued and outstanding
as  of June 1, 2004, approximately 20,146,566 shares of our common stock will be
issued  and  outstanding after this rights offering expires (assuming all of the
rights  are  exercised),  an increase in the number of outstanding shares of our
common  stock  of  approximately  98.5%.  The  12,533.58  shares of our Series A
preferred  stock  outstanding  as  of  March  31,  2004 will remain outstanding.

Effects  of  Rights  Offering  on  Stock  Option  Plan

     As  of  June  1,  2004,  there were outstanding options to purchase 627,337
shares  of  our  common  stock  at  an  exercise  price  of $2.00 per share. The
agreements  governing  these  options  have antidilution provisions that will be
triggered  by  this  rights  offering.  The number of shares of common stock for
which  options  may  be  exercised  will be increased and the exercise price per
share  will  be  decreased  based  upon  the subscription price per share of the
rights  issued  in  this  rights offering, the number of shares issuable in this
rights  offering and the current market price of our common stock. The aggregate
exercise  price  applicable  to  the options will remain unchanged. After giving
effect to this offering, there will be outstanding options to purchase 1,245,612
shares  of  our  common  stock  at  an  exercise  price  of  $1.01  per  share.

Effects  of  Rights  Offering  on  Outstanding  Warrants

     As  of  June 1, 2004, there were outstanding warrants to purchase 2,431,517
shares  of  our  common  stock.  The  agreements  governing  these warrants have
antidilution  provisions  that  will  be  triggered by this rights offering. The
exercise  price  of  the warrants will be reduced to the subscription price, and
the  number  of  shares  to be purchased under the warrants will be increased by
dividing  the  subscription  price  into  the  aggregate  exercise amount of the
warrant  prior  to  the reduction in the exercise price. Currently, the exercise
price  is  $4.00.  This will be reduced to $1.20, and the number of shares to be
purchased  the warrants will be 8,105,057, the amount equal to 2,431,517 divided
by  $1.20  under  and  multiplied  by  $4.00. Additionally, if the holder of any
warrant  should exercise a warrant while there are rights outstanding, the total


                                       22


number  of  outstanding  shares to be used in the determination of the number of
shares  to  be  purchased  under  the warrant will include the maximum number of
shares  deliverable  upon  the  exercise  of  all  of  the  rights.

Dilutive  Effects  of  Rights  Offering

     To  the  extent  an  stockholder does not exercise its rights in full, such
stockholder's  voting  power and percentage equity interest in us, including its
percentage  interest  in any future earnings, would suffer substantial dilution.

Other  Matters

     We  are  not making this rights offering in any state or other jurisdiction
in  which  it  is  unlawful  to  do so, nor are we distributing or accepting any
offers  to  purchase  any  shares  of  our common stock from subscription rights
holders  who  are  residents  of  those states or other jurisdictions or who are
otherwise  prohibited  by  federal  or  state  laws  or regulations to accept or
exercise  the  subscription rights. We may delay the commencement of this rights
offering  in  those  states  or other jurisdictions, or change the terms of this
rights offering, in whole or in part, in order to comply with the securities law
or  other  legal  requirements  of  those  states or other jurisdictions. We may
decline  to make modifications to the terms of this rights offering requested by
those  states  or  other  jurisdictions, in which case, if you are a resident in
those  states  or jurisdictions or if you are otherwise prohibited by federal or
state  laws  or regulations from accepting or exercising the subscription rights
you  will  not  be  eligible  to  participate  in  this  rights  offering.
































                                       23


                    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  prospectus  and should be read in
conjunction  therewith.

Critical  Accounting  Policies  and  Estimates

     Our  discussion  and  analysis  of  our  financial condition and results of
operations  are  based  upon  consolidated financial statements, which have been
prepared  in  accordance  with  accounting  principles generally accepted in the
United States of America, or GAAP. The preparation of these financial statements
requires  us to make estimates and judgments that affect the reported amounts of
assets,  liabilities, revenues and expenses. Our significant accounting policies
are  described  in  Note  1  to  our  consolidated financial statements included
elsewhere  in  this  prospectus. We have identified certain of these policies as
being  of  particular  importance to the portrayal of our financial position and
results  of operations and which require the application of significant judgment
by  our management. We analyze our estimates, including those related to oil and
gas  properties,  revenues   recognition,  income  taxes   and  commitments  and
contingencies, and base our estimates on historical experience and various other
assumptions  that  we  believe  to be reasonable under the circumstances. Actual
results  may  differ  from  these  estimates  under  different  assumptions   or
conditions.  We  believe  the  following critical accounting policies affect our
more  significant  judgments  and  estimates  used  in  the  preparation  of our
consolidated  financial  statements:

     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 and totaled $1,600 at December 31, 2003 and
March  31,  2004.  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.

     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 March 31, 2004 or
December  31,  2003. Oil revenues are recognized when ownership transfers, which
occurs  in  the  month  produced.

     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.

                                       24


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 tables below are the average
prices  received  by  the  Company  and  production  volumes  during the periods
indicated.



                                               Three Months Ended March 31,
                                                    2004          2003
                                                ------------  ------------
     Production  Volumes:
                                                        
     Oil (MBBLS)                                     133           142
     Gas (MMCF)                                       15            26
     Average oil price (per Bbl)                $  32.56      $  28.91
     Average gas price (per Mcf)                $   3.30      $   4.23




                                                    2003          2002           2001
                                                ------------  ------------  ------------
     Production  Volumes:
                                                                       
     Oil (MBBLS)                                     571           464               595
     Gas (MMCF)                                      123           103                71
     Oil Equivalents (MBOE)                          592           481               607

     Average  Prices:
     Oil  (per  BBL)                            $  27.66 (1)  $  24.69 (2)      $  25.50
     Gas  (per  MCF)                            $   4.04      $   3.66          $   4.20
     Oil  Equivalents  (per  MBOE)              $  26.70      $  24.59          $  25.48
     Average Production Costs (per BOE)         $   9.93 (3)  $  10.65 (3)      $   7.85
     Average Production Taxes (per BOE)         $   3.17      $   2.81          $   2.88

--------------------------------------
(1)  Includes  fixed  contract  prices  of



                                             
                         January  2003          $  28.50
                         February  2003         $  28.34
                         March  2003            $  27.95
                         April  2003            $  27.08
                         May  2003              $  26.95
                         June  2003             $  24.27
                         July  2003             $  24.33
                         August  2003           $  24.42
                         September  2003        $  24.45
                         October  2003          $  24.45
                         November  2003         $  24.25
                         December  2003         $  24.10


     Excluding the  effect  of  the fixed price contracts, the average oil price
     for 2003 would have  been  $32.38 per BBL and $32.08 per BBL oil equivalent
     price.

(2)  Includes fixed contract prices of $26.50 for the months May through October
     2002  and  $25.90  for  November  and  December

(3)  Does  not  include  production  taxes.

                                       25


Comparison  of  the  Three  Months  Ended  March  31,  2004  and  2003

     Gulfport  reported  net  income attributable to common stock of $40,000 for
the  three months ended March 31, 2004, as compared with net income attributable
to  common  stock  of  $850,000  for the three months ended March 31, 2003.  The
decrease in income attributable to common stock was primarily due to an increase
in  operating  expenses,  depreciation,  depletion and amortization and interest
expense  on  our Series A  preferred  stock.  This decrease was partially offset
by  a 13% increase  in  average  oil  prices received for the three months ended
March  31,  2004  as  compared  to  the  same  period  in  2003.

     Oil  and Gas Revenues.  For the three months ended March 31, 2004, Gulfport
reported  oil  and  gas  revenues  of $4,395,000, a 4% increase from revenues of
$4,218,000  during  the  same  period  in  2003.  This  increase  in revenues is
attributable  to  a 13% increase in the average oil price received for the three
months  ended March 31, 2004 of $32.56 as compared to $28.91 for the same period
in  2003.  This  was  partially  offset  by  a  7%  decrease  in  barrels of oil
equivalents  ("BOE's")  produced to 136 BOE for the three months ended March 31,
2004  as  compared  to  142  BOE  for the same period in 2003.  This decrease in
production  was  due mainly to natural production declines as well as additional
declines  from  the  high  initial  production rates attributable to the initial
production  from  the  Company's  drilling  program  initiated  in December 2002
during  the  three  months  ended  March  31,  2004.

     Operating Expenses. Lease operating expenses not including production taxes
increased to $1,448,000 for the three months ended March 31, 2004 as compared to
$1,251,000  for  the  same  period  in  2003. This increase was due primarily to
non-capitalized  LOE  workovers  performed  during  the  period.

     Production  Taxes. Production taxes increased slightly for the three months
ended  March  31, 2004 as compared to the same period in 2003 due to an increase
in  oil  and  gas  revenues.

     General  and  Administrative  Expenses.   Net  general  and  administrative
expenses  increased  to  $686,000 for the three months ended March 31, 2004 from
$572,000 for the same period in 2003.  This increase was due to increases in the
Company's  reserve  report  costs,  salary  and benefits, legal expenses, 401(k)
Company  matching,  and  director's  insurance  which  were  partially offset by
increases  in  capitalized  general and administrative expenses of $342,000  for
the  three  months  ended  March  31,  2004 as compared to $110,000 for the same
period  during  2003.

     Interest  Expense.  Ordinary  interest expense increased to $42,000 for the
three months ended March 31, 2004 from $3,000 for the same period in 2003.  This
increase  was  due  to an increase in the average debt outstanding for the three
months  ended  March  31,  2004  as  compared  to  the  same  period  in  2003.

     Interest  Expense  -  Preferred Offering. In May 2003, the FASB issued SFAS
No.  150,  "Accounting for Certain Financial Instruments with Characteristics of
both  Liabilities  and  Equity."  SFAS  No. 150 establishes standards for how an
issuer   classifies   and   measures   certain    financial   instruments   with
characteristics  of  both  liabilities  and  equity.  It requires that an issuer
classify  a  financial instrument that is within its scope as a liability (or as
an  asset  in  some  circumstances).  Many  of those instruments were previously
classified  as  equity.  SFAS  No.  150  is  generally  effective  for financial
instruments  entered  into  or  modified  after  May  31, 2003, and otherwise is
effective  at the beginning of the first interim period beginning after June 15,
2003.  Previously,  our  Series  A  preferred  stock  had been classified on our
balance  sheet  between total liabilities and equity. Currently, the Company has
recorded  a liability related to the Series A preferred stock of $12,534,000. As
a  result  of the adoption of SFAS No. 150 in May 2003, the Company has recorded
$463,000  of  interest  expense for the three months ended March 31, 2004 on the
preferred offering which would have previously been classified as a reduction in
equity  if  there  had  been  any  for  the  same  period  in  2003.

     Other  changes  in  income  for  the  three  months ended March 31, 2004 as
compared  to  the  three  months  ended  March 31, 2003 were attributable to the
following  factors:

     Depreciation,  Depletion  and  Amortization.  Depreciation,  depletion  and
amortization  expense  was $1,133,000 for the three months ended March 31, 2004,
consisting  of $1,080,000 in depletion on oil and gas properties, and $53,000 in
depreciation  of  other  property  and  equipment.  This  is a 13% increase when
compared  to  the  2003  depreciation,  depletion  and  amortization  expense of
$1,000,000.  This  increase  is  due  primarily  to  the  loss of barrels due to
engineering  revisions  in  the  reserve  report  dated  January  1,  2004.

                                       26



     Income  Taxes.  As  of March 31, 2004, the Company had a net operating loss
carryforward  of  approximately  $98,000,000,  in  addition  to  numerous timing
differences  which   gave  rise  to   a  deferred  tax  asset  of  approximately
$45,000,000,  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. No
current  tax  provision  was provided for the three-month period ended March 31,
2004.

     Cumulative  Effect  of  Accounting Change.  On January 1, 2003, the Company
adopted  Statement  of  Financial  Accounting Standards No. 143, "Accounting for
Asset  Retirement  Obligations"  ("SFAS No. 143"), which requires the Company to
record  a  liability  equal to the fair value of the estimated cost to retire an
asset.  The  asset  retirement  liability is recorded in the period in which the
obligation  meets  the  definition  of  a liability, which is generally when the
asset  is  placed  into  service.  When the liability is initially recorded, the
Company  will increase the carrying amount of the related long-lived asset by an
amount  equal  to  the  original  liability.  The  liability  is accreted to its
present  value  each  period,  and  the capitalized cost is depreciated over the
useful  life  of  the  related  long-lived  asset.  Any difference between costs
incurred  upon  settlement  of  an  asset retirement obligation and the recorded
liability  will  be recognized as a gain or loss in the Company's earnings.  The
asset  retirement  obligation  is  based  on  a  number of assumptions requiring
professional  judgment.  The  Company  cannot  predict  the type of revisions to
these  assumptions  that  will  be  required  in   future  periods  due  to  the
availability of additional information, including prices for oil field services,
technological  changes,  governmental  requirements  and other factors.  For the
three months ended March 31, 2003 and upon adoption of SFAS No. 143, the Company
recorded  a  net  benefit  of  $270,000  as the cumulative effect of a change in
accounting  principle.  The  non-cash  transition  adjustment  increased oil and
natural  gas  properties  and  asset  retirement  obligations  by $7,590,000 and
$7,370,000,  respectively,  and  decreased  accumulated depreciation by $50,000.

Comparison  of  Years  Ended  December  31,  2003  and  2002

     Gulfport  reported  a net loss attributable to common stock of $219,000 for
the  year  ended  December 31, 2003, as compared with a net loss attributable to
common  stock of $625,000 for the year ended December 31, 2002.  The decrease in
loss  attributable  to common stock of $406,000 was primarily due to an increase
in  oil  and  gas  sales  during  2003  as  a  result  of  increased  production
attributable  to  the Company's drilling program initiated in December 2002.  In
addition,  during  2003,  Gulfport had twelve full months of production.  During
2002,  as  a  result of Hurricane Lili, the Company experienced down time on its
WCBB  facility which resulted in a loss of production.  Additionally, Gulfport's
higher  revenues  was  partially  attributable  to a 12% increase in average oil
prices  received for the year ended December 31, 2003 as compared to 2002.  This
reduction  of  net loss from 2003 was offset in part by an increase in operating
expenses,  depreciation,  depletion and amortization and interest expense on the
preferred  stock.

     Oil  and  Gas  Revenues.  For  the  year  ended December 31, 2003, Gulfport
reported  oil  and  gas revenues of $15,809,000, a 34% increase from revenues of
$11,450,000  in 2002.  This $3,980,000 increase in revenues is attributable to a
23%  increase in BOE produced to 592 BOE for the year ended December 31, 2003 as
compared to 481 BOE for 2002.  This increase in production was due mainly to the
Company's  drilling  program  initiated  in  December 2002.  In addition, during
2003,  Gulfport  had twelve full months of production.  During 2002, as a result
of  Hurricane Lili, the Company experienced down time on its WCBB facility which
resulted in a loss of production.  Additionally, contributing to the increase in
oil  and  gas  revenue was a 12% increase in average oil prices received for the
year  ended  December  31,  3003  as  compared  to  2002.

     Operating  Expenses  Including  Production  Taxes.  Total  lease  operating
expenses  including  production taxes increased to $7,768,000 for the year ended
December  31,  2003 as compared to $6,474,000 for the same period in 2002.  This
increase  was  due  to  primarily to non-capitalized lease operating expense for
workovers  performed during the period.  In addition, production taxes increased
for  the year ended December 31, 2003 as compared to the same period in 2002 due
to  an  increase  in  oil  and  gas  revenues.

     General  and  Administrative  Expenses.  Net  general  and  administrative
expenses  decreased  slightly to $1,843,000 for the year ended December 31, 2003

                                       27


from  $1,873,000  for  2002.  This  decrease was due primarily to an increase in
administrative  reimbursements from affiliated entities of $764,000 for the year
ended  December  31,  2003  as  compared  to  $250,000  during  2002.

     Accretion  Expense.  In  August  2001,  the  Financial Accounting Standards
Board  ("FASB")  issued  SFAS  No.  143,  "Accounting  for  Asset  Retirement
Obligations."  SFAS  No.  143  requires  entities  to record the fair value of a
liability  for  an  asset  retirement  obligation  in  the period in which it is
incurred.  The  liability  is accreted to its present value each period, and the
capitalized  cost  is depreciated over the useful life of the related long-lived
asset.  Any  difference  between  costs  incurred  upon  settlement  of an asset
retirement obligation and the recorded liability will be recognized as a gain or
loss in the Company's earnings.  Gulfport adopted SFAS No. 143 effective January
1,  2003.  For the year ended December 31, 2003, Gulfport recognized $393,000 in
accretion  expense  related  to  SFAS  No.  143.  (See  Note 21 to the Company's
financial  statements  for  the  fiscal  year  ended  December 31, 2003 included
elsewhere  in  this  prospectus).

     Interest  Expense.  Ordinary interest expense decreased by $69,000, or 62%,
to  $112,000  for the year ended December 31, 2003 from $181,000 for 2003.  This
decrease  was  due  to  a  reduction  of  average  debt outstanding during 2003.

     Interest  Expense  - Preferred Offering.  In May 2003, the FASB issued SFAS
No.  150,  "Accounting for Certain Financial Instruments with Characteristics of
both  Liabilities  and  Equity."  SFAS  No. 150 establishes standards for how an
issuer   classifies   and   measures   certain   financial    instruments   with
characteristics  of  both  liabilities  and  equity.  It requires that an issuer
classify  a  financial instrument that is within its scope as a liability (or as
an  asset  in  some  circumstances).  Many  of those instruments were previously
classified  as  equity.  SFAS  No.  150  is  generally  effective  for financial
instruments  entered  into  or  modified  after  May  31, 2003, and otherwise is
effective  at the beginning of the first interim period beginning after June 15,
2003.  Previously,  our  Series  A  preferred  stock  had been classified on the
balance  sheet between total liabilities and equity.  The Company has recorded a
liability  related  to the Series A preferred stock of $12,071,000.  As a result
of  the  adoption of SFAS No. 150 in May 2003, the Company has recorded $875,000
of  interest  expense for the last six months of 2003 related to the outstanding
Series  A  preferred  stock  which  would  have  previously been classified as a
reduction in equity.  (See Note 21 to the Company's financial statements for the
fiscal  year  ended  December  31,  2003 included elsewhere in this prospectus).

     Litigation  Trust.  Pursuant  to Old WRT's 1997 plan of reorganization, all
of Old WRT'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  Oil and Gas Company ("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 Old WRT'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 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 Old WRT.  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 the
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
Gulfport  $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.

     During  2002,  Gulfport  received  $160,000 in proceeds from the Litigation
Trust.  No  proceeds  were received from the Litigation Trust in 2003.  Gulfport
received  $160,000  from  the  Litigation  Trust  during 2002.  No revenues were
received  from  the  Litigation  Trust  in  2003.

     Other changes in income for the year ended December 31, 2003 as compared to
the  year  ended  December  31, 2002 were attributable to the following factors:

                                       28


     Depreciation,  Depletion  and  Amortization.  Depreciation,  depletion  and
amortization  expense  was  $4,637,000  for  the  year  ended December 31, 2003,
consisting  of  $4,421,000  in  depletion on oil and gas properties, $210,000 in
depreciation of other property and equipment and $6,000 in amortization expense.
This  is  a  37%  increase when compared to the 2002 depreciation, depletion and
amortization  expense  of  $3,386,000.  This  increase  is  due  primarily to an
increase  in  production  for  the  year  ended December 31, 2003 to 592 MBOE as
compared  to  481  MBOE  in  2002  and  the  loss of reserves due to engineering
revisions in the reserve report dated January 1, 2004.  In addition, as a result
of  the  adoption of SFAS 143 "Accounting for Asset Retirement Obligations," the
amount  to  amortize  increased  by  $7,500,000  which  resulted  in  additional
depletion,  depreciation  and  amortization.  (See  Note  21  to  the  Company's
financial  statements  for  the  fiscal  year  ended  December 31, 2003 included
elsewhere  in  this  prospectus).

     Income  Taxes.  As  of  December  31, 2003, the Company had a net operating
loss  carryforward  of approximately $98,000,000, in addition to numerous timing
differences  which  gave  rise  to  a  deferred  tax  asset  of  approximately
$45,000,000,  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 $490,000 was provided for the year ended 2003, 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 three months ended
March  31, 2004 was $553,000, as compared to net cash flow provided by operating
activities of $6,525,000 during the same period in 2003.  This was mainly due to
the  collection  during  2003  of  an  insurance  settlement  in  the  amount of
$2,510,000 related  to  damage to the WCBB facility caused by Hurricane Lili (an
additional  $1,000,000  advance  had  been  paid  to the Company during 2002), a
reduction  of  net  income  of $1,000,000, an increase in accounts receivable of
$979,000, a decrease in  accounts payable and an increase in interest expense of
$463,000 as a result of the adoption of SFAS No. 150.  Net cash flow provided by
operating  activities  for  the  year ended December 31, 2003 was $9,382,000, as
compared  to  net  cash  flow provided by operating activities of $4,030,000 for
2002.  The  increase  was  mainly  due  to  the  collection  during  2003 of the
insurance settlement, an increase in depreciation, depletion and amortization of
$1,265,000  and  an increase in production due to factors described above and an
increase  in  interest  expense  as  a  result  of the adoption of SFAS No. 150.

     Net  cash used in investing activities for the three months ended March 31,
2004  was  $1,062,000  as  compared to $4,389,000 used during the same period in
2003.  Mainly  as  a  result  of  the  Company's  drilling programs initiated in
December  2002,  the  Company  spent  $3,778,000  in  additions  to  oil and gas
properties  in  the  first  three months of 2003 as compared to $987,000 for the
same  period  in  2004.  This  amount  was  primarily  used  for   workover  and
recompletion  activities  on  existing wells. During 2004, Gulfport financed its
capital  expenditures  with  cash  flow provided by operations. Net cash used in
investing  activities  for  the  year ended December 31, 2003 was $11,127,000 as
compared  to  $8,904,000  used  during 2002. Mainly as a result of the Company's
drilling  programs  initiated in December 2002 and April 2003, the Company spent
$10,145,000 in additions to oil and gas properties in 2003. This amount consists
primarily  of $5,600,000 for drilling activity and $4,000,000 for other workover
and recompletion activities on existing wells. In addition, another $707,000 was
spent  on  the clean up and repair of hurricane damage, $40,000 was spent on the
acquisition of other property and equipment, and the remaining expenditures were
attributable  to  general  and administrative costs capitalized to the full cost
pool.  During  2003,  Gulfport  financed its capital expenditures with cash flow
provided  by  operations,  borrowings  from the Company's line of credit and the
remaining  proceeds  from  the  issuance  of  the  Series  A  preferred  stock.

     Net  cash  used in by financing activities for the three months ended March
31,  2004  and  March  31, 2003 were $6,000 and $5,000, respectively, related to
principal  payments on borrowings. Net cash provided by financing activities for
2003  was  $2,178,000  as  compared to $4,906,000 provided during 2002. Net cash
provided  by  financing  activities  in  2003  related to $2,200,000 in proceeds
received  from  borrowings on the Company's line of credit. Net cash provided by
financing  activities  for 2002 consisted of $6,029,000 from the issuance of the
Series  A  preferred  stock  in  2002 and reduction of debt of $1,123,000 during
2002.

                                       29


     Capital  Resources.  In  addition to cash generated by operating activities
primarily  related  to funds from our producing oil and gas properties, our main
capital  resources  are  derived  from  the  issuance  of  equity securities and
borrowings  under  our  bank  and  other  credit  facilities.

     Credit  Facilities.  On  June  20, 2002, the Company entered into a line of
credit with the Bank of Oklahoma.  Under the terms of the agreement, the Company
was  extended  a  commitment to borrow up to $2,300,000.  Amounts borrowed under
the  line  bear interest at the prime rate charged from time to time by JPMorgan
Chase  plus  1%,  with payments of interest on outstanding balances due monthly.
On  July  1,  2003,  the  Company  renewed  this line of credit and extended the
maturity  date  to  July  1,  2004.  The  outstanding  balance under this credit
facility  was  $2,200,000  at March 31, 2004.  The Company intends to extend the
maturity  date  of  this  credit  facility  and,  pending application of the net
proceeds  from  the  rights offering, may use a portion of the net proceeds from
this  rights  offering  to repay amounts outstanding under this credit facility.

     In  connection  with  this  rights offering, on April 30, 2004, the Company
entered  into  a $3,000,000 revolving credit facility with CD Holding, L.L.C., a
principal  stockholder of the Company.  Borrowings under the credit facility are
due on the earlier of the closing of this rights offering and August 1, 2005 and
bear interest at 10.0% per annum.  Under the credit facility, CD Holding may, if
it  elects  to do so, apply the outstanding principal amount and any accrued but
unpaid  interest  either  (1) to the subscription price payable upon exercise of
the  rights  issued to CD Holding in the rights offering, or (2) to the purchase
price  for  our  common  stock.  Any  amounts that remain outstanding after such
application  will  be  repaid with a portion of the net proceeds from the rights
offering  to  the extent such funds are available.  The credit facility provides
that  if  this  rights  offering  is  not completed, CD Holding has the right to
convert  any  borrowings plus any accrued but unpaid interest under the facility
into  shares  of our common stock at a conversion price equal to $1.20 per share
of  common  stock.

     On  May  22,  2001,  the  Company  entered  into a revolving line of credit
agreement  with  Gulfport Funding, LLC ("Gulfport Funding"), an affiliate of the
Company.  Under  the  terms  of  the  agreement,  the Company could borrow up to
$3,000,000,  with  borrowed  amounts  bearing interest at the prime rate charged
from  time  to  time  by the Bank of America plus 4%.  All outstanding principal
amounts  along with accrued interest were due on February 22, 2002.  The Company
paid  a  facility  commitment  fee  of  $60,000  in connection with this line of
credit.  This  fee  was  amortized over the life of the agreement.  On March 29,
2002,  the  outstanding  balance of this note payable, together with all accrued
and  unpaid  interest,  was  satisfied  in  full  through  Gulfport  Funding's
participation  in  the  Company's  private  placement  offering  of its Series A
preferred  stock  as  described  below.

     Issuance  of  Equity.  In  March  2002,  the  Company  commenced  a private
placement  offering  of  10,000  units.  Each unit consisted of (i) one share of
Cumulative  Preferred  Stock,  Series  A,  of  the Company and (ii) a warrant to
purchase  up  to  250  shares of common stock, par value $0.01 per share, of the
Company.  Holders  of  the  Series  A  preferred  stock  are entitled to receive
dividends  at  the  rate  of 12% of the liquidation preference per annum payable
quarterly in cash or, at the option of the Company for all quarters ending on or
prior  to  March  31,  2004, payable in whole or in part in additional shares of
Series  A  preferred  stock at the rate of 15% of the liquidation preference per
annum.  The  Company  chose to pay dividends on the shares of Series A preferred
stock  with  additional  shares  of  Series  A preferred stock for the quarterly
periods  ended  March  31, June 30, September 30 and December 31, 2003 and March
31,  2004 and, as a result, had issued an additional 3,241.73 shares of Series A
preferred  stock  as  of March 31, 2004.  For all quarters after March 31, 2004,
dividends  are  payable in cash.  However, the Board of Directors of the Company
has  approved  and  the  Company  has  received  the  consent  of holders of the
requisite  number  of shares of Series A preferred stock to the amendment of the
Company's  Certificate  of  Designation  with  respect to the Series A preferred
stock to give the Company the ability to pay dividends on the Series A preferred
stock  with  additional  shares of Series A preferred stock after March 31, 2004
for  so  long  as  such  shares  remain  outstanding  and prior to the mandatory
redemption  date.  To  the  extent  funds  are legally available, the Company is
obligated to declare and pay the dividends on the Series A preferred stock.  The
Series  A  preferred  stock  may be redeemed at any time for an amount per share
equal  to  $1,000  and  all accrued and unpaid dividends thereon, whether or not
declared  or  payable,  and must be redeemed on March 29, 2007 for an amount per
share  equal  to $1,000 and all accrued and unpaid dividends thereon, whether or
not  declared or payable.  Accordingly, the outstanding Series A preferred stock
is  treated  as  redeemable  stock  on  the  Company's  balance  sheet.

     The  Warrants  have  a term of ten years and an exercise price of $4.00 per
share  of  common  stock,  subject  to  adjustment  under  certain circumstances

                                       30


including  the  occurrence  of  this  rights  offering.  See  "the  Rights
Offering-Effects  of  Rights  Offering  on  Outstanding  Warrants."  The Company
granted  to  holders  of  the Warrants certain demand and piggyback registration
rights  with  respect  to  shares  of common stock issuable upon exercise of the
warrants.

     The  Series  A  preferred stock offering was made available to stockholders
(some  of  whom  were affiliates) of the Company as of December 31, 2001 and who
were accredited investors.  Purchasers were able to participate  up to their pro
rata share of ownership in the Company as of December 31, 2001.  As of April 15,
2002,  the  Company had closed on subscriptions totaling $9,292,000 for 9,291.85
units,  which included the conversion by Gulfport Funding, LLC of its $3,000,000
loan  along  with  the  accumulated  interest  due from the Company for 3,262.98
units.  Additionally,  multiple  entities  controlled  by the Company's majority
stockholder  participated  in  the  offering by subscribing for 2,738 units at a
cost  of  $2,738,000.

     During 2003, the Company hired Petrie Parkman & Co. to assist in a possible
sale  of  its  West  Cote  Blanche  Bay  Field  (WCBB).  As  of the date of this
prospectus, no sale is pending. It is the Board of Directors' determination that
if  a  sale  of  WCBB is not consummated that it is in the best interests of the
Company  to  undertake  this  rights  offering. CD Holding, one of our principal
stockholders, has agreed subject to certain conditions, to back-stop this rights
offering  for  a  commitment  fee  of  2% of the gross proceeds from this rights
offering, which, at the option of CD Holding, may be applied to the subscription
price  payable upon exercise of the rights issued to it in this rights offering.

     Liquidity  and  Capital Expenditures.  Historically, our primary sources of
funds  have  been  cash  flow  from  our  producing  oil and gas properties, the
issuance  of  equity  securities,  borrowings  under  our  bank and other credit
facilities  and,  from  time  to  time, the sale of oil and gas properties.  Our
ability to access any of these sources of funds can be significantly impacted by
unexpected  decreases in oil and natural gas prices.  To mitigate the effects of
dramatic  commodity  price  fluctuations,  we  have  entered  into  fixed  price
contracts  for  the  WCBB  production  as  follows:


                                          
                    May  2004                1000  bbls  @  day  $30.85
                    June  2004               1000  bbls  @  day  $30.85
                    July-December  2004      1000  bbls  @  day  $33.60
                    January-June  2005       1000  bbls  @  day  $33.10


     The  primary  capital  commitments  faced  by  the  Company are the capital
requirements  needed  to  continue  developing the Company's proved reserves and
obligations  under  Gulfport's  credit  facilities  and its outstanding Series A
preferred  stock.

     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 reserves.  The Company has upgraded its
infrastructure  by  enhancing  its  existing  facilities  to  increase operating
efficiencies,  increase  volume  capacities  and lower lease operating expenses.
Additionally, Gulfport completed the reprocessing of its 3-D seismic data in its
principal  property,  WCBB.  The  reprocessed  data  will continue to 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  Gulfport's  January  1,  2004  reserve  report,  91%  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.

     Gulfport's  inventory  of  prospects  includes 137 proved undeveloped (PUD)
wells at WCBB. The drilling schedule used in the reserve report anticipates that
all  of  those  wells will be drilled by 2011. Gulfport's proposed 2004 drilling
program  includes 12 wells at WCBB during 2004 at an estimated aggregate cost of
$9,600,000. In addition, Gulfport intends to workover ten existing wells at WCBB
through  the first quarter of 2005 at an estimated aggregate cost of $1,000,000.

                                       31


     Beginning  in 2004, Gulfport intends to shoot 3-D seismic at East Hackberry
Field  at  a  total  estimated  cost  of  approximately  $4,500,000.

     Gulfport  leases  office  space  in  Oklahoma  City, Oklahoma under a lease
covering  approximately  12,035  square feet.  The monthly rent is approximately
$18,000.  The  Company recently entered into an agreement to purchase the office
building it occupies.  The building contains approximately 24,823 total rentable
square feet.  Assuming the purchase is consummated, immediately upon the closing
the  Company will have access to an additional 3,000 square feet with the unused
space to be leased for approximately 12 months by the existing tenant/owner.  At
the  end of the twelve-month period, the Company will either occupy or sub-lease
any  unused space.  The Company is in the process of securing possible financing
related  to  the  building  purchase.  The  effect on the Company's liquidity is
expected to be minimal, as debt service costs are projected to be covered by the
rental  income  generated.

     The  Company intends to use cash flows from operations and the net proceeds
from  this  rights  offering to meet its capital expenditure, debt repayment and
other  financial  obligations  during  2004.

Commitments  and  Contingencies

Plugging  and  Abandonment  Funds

     In connection with the acquisition of a portion of its interest in the WCBB
properties,  the  Company  assumed  the  seller's  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 these abandonment obligations have
been  fulfilled.  Beginning in 2007, the Company can access the trust for use in
plugging  and abandonment charges associated with the property.  As of March 31,
2004,  the  plugging  and  abandonment  trust  totaled approximately $2,807,000,
including  interest  received during 2004 of $3,000. The Company has plugged 132
wells  at WCBB since it began its plugging program in 1997 and is current in its
funding  and  plugging  obligations.

     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,
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 March 31, 2004, Gulfport was in the process of releasing
such  acreage  to  the  State  of  Louisiana.

Accounting  and  Reporting  Changes

SFAS  No.  143

     On  January  1, 2003, the Company adopted Statement of Financial Accounting
Standards  No.  143,  "Accounting  for  Asset Retirement Obligations" ("SFAS No.
143"),  which requires the Company to record a liability equal to the fair value
of  the  estimated  cost  to retire an asset.  The asset retirement liability is
recorded  in  the  period  in  which  the  obligation  meets the definition of a
liability,  which  is generally when the asset is placed into service.  When the
liability  is  initially recorded, the Company will increase the carrying amount
of  the  related  long lived asset by an amount equal to the original liability.
The  liability is accreted to its present value each period, and the capitalized

                                       32


cost  is  depreciated over the useful life of the related long-lived asset.  Any
difference  between  costs  incurred  upon  settlement  of  an  asset retirement
obligation  and  the  recorded liability will be recognized as a gain or loss in
the Company's earnings.  The asset retirement obligation is based on a number of
assumptions  requiring  professional  judgment.  The  Company cannot predict the
type  of  revisions to these assumptions that will be required in future periods
due  to  the  availability  of  additional information, including prices for oil
field  services,  technological  changes,  governmental  requirements  and other
factors.  Upon  adoption  of SFAS No. 143, the Company recorded a net benefit of
$270,000  as  the  cumulative  effect  of a change in accounting principle.  The
non-cash  transition  adjustment  increased  oil  and natural gas properties and
asset  retirement  obligations  by  $7,590,000 and $7,370,000, respectively, and
decreased  accumulated  depreciation  by  $50,000.

     The  asset  retirement obligation recognized by the Company at December 31,
2003,  relates to the estimated costs to dismantle and abandon its investment in
producing oil and gas properties and the related facilities.  Of the total asset
retirement  liability,  $480,000  that  has been classified as short-term is the
estimated  portion  of the total liability to be settled during the next year as
the Company meets its plugging and abandonment requirements as discussed in Note
8.
     The  pro  forma  asset  retirement  obligation as of December 31, 2002, was
$7,370,000.  Pro  forma  net  income  for the period December 31, 2002, assuming
SFAS  No.  143  had been applied retroactively, is shown in the following table:



                                December 31, 2002
                                -----------------

          Net  income  available  to  common  stockholders  -
                                                                 
            As  reported                                            $  (625,000)
            Pro  forma                                                 (340,000)

          Net  income  per  common  share  -
            As  reported,  basic                                    $     (0.06)
            Pro  forma,  basic                                            (0.03)
            As  reported,  diluted                                        (0.06)
            Pro  forma,  diluted                                          (0.03)


SFAS  No.  150

     In  May  2003,  the  FASB  issued  SFAS  No.  150,  "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity." SFAS
No.  150 establishes standards for how an issuer classifies and measures certain
financial  instruments  with characteristics of both liabilities and equity.  It
requires that an issuer classify a financial instrument that is within its scope
as  a  liability  (or  as  an  asset  in  some  circumstances).  Many  of  those
instruments  were  previously  classified  as equity.  SFAS No. 150 is generally
effective for financial instruments entered into or modified after May 31, 2003,
and  otherwise  is  effective  at  the  beginning  of  the  first interim period
beginning  after June 15, 2003.  The Company has recorded a liability related to
the Series A preferred stock of $12,071,000.  Previously, the Series A preferred
stock  had  been  classified  on the balance sheet between total liabilities and
equity.  This  amount  represents  the  12,071  preferred  shares  issued  and
outstanding  as of December 31, 2003, at the redemption and liquidation value of
$1,000 per share.  In the opinion of management, the $1,000 per share redemption
and  liquidation  value  approximates  fair  value.  The  shares are mandatorily
redeemable  on the fifth anniversary of the first issuance of Series A preferred
stock.





                                       33


                                    BUSINESS

Description  of  Business

     Gulfport  is  an independent oil and gas exploration and production company
with  properties  located  along  the  Louisiana  Gulf  Coast.  The  Company's
operations  are  concentrated in two fields:  WCBB and the Hackberry Fields.  As
of  January  1, 2004, the Company had 22 MMBOE of proved reserves with a present
value  of  estimated  future  net  reserves, discounted at 10%, of approximately
$210,000,000  and  associated standardized measure of discounted future net cash
flows  of  approximately  $194,000,000.

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 table presents certain
information  as  of  June  1,  2004  reflecting  Gulfport's  net interest in its
producing  oil  and  gas  properties.



                       NRI/WI (1)     Producing Wells (2)       Wells           Acreage (3)        Gas       Oil      Total
                                      -------------------------------------------------------
Field                 Percentages     Gross        Net     Gross     Net      Gross     Net       MBOE      MBOE     MBOE
---------------------------------------------------------------------------------------------------------------------------
                                                                                       
West Cote Blanche
  Bay (4)(5)           79.443/100        48        46        288       287    4,590     4,590     1,727     17,195   18,922
E Hackberry            78.7/100          11        11         72        70    3,147     3,147       518      2,627    3,145
W Hackberry            87.5/100           1         1         26        26      592       592         -         43       43
Overrides/Royalty
Non-operated           Various           20         1         21         3    4,956       586        10         18       28
                                         --        --        ---       ---   ------     -----     -----     ------   ------

Total                                    80        59        407       386   13,285     8,915     2,254     19,883   22,137
                                         ==        ==        ===       ===   ======     =====     =====     ======   ======

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

(1)  Net  Revenue  Interest  (NRI)/Working  Interest  (WI)

(2)  Additionally,  East  Hackberry has seven wells that produce intermittently,
     and  WCBB  has  nine  wells  that  produce  intermittently.

(3)  All  of  Gulfport's  acreage  is  developed acreage. 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.

(4)  Gulfport has a 100% working interest (79.443% average NRI) from the surface
     to  the  base of the 13,900 Sand which is located at 11,320 feet. Below the
     base  of  the  13,900  Sand,  Gulfport  has  a  40.40% non-operated working
     interest  (29.95%  NRI).

(5)  By  the  time  the  field is retired, Gulfport will be required to plug and
     abandon  approximately  400  wellbores.  In  order to meet this obligation,
     Gulfport  has plugged at least twenty wells each year at WCBB since July of
     1997  and,  through  March  2004,  invested  monthly  in  a plugging escrow
     account.  The  Company  has  met  its  funding obligation for the West Cote
     Blanche  Bay  Escrow  Account.  The  account  has  a  current  balance  of
     approximately  $2,800,000.

West  Cote  Blanche  Bay  Field

Location  and  Land

     The  WCBB  lies  approximately  five  miles  off  the  coast  of Louisiana,
primarily in St. Mary Parish, in a shallow bay with water depths averaging eight

                                       34


to  ten  feet. Currently, Gulfport owns a 100% working interest (79.443% average
NRI)  and  is the operator in the depths above the base of the 13,900 Sand which
is  located  at  11,320  feet.  In addition, Gulfport owns a 40.40% non-operated
working  interest  (29.95%  NRI)  in  depths  below the base of the 13,900 Sand.
ChevronTexaco  is  the  operator  below  the base of the 13,900 Sand. Gulfport's
leasehold  at  WCBB  covers  a portion of Louisiana State Lease 340 and contains
4,590  gross  acres.

Area  History  and  Production

     Texaco  drilled the discovery well in this field 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 peak in the 1970's when over 300 wells were drilled in
the  field.  Of  the  880  wells  drilled to date, only 80 were dry holes.  As a
result, the field has a historic success rate of over 90% for all wells drilled.
Past  successes  do  not  assure  similar results going forward.  The historical
average cumulative gross production for a producer in the field is 237 MBO, with
over 100 of those wells (14% of total wells) producing in excess of 500 MBO.  As
of  January  1, 2004, field cumulative gross production was 192 MMBO and 233 BCF
of  gas.

     Of  the  880  wells  drilled  in  WCBB, 48 are currently producing, 273 are
shut-in  and  five  are salt water disposal wells. The other 554 wells have been
plugged  and  abandoned. During 2003, Gulfport's net current daily production at
WCBB  averaged  1,326 MBO, 1,132 MCF of gas and 14,155 barrels of water. For the
three months ended March 31, 2004, Gulfport's net daily production in this field
averaged  1,467  barrels  of  oil.

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

     Since  Gulfport's  acquisition of WCBB in 1997, Gulfport has drilled 37 new
wells  resulting  in 32 producers and six dry holes, for an 83% success rate. In
addition,  we  drilled  two  sidetrack  re-entries, one of which was successful.
These  drilling  projects  have  produced 1,914 gross MBOE with a total wellbore
gross  estimated  ultimate  recovery  (EUR)  of  5,599  MBOE.  Gulfport has also
re-completed  36  existing wells resulting in 24 producers and 12 failures for a
67%  success rate. These re-completed wells have produced 700 gross MBOE with an
estimated  gross  EUR  of  851  MBOE.

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 formation.  The relative movements affected
deposition  and created a complex system of fault traps.  The compensating fault
sets generally trend northwest to southeast and are intersected by sets having a
major radial component.  Later-stage movement caused extension over the dome and
a  large  graben system (a downthrown area bounded by normal faults) 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  880 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.

     WCBB  is  a  structurally  and stratigraphically complex field.  All of the
proved  undeveloped  (PUD)  locations at WCBB are adjacent to faults and abut at
least  one fault.  Gulfport's PUD drilling program is designed to penetrate each
PUD  trap  with  a new wellbore in a structurally optimum position, usually very
close  to  the  fault seal.  The majority of these wells have been and new wells
drilled  in  connection  with our drilling program will be directionally drilled
using  steering  tools  and downhole motors.  The tolerance for error in getting

                                       35


near  the  fault  is  low,  so  the  complex faulting does introduce the risk of
crossing  the fault before encountering the zone of interest, which could result
in  part  or  all  of the zone being absent in the borehole.  This, in turn, can
result in lower than expected or zero reserves for that zone.  The new wellbores
eliminate the mechanical risk associated with trying to produce the zone from an
old  existing  wellbore, while the wellbore locations are situated so as to more
efficiently  drain  each  reservoir.  The  vast  majority of the PUD targets are
up-dip  offsets  to  wells  that  produced  from a sub-optimum position within a
particular zone.  Gulfport's inventory of prospects includes 137 PUD wells.  The
drilling schedule used in the reserve report anticipates that all of those wells
will  be  drilled  by  2011.  Gulfport  intends  to  drill 12 wells during 2004.

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 50 MMCF
capacity  dehydrating system and three 140 horsepower triplex saltwater disposal
pumps.

Future  Activity

     Gulfport  is  planning  a 11 well drilling program for 2004 to begin in the
summer  of  2004.  The  wells  are expected to range in depth from approximately
2,500  feet  to  9,900  feet; all with multiple production horizon targets.  The
Company also plans to workover seven existing wells and convert an inactive well
to  a  salt  water  disposal  well  during  the  second  quarter  of  2004.

East  Hackberry  Field

Location  and  Land

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

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 2003
was over 111 MBO with casinghead gas production being over 60 BCF of gas.  There
have  been  a total of 170 wells drilled on Gulfport's portion of the field.  As
of  December  31,  2003,  11  wells  had  current  daily  production, 7 produced
intermittently,  72 were shut-in and 4 had been converted to salt water disposal
wells.  The  remaining  76  wells have been plugged and abandoned.  During 2003,
daily  net  production  averaged 195 barrels of oil with a limited amount of net
gas  production.

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 formed a series of structurally complex and steeply
dipping  fault blocks in the Lower Miocene and Oligocene age rocks.  These fault
blocks  serve as traps for hydrocarbon accumulation.  Gulfport's wells currently
produce  from  perforations  found  between  5,100  feet  and  12,200  feet.


                                       36


Facilities

     Gulfport has land-based production and processing facilities located at the
East Hackberry Field.  The facilities are comprised of two dehydrating units and
four disposal pumps.  Gulfport also has a field office that serves both the East
and  West  Hackberry  fields.

     The  Gulfport  technical  staff continues its effort to identify additional
drilling,  workover and recompletion candidates at East Hackberry.  During 2004,
Gulfport  intends  to  shoot  3-D seismic at East Hackberry Field to allow us to
undertake drilling at that field.  Gulfport intends to image shallow horizons at
depths  of  approximately  5,000  feet  to 7,000 feet, and image steeply dipping
targets  as  deep  as  15,000  feet.

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.  Gulfport owns a 100% working
interest (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.  This West
Hackberry  storage facility occupies 525 acres and has capacity to store 222 MBO
in  underground  salt  caverns.

Area  History  and  Production

     The  first  discovery  well  at  West Hackberry was drilled in 1938 and the
field  was  developed  by  Superior  Oil  Company  (now Exxon-Mobil Corporation)
between  1938  and 1988.  The estimated cumulative oil and condensate production
through  2003  was 170 MBO and 120 BCF of gas.  There have been 36 wells drilled
to  date  on Gulfport's portion of West Hackberry.  Currently, one is producing,
26  are  shut-in  and  one has been converted to a saltwater disposal well.  The
remaining  eight  wells have been plugged and abandoned.  During 2003, daily net
production  averaged  18 barrels of oil and a limited amount of gas.  Total  net
production  per  day  for both Hackberry fields was 220 barrels of oil  for  the
three-month  period  ended  March  31,  2004.

Geology

     Structurally,  Gulfport's  West Hackberry acreage is located on the western
end  of  the  Hackberry  salt ridge.  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
cumulative  production  of  almost  700  BOE.

Facilities

     Gulfport has land-based production and processing facilities located at the
West Hackberry field.  Gulfport has two dehydrating units and one disposal pump.
Gulfport  maintains  a field office that serves both the East and West Hackberry
fields.





                                       37


Additional  Properties

     In  addition  to  its interests in WCBB, East Hackberry and West Hackberry,
Gulfport  owns  working  interests  and  overriding  royalty interest in various
fields  as  described  in  the  following  table:




                                 Acreage           Overriding                         Non-Producing
   Field          Parish     Working Interest   Royalty Interests   Producing Wells        Wells
---------------------------------------------------------------------------------------------------
                                                                              
Bayou  Long       Iberia          3.125%                0%                 1                 0
Bayou  Penchant   Terrebonne      3.125%             10.0%                 8                 9
Bayou  Pigeon     Iberia          6.250%                0%                 6                 6
Deer  Island      Terrebonne      6.250%                0%                 3                 3
Golden  Meadow    Lafourche       3.125%                0%                 0                 1
Napoleonville     Assumption     10.000%              2.5%                 3                 0


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.  See additional discussion regarding the Litigation Trust in
the  footnotes  to the Company's financial statements included elsewhere in this
prospectus.

Oil  and  Gas  Marketing

     Gulfport  sells  its  oil  to Shell Trading Company ("Shell").  Shell takes
custody  of  the  oil at the barge inlet.  Gulfport has entered into fixed price
contracts  for the first barrels of production in a day with the remainder being
sold  in  accordance  with  posted  price for West Texas/New Mexico Intermediate
crude  plus  Platt's  trade  month  average  P+ value, plus or minus the Platt's
WII/LLS  differential  less  $0.83  per  barrel  for  transportation.

     During  2003,  Gulfport  sold  all  of  its oil production to Shell Trading
Company  and  all  of  its  gas  production  to  ChevronTexaco.  During  2002,
approximately  87%  of  Gulfport's  revenues  from  oil  and  gas  sales  were
attributable  to  Shell.

Competition  and  Markets

Availability  of  Markets

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

Impact  of  Energy  Price  Changes

     Oil and gas prices can be extremely volatile and are subject to substantial
seasonal,  political  and  other  fluctuations.  The prices at which oil and gas
produced by Gulfport may be sold is uncertain and it is possible that under some


                                       38


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.

Regulation

Regulation  of  Gas  and  Oil  Production

     Gas  and oil operations are subject to various types of regulation by state
and  federal  agencies.  Legislation affecting the gas and oil industry is under
constant  review  for  amendment  or  expansion.  Also, numerous departments and
agencies,  both  federal and state, are authorized by statute to issue rules and
regulations binding on the gas and oil industry and its individual members, some
of  which  carry  substantial  penalties  for failure to comply.  The regulatory
burden  on  the  gas  and  oil  industry  increases  the Company's cost of doing
business  and,  consequently,  affects  its  profitability.

     Gulfport  owns  interests  in  a number of producing oil and gas properties
located  along  the  Louisiana Gulf Coast.  The state of Louisiana regulates the
production  and  sale  of  natural gas and crude oil, including requirements for
obtaining drilling permits, the method of developing new fields, the spacing and
operation  of  wells.  In  addition,  regulations governing conservation matters
aimed  at preventing the waste of gas and oil resources could affect the rate of
production  and  may  include maximum daily production allowables for wells on a
market  demand  or  conservation  basis.

Oil  Price  Controls

     Sales  of  crude  oil,  condensate  and  gas liquids by the Company are not
regulated  and  are  made  at  market  prices.

Environmental  Regulation

     The  Company's  natural gas and oil exploration, development and production
operations  are  subject  to  stringent  federal,  state  and   local  laws  and
regulations  governing  the  discharge  of  materials  into  the  environment or
otherwise relating to environmental protection.  Numerous governmental agencies,
such  as  the  U.S.  Environmental Protection Agency (EPA), issue regulations to
implement  and  enforce  such  laws,  which  often  require difficult and costly
compliance  measures  that  carry substantial administrative, civil and criminal
penalties  or may result in injunctive relief for failure to comply.  These laws
and  regulations  may  require  the  acquisition  of  a  permit  before drilling
commences,  restrict  the  types,  quantities  and  concentrations   of  various
substances that can be released into the environment in connection with drilling
and production activities, limit or prohibit construction or drilling activities
on  certain  lands lying within wilderness, wetlands, ecologically sensitive and
other  protected areas, require remedial action to prevent pollution from former
operations,  such  as  plugging  abandoned  wells  or  closing  pits, and impose
substantial  liabilities  for pollution resulting from the Company's operations.
The  regulatory burden on the natural gas and oil industry increases the cost of
doing business and consequently affects profitability.  Changes in environmental
laws  and  regulations  occur  frequently,  and  any changes that result in more
stringent  and  costly  waste  handling, storage, transport, disposal or cleanup
requirements  could  materially  adversely  affect  the Company's operations and
financial  position, as well as the gas and oil industry in general.  Management
believes  that  the Company is in substantial compliance with current applicable
environmental  laws  and  regulations  and  the  Company has not experienced any
material  adverse  effect from compliance with these environmental requirements;
this  trend,  however,  may  not  continue  in  the  future.

     The  Comprehensive  Environmental Response, Compensation and Liability Act,
as  amended, also known as CERCLA or Superfund, and comparable state laws impose
liability  without  regard  to  fault or the legality of the original conduct on
certain  classes of persons who are considered to be responsible for the release
of  a  "hazardous  substance"  into  the environment.  These persons include the

                                       39


owner  or  operator of the disposal site or sites where the release occurred and
companies that disposed or arranged for the disposal of the hazardous substances
found  at  the  site.  Under  CERCLA,  such  persons may be subject to joint and
several  liability  for  the  costs of cleaning up the hazardous substances that
have  been  released  into the environment, for damages to natural resources and
for  the costs of certain health studies, and it is not uncommon for neighboring
landowners  and  other  third  parties  to  file  claims for personal injury and
property damage allegedly caused by the release of hazardous substances or other
pollutants  into  the  environment.

     The  Resource  Conservation  and Recovery Act (RCRA), as amended, generally
does  not  regulate  most  wastes generated by the exploration and production of
natural  gas  and  oil.  RCRA  specifically  excludes  from  the  definition  of
hazardous  waste  "drilling fluids, produced waters, and other wastes associated
with  the  exploration,  development, or production of crude oil, natural gas or
geothermal  energy."  However, these wastes may be regulated by the EPA or state
agencies  as  solid  waste.  Moreover, ordinary industrial wastes, such as paint
wastes,  waste  solvents,  laboratory  wastes  and waste compressor oils, may be
regulated  as  hazardous  waste.  Although  the  costs  of  managing  solid  and
hazardous  waste  may  be significant, the Company does not expect to experience
more  burdensome costs than similarly situated companies involved in natural gas
and  oil  exploration  and  production.

     The  Company currently owns or leases, and has in the past owned or leased,
numerous  properties  that for many years have been used for the exploration and
production  of  gas  and  oil.  Although  the Company has utilized operating and
disposal  practices that were standard in the industry at the time, hydrocarbons
or other wastes may have been disposed of or released on or under the properties
owned  or leased by the Company or on or under other locations where such wastes
have  been  taken for disposal.  In addition, many of these properties have been
operated  by  third  parties  whose  treatment  and  disposal  or  release  of
hydrocarbons  or  other  wastes  was  not  under  the  Company's control.  These
properties  and  the  wastes disposed thereon may be subject to CERCLA, RCRA and
analogous  state  laws.  Under such laws the Company could be required to remove
or remediate previously disposed wastes or property contamination, or to perform
remedial  plugging  or  pit  closure operations to prevent future contamination.

     The  Federal Water Pollution Control Act of 1972, as amended, also known as
the  Clean  Water  Act,  and analogous state laws impose restrictions and strict
controls  regarding  the  discharge of pollutants, including produced waters and
other gas and oil wastes, into state waters or waters of the United States.  The
discharge  of  pollutants  into  regulated  waters  is  prohibited,  except  in
accordance  with  the  terms  of a permit issued by the EPA or the state.  These
proscriptions  also prohibit certain activity in wetlands unless authorized by a
permit  issued  by  the U.S.  Army Corps of Engineers.  The EPA has also adopted
regulations  requiring certain gas and oil exploration and production facilities
to  obtain permits for storm water discharges.  Costs may be associated with the
treatment  of  wastewater  or  developing and implementing storm water pollution
prevention  plans.  The  Company's  management  believes  that  the  Company has
obtained  or  applied  for  all  permits  required  under  the  Clean Water Act.
Sanctions  for  failure  to  comply  with  Clean  Water  Act requirement include
administrative,  civil  and  criminal  penalties,  as well as injunctive relief.

     The  Clean  Air  Act  (CAA),  as  amended,  restricts  the  emission of air
pollutants  from  many  sources,  including natural gas and oil operations.  New
facilities may be required to obtain permits before work can begin, and existing
facilities  may  be  required  to  incur  capital  costs  in  order to remain in
compliance.  In  addition,  more  stringent  regulations  governing emissions of
toxic  air pollutants are being developed by the EPA, and may increase the costs
of  compliance  for some facilities.  The Company's management believes that the
Company is in substantial compliance with all air emissions regulations and that
the  Company  has  or  has applied for all necessary permits for its operations.

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

                                       40


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  12,035  square feet.  The monthly rent is approximately
$18,000.  Gulfport  has  recently  entered  into  an  agreement  to purchase the
building.  See  "Management  Discussion  and Analysis of Financial Condition and
Results of Operations-Capital Expenditures, Capital Resources and Liquidity" for
additional  information  regarding  the  proposed  purchase.

     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  6,180  square  feet of finished office area and 6,300
square  feet  of  clear  span  warehouse area.  This building allows Gulfport to
provide office space for Louisiana personnel, have access to meeting space close
to  the  fields  and  maintain  a  corporate  presence  in  Louisiana.

Employees

     At  March  31, 2004, Gulfport had 28 employees.  A Louisiana well servicing
company  serves  as  contract  operator of the fields and provides all necessary
field  personnel.

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 January 1, 2004, as estimated by Netherland, Sewell & Associates,
an  independent  engineering  firm.



                                                   JANUARY 1, 2004
                                                   ---------------
Proved Reserves                       Developed     Undeveloped        Total
                                      ---------     -----------        -----
                                                          
Oil (MBBLS)                                1,790          18,093          19,883

Gas (MMCF)                                 1,257          12,267          13,524

MBOE                                       1,999          20,138          22,137

Year-end  present  value of
  estimated  future  net
  revenue,.discounted
  at 10% (Pre-tax)                   $ 25,350,000   $ 184,188,000   $ 209,538,000


     Total  proved  reserves  decreased  to  22,137 MBOE at January 1, 2004 from
26,090  at January 1, 2003.  This decrease in reserves is mainly attributable to
normal  production  declines  and  engineering  revisions.

     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

                                       41


to  be developed and produced based on economic conditions prevailing at January
1, 2004.  The estimated future production is priced at December 31, 2003 without
escalation  using  $32.52  per  BBL  and  $6.19  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. The reserves reported in Gulfport's filing
to the U.S. Department of Energy do not differ more than five percent from those
disclosed  in  this  prospectus.

Production,  Prices,  and  Production  Costs

     The  following  are  tables  of  Gulfport's  average  prices  received  and
production  volumes  during  the  periods  indicated:



                                               Three Months Ended March 31,
                                                    2004          2003
                                                ------------  ------------
     Production  Volumes:
                                                        
     Oil (MBBLS)                                     133           142
     Gas (MMCF)                                       15            26
     Average oil price (per Bbl)                $  32.56      $  28.91
     Average gas price (per Mcf)                $   3.30      $   4.23




                                                    2003          2002           2001
                                                ------------  ------------  ------------
     Production  Volumes:
                                                                       
     Oil (MBBLS)                                     571           464               595
     Gas (MMCF)                                      123           103                71
     Oil Equivalents (MBOE)                          592           481               607

     Average  Prices:
     Oil  (per  BBL)                            $  27.66 (1)  $  24.69 (2)      $  25.50
     Gas  (per  MCF)                            $   4.04      $   3.66          $   4.20
     Oil  Equivalents  (per  MBOE)              $  26.70      $  24.59          $  25.48
     Average Production Costs (per BOE)         $   9.93 (3)  $  10.65 (3)      $   7.85
     Average Production Taxes (per BOE)         $   3.17      $   2.81          $   2.88

--------------------------------------
(1)  Includes  fixed  contract  prices  of



                                             
                         January  2003          $  28.50
                         February  2003         $  28.34
                         March  2003            $  27.95
                         April  2003            $  27.08
                         May  2003              $  26.95
                         June  2003             $  24.27
                         July  2003             $  24.33
                         August  2003           $  24.42
                         September  2003        $  24.45
                         October  2003          $  24.45
                         November  2003         $  24.25
                         December  2003         $  24.10


Excluding  the  effect  of  the fixed price contracts, the average oil price for
2003  would  have  been  $32.38 per BBL and $32.08 per BBL oil equivalent price.


                                       42


(2)  Includes fixed contract prices of $26.50 for the months May through October
     2002  and  $25.90  for  November  and  December.

(3)  Does  not  include  production  taxes.

Drilling  and  Recompletion  Activities

     The  following  table  contains  data with respect to certain of Gulfport's
field  operations  during  the  years  ended  December  31, 2003, 2002 and 2001.



                                               2003                   2002                   2001
                                           -------------          -------------          -------------
                                           Gross     Net          Gross     Net          Gross     Net
                                           -----     ---          -----     ---          -----     ---
          Recompletions, Sidetracks
          and  Deepenings:
                                                                                   
          Oil                                8        8              4       4             6         6
          Gas                                0        0              0       0             0         0
          Non-Productive                     1        1              0       0             0         0
                                           --------------          -------------         ---------------
          TOTAL:                             9        9              4       4             6         6
                                           ==============          =============         ===============

          Exploratory - non-productive       0        0              1       1             0         0
                                           ==============          =============         ===============

          Development  Wells:
          Oil                                7        7              8       8             7          7
          Gas                                0        0              0       0             0          0
          Non-Productive                     1        1              1       1             0          0
                                           --------------          -------------         ---------------
          TOTAL:                             8        8              9       9             7          7
                                           ==============          =============         ===============


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.










                                       43



The  officers  and  directors  of  Gulfport  are  as  follows:


          Name                       Age            Position
-------------------------            ---  --------------------------------------
                                    
Mike  Liddell                        50   Chairman of the Board, Chief Executive
                                            Officer,  President  and  Director
Michael  G.  Moore                   47    Vice President  and  Chief  Financial
                                            Officer
Lisa  Holbrook                       33    Vice President,  General  Counsel and
                                             Secretary
*Robert  E.  Brooks                  57    Director
*David  L.  Houston                  51    Director
Mickey  Liddell                      42    Director
*Dan  Noles                          56    Director


*Members  of  Gulfport's  Audit  Committee.

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

     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 president of Delphi Oil & Gas, Inc.  From 1997 to 2002,
Mr.  Brooks  was  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  $600,000,000,  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 the Company since January 1999.
Since  2001,  Mr.  Liddell  has  been  the  President  of  Berlanti-Liddell
Entertainment,  LLC,  a  television and motion picture production company.  From

                                       44


2000  through  2001,  Mr. Liddell served as President of Entertainment Services,
LLC.  From  1994  through  1999,  Mr.  Liddell  served  as  President  of Banner
Entertainment,  LLC.  Both  Banner  Entertainment  LLC and Mr. Liddell filed for
bankruptcy in 1999.  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
brother-in-law  of  Dan  Noles.

     Dan  Noles has served as a director of the Company since January 2000.  Mr.
Noles  is  the President of Dan Noles Construction LLC.  Prior to that he served
as  the  President  of  Atoka Management Company, an oilfield equipment company.
Mr.  Noles  received  his  Bachelor  degree  in  Finance  from the University of
Oklahoma  in  1970.  Mr.  Noles is the brother-in-law of Mike Liddell and Mickey
Liddell.

Executive  Compensation

     The  following  table sets forth the compensation information earned during
2003,  2002  and  2001  by the Chief Executive Officer and by the two other most
highly  compensated  executive  officers  of the Company whose annual salary and
bonus  exceeded  $100,000  (the  "named executives"), in all capacities in which
they  served  during  that  period.



                                               Annual Compensation (1)      All Other
                                               -----------------------
Name and Principal Position     Year              Salary     Bonus       Compensation (2)
---------------------------     ----              ------     -----       ----------------
                                                                 
Mike Liddell                    2003             $218,566   $24,000          $19,500
  Chief Executive Officer       2002              200,000    24,000           19,142
                                2001              200,000    16,667           17,516

Michael Moore                   2003              105,000    13,800           $7,128
  Vice President &              2002              105,000    23,800            8,094
  Chief Financial Officer       2001              105,000    12,600            6,623

Lisa Holbrook                   2003              105,000   $13,800           $7,128
  Vice President &              2002              103,750    23,650            7,983
  General Counsel               2001               90,000    10,800            5,448
-------------------------


(1)  Amounts shown include cash and non-cash compensation earned and received by
     the  named  executives  as  well  as  amounts  earned but deferred at their
     election.  The  Company  provides various perquisites to certain employees,
     including  the  named  executives. In each case, the aggregate value of the
     perquisite  provided  to  the  named  executives did not exceed 10% of such
     named  executive's  total  annual  salary  and  bonus.

(2)  Amounts  for  Mike  Liddell  include  the  Company's  matching  401(k) plan
     contributions  of  $12,000,  $13,717 and $10,291 during 2003, 2002 and 2001
     respectively  and  life  insurance  premium  payments of $7,500, $5,425 and
     $7,225  during  2003, 2002 and 2001 respectively. Amounts for Michael Moore
     and  Lisa  Holbrook  represent  the  Company's  matching  401(k)  plan
     contributions  during  each  of  the  indicated  years.

Stock  Options

     No  options  were  granted  to  the  named executives or directors in 2003.






                                       45


     The  following  table  sets forth the number of unexercised options held by
named  executives  as  of December 31, 2003.  No options were exercised by named
executives  in  2001,  2002  or  2003.



                                Number  of  Securities
                                Underlying  Unexercised            Value  of  Unexercised  In
                               Options at Fiscal Year End          the Money Options Year End
                             -------------------------------      ------------------------------
      Name                   Exercisable      Un-exercisable      Exercisable      Unexercisable
                             -----------      --------------      -----------      -------------
                                                                                 
Mike Liddell (1)               457,270                  -            $411,543                -
Lisa Holbrook (1)               10,000                  -               9,000                -
Mike Moore (1)                  10,000                  -               9,000                -
---------------------------


(1)  These  options  were  exercisable  at $2.00 per share. The Company's common
     stock  closed  at  $2.90  on  December 31, 2003 as reported by the NASD OTC
     Bulletin  Board.

Employment  Agreements

     In June 2003, the Company renewed a five year employment agreement with its
Chief  Executive  Officer, Mike Liddell.  The employment agreement terminates on
June  1,  2009.  The  employment  agreement  provides  an  annual base salary of
$200,000  adjusted  for  cost  of  living  increases.  The  employment agreement
contains  a  change  of  control provision which guarantees Mr. Liddell one-year
salary  upon  the  occurrence  of  a  change  of  control  in  the  Company.

Liability  of  Directors  and  Officers  and  Indemnification

     As  permitted  by  the  DGCL,  the  Company's  Certificate of Incorporation
eliminates  in certain circumstances the monetary liability of the directors for
a  breach  of their fiduciary duty.  These provisions do not eliminate liability
of  the  directors  for  (i)  a  breach of the director's duty of loyalty to the
Company  or  its  Stockholders, (ii) acts or omissions by a director not in good
faith  or  which  involve  intentional misconduct or a knowing violation of law,
(iii)  liability  arising  under  Section  174  of  the  DGCL  (relating  to the
declaration  of  dividends  and purchase or redemption of shares in violation of
the  DGCL)  or  (iv) any transaction from which the director derived an improper
personal  benefit.  In addition, these provisions do not eliminate the liability
of  a  director for violations of the Federal securities laws, nor do they limit
the  rights of the Company or its Stockholders, in appropriate circumstances, to
seek  equitable  remedies  such  as  injunctive  or  other forms of non-monetary
relief.  Such  remedies  may  not  be  effective  in  all  cases.

     The  Bylaws  provide  that  the  Company  shall indemnify its directors and
officers to the fullest extent permitted by the DGCL. Under such provisions, any
director  or  officer,  who in his capacity as such, is made or threatened to be
made  a  party  to  any  suit  or proceeding, may be indemnified if the Board of
Directors  determines  such  director  or  officer  acted in good faith and in a
manner  he  reasonably  believed to be in or not opposed to the best interest of
the  Company. The Bylaws and the DGCL, further provide that such indemnification
is  not  exclusive of any other rights to which such individuals may be entitled
under  the  Certificate  of  Incorporation,  the  Bylaws, any agreement, vote of
Stockholders  or  disinterested  directors  or  otherwise.












                                       46


Securities  Authorized  for  Issuance  under  Equity  Compensation  Plans

     The  following  table  sets  forth  certain information, as of December 31,
2003,  with  respect  to  all  compensation  plans  previously  approved  by the
Company's  security  holders,  as  well  as  compensation  plans  not previously
approved  by  the  Company's  security  holders.



                                                                                 Number of Securities
                                                                                  Remaining Available
                                                                                  For Future Issuance
                              Number of Securities                                    Under Equity
                                To be Issued Upon         Weighted Average        Compensation Plans
                            Exercise of Outstanding      Exercise Price of       (Excluding Securities
                             Options, Warrants and      Outstanding Options,     Reflected in Far Left
                                    Rights              Warrants and Rights             Column)
                            -----------------------     --------------------     ---------------------

Equity  compensation  plans
  approved  by  security
                                                                                
  holders                            627,337                    $2.00                    255,663
 ----          --------
Equity  compensation  plans
  not  approved  by
  security  holders                       --                       --                         --
                                     -------                    -----                    -------

Total                                627,337                    $2.00                    255,663
                                     =======                    =====                    =======































                                       47

                             PRINCIPAL STOCKHOLDERS

     The following table sets forth certain information regarding the beneficial
ownership  of our common stock as of June 1, 2004, without giving effect to this
rights  offering, by (i) each director, (ii) each named executive officer, (iii)
each person known or believed by the Company to own beneficially five percent or
more  of  our  common  stock, and (iv) all directors and executive officers as a
group.



                                                       Beneficial Ownership
                                                       --------------------
   Name and Address of Beneficial Owner (1)          Shares     Percentage (2)
---------------------------------------------        ------     --------------
                                                                
Charles E. Davidson (3)
  411 West Putnam Avenue
  Greenwich, CT 06830                             8,177,595           67.2%

Peter M. Faulkner (4)
  767 Third Avenue, Fifth Floor
  New York, NY 10017                                602,565            5.9%

Mike  Liddell  (5)                                1,169,416           11.0%

Robert Brooks (6)                                    20,000               *

David Houston (7)                                    20,000               *

Mickey Liddell (8)                                   20,000               *

Dan Noles (9)                                        20,000               *

Lisa Holbrook (10)                                   10,000               *

Michael G. Moore (11)                                10,000               *

All  directors  and  executive
  officers  as  a  group
  (7 individuals)                                  1,269,416          12.5%
-----------------------------

*     Less  than  one  percent

(1)  Unless  otherwise  indicated, each person or group has sole voting and sole
     dispositive  power  with  respect  to all listed shares. The address of the
     Company's  directors  and  executive officers is 14313 N. May Avenue, Suite
     100,  Oklahoma  City,  Oklahoma  73134.

(2)  Beneficial  ownership  is determined in accordance with the SEC's rules. In
     computing  percentage  ownership  of  each  person,  shares of common stock
     subject  to  options held by that person that are currently exercisable, or
     exercisable  within  60  days  of  the  Record  Date,   are  deemed  to  be
     beneficially  owned.  These shares, however, are not deemed outstanding for
     the purpose of computing the percentage ownership of each other person. The
     percentage  of  shares  beneficially owned is based on 10,146,566 shares of
     common  stock  outstanding  as  of  June  1,  2004.

(3)  Includes  3,574,722  shares  of our common stock held by CD Holding, L.L.C.
     and 784,273 shares of our common stock held in an IRA for Mr. Davidson. Mr.
     Davidson  is  the  sole  member  of  CD Holding, L.L.C. Mr. Davidson is the
     Chairman  and controlling member of Wexford Management, L.L.C. In addition,
     the amount includes 1,795,860 shares of common stock owned by the following
     investment  funds (the "Wexford Entities") that are affiliated with Wexford
     Management:   Wexford  Special  Situations  1996,   L.P.;  Wexford  Special
     Situations  1996  Institutional,  L.P.;  Wexford  Special  Situations 1996,
     Limited;  Wexford-Euris  Special  Situations  1996,  L.P.; Wexford Spectrum


                                       48


     Investors,  L.L.C.;  Wexford  Capital  Partners  II, L.P.; Wexford Overseas
     Partners  I,  L.P.  Includes 2,022,740 shares of common stock issuable upon
     the  exercise  of  warrants  that  are  currently  exercisable owned by the
     following  investment  funds  that  are affiliated with Wexford Management:
     Wexford  Special Situations 1996, Limited; Wexford-Euris Special Situations
     1996,  L.P.;  Wexford  Spectrum Investors, L.L.C.; Wexford Capital Partners
     II,  L.P.;  Wexford  Overseas  Partners  I,  L.P.  Mr.  Davidson  disclaims
     beneficial  ownership  of  the  1,795,860  shares  of  our common stock and
     warrants  to  purchase  2,022,740  shares  of our common stock owned by the
     Wexford  Entities.

(4)  Represents  shares  of  our  common  stock owned by Rumpere Capital Trading
     Partners,  Ltd.  and  PMF  Partners,  LLC.

(5)  Includes  712,146  shares  of  our  common  stock held of record by Liddell
     Investments,  L.L.C. Mr. Liddell is the sole member of Liddell Investments,
     L.L.C.  Also  includes  457,270  shares  of  common stock issuable upon the
     exercise of options that are currently exercisable or exercisable within 60
     days  of  June  1,  2004.

(6)  Represents  20,000 shares of our common stock issuable upon the exercise of
     stock  options that are currently exercisable or exercisable within 60 days
     of  June  1,  2004.

(7)  Represents  20,000 shares of our common stock issuable upon the exercise of
     stock  options that are currently exercisable or exercisable within 60 days
     of  June  1,  2004.

(8)  Represents  20,000 shares of our common stock issuable upon the exercise of
     stock  options that are currently exercisable or exercisable within 60 days
     of  June  1,  2004.

(9)  Represents  20,000 shares of our common stock issuable upon the exercise of
     stock  options that are currently exercisable or exercisable within 60 days
     of  June  1,  2004.

(10) Represents  10,000 shares of our common stock issuable upon the exercise of
     stock  options that are currently exercisable or exercisable within 60 days
     of  June  1,  2004.

(11) Represents  10,000 shares of our common stock issuable upon the exercise of
     stock  options that are currently exercisable or exercisable within 60 days
     of  June  1,  2004.
















                                       49


                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Management  Services

     The  Company's  personnel  help  manage oil and gas and oil and gas related
assets  owned  by  affiliates  of  its  largest  stockholder.  The  Company  is
reimbursed  an  amount  equal  to the pro rata share of time its employees spend
performing  such  services  and  overhead.  In  2003,  the  amount billed by the
Company  for such services and overhead totaled approximately $764,000, of which
$379,000  remained  outstanding as of December 31, 2003.  At March 31, 2004, the
receivable  amount  totaled  $542,000.

Issuance  of  Series  A  Preferred  Stock

     In March 2002, the Company commenced a private placement offering of 10,000
units.  Each  unit  consisted  of  (i)  one share of Cumulative Preferred Stock,
Series  A,  of  the  Company  and (ii) a warrant to purchase up to 250 shares of
common  stock, par value $0.01 per share, of the Company.  Gulfport Funding, LLC
and  several  of its affiliates purchased an aggregate of 6,000.98 units in that
offering.  See "Management's Discussion and Analysis of Financial Conditions and
Results  of  Operations - Capital Resources - Issuance of Equity" for additional
information.

Back-stop  Agreement

     Pursuant to an agreement between us and CD Holding, L.L.C., dated April 14,
2004, CD Holding agreed, subject to certain conditions, to back-stop this rights
offering  by  purchasing  all  of  the  shares  of our common stock that are not
otherwise subscribed for by the other holders of subscription rights under their
basic  subscription  privileges and over-subscription privileges.  In return for
its  agreement  to  back-stop  this  rights  offering, CD Holding will receive a
commitment fee equal to 2% of the gross proceeds of this rights offering, which,
at  the  option  of CD Holding, may be applied to the subscription price payable
upon  exercise  of  the  rights  issued  to  it  in  this  rights  offering.

Credit  Agreement

     In  connection  with  this  rights offering, on April 30, 2004, the Company
entered  into  a $3,000,000 revolving credit facility with CD Holding, L.L.C., a
principal stockholder of the Company.  See "Management's Discussion and Analysis
of  Financial  Conditions and Results of Operations - Capital Resources - Credit
Facilities"  for  additional  information  regarding  this  credit  facility.













                                       50


                            DESCRIPTION OF SECURITIES

     The  following  summary  description  of  the  Company's  capital  stock is
qualified  in  its  entirety  by  reference  to  the  Company's  Certificate  of
Incorporation  and  Bylaws,  each  of  which  is  filed  as  an  exhibit  to the
Registration  Statement.

Common  Stock

     The  Company  is  currently  authorized to issue up to 20,000,000 shares of
common  stock,  par  value $.01 per share, of which there were 10,146,566 shares
outstanding  as  of  June  1, 2004.  Holders of our common stock are entitled to
cast  one  vote for each share held of record on each matter submitted to a vote
of  stockholders.  There  is  no  cumulative  voting  for election of directors.
Subject to the prior rights of any series of preferred stock which may from time
to  time  be  outstanding,  if  any, holders of our common stock are entitled to
receive  ratably  dividends  when, as, and if declared by the Board of Directors
out  of  funds legally available therefor and, upon the liquidation, dissolution
or  winding  up  of  the  Company,  are  entitled to share ratably in all assets
remaining  after  payment  of  liabilities  and payment of accrued dividends and
liquidation preferences on the preferred stock, if any.  There are no redemption
or  sinking  fund  provisions  that are applicable to our common stock.  Subject
only to the requirements of the DGCL, the Board of Directors may issue shares of
our  common  stock  without  stockholder  approval, at any time and from time to
time, to such persons and for such consideration as the Board of Directors deems
appropriate.  Holders  of our common stock have no preemptive rights and have no
rights to convert their common stock into any other securities.  The outstanding
common  stock  is  validly authorized and issued, fully paid, and nonassessable.
On  April 14, 2004, our Board of Directors adopted resolutions approving, and as
of April 15, 2004, the holders of more than a majority of the outstanding shares
of  our  common  stock  approved,  an  amendment to the Company's Certificate of
Incorporation  increasing  the  number  of authorized shares of our common stock
from  20,000,000  shares  to  35,000,000  shares.   The  amendment  will  become
effective  upon  filing  with  the  Secretary of State of the State of Delaware,
which  will  occur  before  the  closing  of  the  rights  offering.

Preferred  Stock

     The  Company  is  authorized  to  issue up to 5,000,000 shares of Preferred
Stock,  par  value  $.01  per  share,  of  which  there  were  12,533.58  shares
outstanding  as of March 31, 2004.  Shares of Preferred Stock may be issued from
time  to  time in one or more series as the Board of Directors, by resolution or
resolutions,  may  from  time  to  time  determine,  each  of  said series to be
distinctively   designated.   The  voting  powers,   preferences  and  relative,
participating,  optional  and  other  special  rights,  and  the qualifications,
limitations  or  restrictions  thereof, if any, of each such series of Preferred
Stock  may  differ  from those of any and all other series of Preferred Stock at
any  time outstanding, and, subject to certain limitations of the Certificate of
Incorporation  and  the  DGCL,  the  Board  of  Directors  may  fix or alter, by
resolution  or  resolutions, the designation, number, voting powers, preferences
and  relative,   participating,  optional   and  other   special   rights,   and
qualifications,  limitations  and  restrictions  thereof, of each such series of
Preferred  Stock.

     The  issuance of any such Preferred Stock could adversely affect the rights
of the holders of our common stock and therefore, reduce the value of the common
stock.  The  ability  of  the  Board of Directors to issue Preferred Stock could
discourage,  delay,  or  prevent a takeover of the Company.  See "Risk Factors."

Series  A  Preferred  Stock

     The  Company  has  designated  30,000  shares  of  its  Preferred  Stock as
Cumulative  Preferred  Stock,  Series A and had 12,533.58 shares of our Series A
preferred  stock  outstanding  as  of  March  31, 2004.  Holders of the Series A
preferred  stock  are  entitled  to  receive dividends at the rate of 12% of the
liquidation  preference per annum payable quarterly in cash or, at the option of
the  Company  for  all quarters ending on or prior to March 31, 2004, payable in
whole or in part in additional shares of Series A preferred stock at the rate of
15%  of  the liquidation preference per annum.  For all quarters after March 31,
2004,  dividends  are  payable  in cash.  However, the Board of Directors of the

                                       51


Company  has approved and the Company has received the consent of holders of the
requisite  number  of  shares of Series A preferred stock to amend the Company's
Certificate  of Designation with respect to the Series A preferred stock to give
the  Company  the  ability to pay dividends on the Series A preferred stock with
additional  shares  of Series A preferred stock after March 31, 2004 for so long
as  such  shares  remain outstanding and prior to the mandatory redemption date.

     The  Series A preferred stock may be redeemed at any time for an amount per
share  equal  to $1,000 and all accrued and unpaid dividends thereon, whether or
not  declared  or  payable.  All  then  outstanding shares of Series A preferred
stock will be redeemed on March 29, 2007 for an amount per share equal to $1,000
and  all  accrued  and  unpaid  dividends  thereon,  whether  or not declared or
payable.  Upon a liquidation of the Company, whether voluntary or mandatory, the
shares  of  Series A preferred stock will rank prior to the shares of our common
stock.  Consequently,  holders  of  Series  A  preferred  stock  will  receive
distributions  in an amount per share equal to $1,000 and all accrued and unpaid
dividends  thereon,  whether  or  not declared or payable, before holders of our
common  stock  will  receive  any  distribution.

     The  affirmative  vote  of  at least two thirds of the votes entitled to be
cast  by  holders of the Series A preferred stock is necessary for any amendment
to  the  certificate of incorporation which (1) adversely affects the rights and
privileges  of  the  Series  A  preferred  stock or (2) creates or authorizes an
increase  in  any  shares  ranking  senior  to  the  Series A preferred stock or
securities  convertible into the foregoing.  The Series A preferred stock cannot
be  sold  or  transferred  by  its  holders,  subject  to  certain  exceptions.

Transfer  Agent  and  Registrar

     The  transfer  agent  and  registrar for our common stock is UMB Bank, N.A.



















                                       52


                          CERTAIN UNITED STATES FEDERAL
                            INCOME TAX CONSEQUENCES

     The  following  discussion  is  a  summary  of  certain  federal income tax
consequences  of  this  rights offering to holders of our common stock that hold
such  stock as a capital asset for federal income tax purposes.  This discussion
is  based  on  laws,  regulations,  rulings  and decisions in effect on the date
hereof,  all  of  which are subject to change (possibly with retroactive effect)
and  to differing interpretations.  This discussion applies only to holders that
are  U.S.  persons  and  does not address all aspects of federal income taxation
that may be relevant to holders in light of their particular circumstances or to
holders  who  may be subject to special tax treatment under the Internal Revenue
Code,  including,  without  limitation,  holders of preferred stock or warrants,
holders  who  are  dealers  in  securities or foreign currency, foreign persons,
insurance  companies,  tax-exempt  organizations, banks, financial institutions,
broker-dealers,  holders  who  hold  common  stock as part of a hedge, straddle,
conversion  or  other  risk  reduction transaction, or who acquired common stock
pursuant  to  the  exercise  of  compensatory  stock  options  or  otherwise  as
compensation.

     We  have  not  sought, and will not seek, an opinion of counsel or a ruling
from  the Internal Revenue Service regarding the federal income tax consequences
of  this  rights  offering or the related share issuance.  The following summary
does  not  address  the  tax consequences of this rights offering or the related
share  issuance  under  foreign,  state,  or  local tax laws.  Accordingly, each
holder  of  common  stock  should  consult  its  Tax Advisor with respect to the
particular  tax  consequences  of  this  rights  offering  or  the related share
issuance  to  such  holder.

     For  U.S. federal income tax purposes, neither the receipt nor the exercise
of the subscription rights should result in taxable income to you. Moreover, you
should  not  realize  a loss if you do not exercise the subscription rights. The
holding period for a share acquired upon exercise of a subscription right begins
with  the date of exercise. The basis for determining gain or loss upon the sale
of  a  share acquired upon the exercise of a subscription right will be equal to
the  sum  of:

     -    the  subscription  price  per  share;

     -    any  servicing  fee  charged  to  you  by  your  broker, bank or trust
          company;  and

     -    the  basis,  if  any,  in  the subscription rights that you exercised.

     A gain or loss recognized upon a sale of a share acquired upon the exercise
of  a  subscription right should be a capital gain or loss assuming the share is
held  as  a  capital  asset  at  the  time of sale.  This gain or loss will be a
long-term  capital  gain  or loss if the share has been held at the time of sale
for  more  than  one  year.

     As  noted above, your basis in a share issued under the subscription rights
offer  includes your basis in the subscription rights underlying that share.  If
the  aggregate fair market value of the subscription rights at the time they are
distributed  is  less  than 15% of the aggregate fair market value of our common
stock  at  such time, the basis of the subscription rights issued to you will be
zero  unless  you  elect to allocate a portion of your basis of previously owned
common  stock  to the subscription rights issued to you in this rights offering.
If  the  aggregate fair market value of the subscription rights at the time they
are  distributed is 15% or more of the aggregate fair market value of our common
stock  at  such  time,  or  if  you elect to allocate a portion of your basis of
previously  owned  common stock to the subscription rights issued to you in this
offering,  then  your  basis  in previously owned common stock will be allocated
between  such  common  stock and the subscription rights based upon the relative
fair  market  value  of  such common stock and the subscription rights as of the
date  of  the  distribution  of  the  subscription  rights.  Thus,  if  such  an
allocation  is  made and the rights are later exercised, the basis in the common
stock  you  originally  owned  will  be  reduced by an amount equal to the basis
allocated  to  the subscription rights.  An election must be made in a statement
attached  to  your  federal  income  tax  return  for  the  year  in  which  the
subscription  rights are distributed.  If the subscription rights expire without
exercise,  you  will  realize no loss and no portion of your basis in the common
stock  will  be  allocated  to  the  unexercised  subscription  rights.

     If  you sell, exchange or otherwise dispose of subscription rights received
in  the  rights  offering  prior  to  the  expiration date, you should recognize

                                       53


capital  gain or loss equal to the difference between (i) the amount of cash and
the fair market value of any property received, and (ii) your tax basis (if any)
in  the  subscription rights disposed of.  Any such capital gain or loss will be
long-term  capital  gain  or  loss  if  your holding period for the subscription
rights exceeds one year at the time of disposition.  Your holding period for the
subscription  rights  received  in the rights offering will include your holding
period  for  the  common  stock  with respect to which the rights were received.

                                  LEGAL MATTERS

     The  validity  of  the  subscription  rights and the shares of common stock
offered pursuant to this rights offering will be passed upon for us by Akin Gump
Strauss  Hauer  &  Feld  LLP.

                                     EXPERTS

     Our  consolidated  financial  statements of as of December 31, 2003 and for
each  of  the  two years in the period ended December 31, 2003 appearing in this
prospectus  and  registration  statement  have been audited by Hogan & Slovacek,
independent  auditors,  as set forth in their report thereon appearing elsewhere
herein,  and are included in reliance upon such report given on the authority of
such  firm  as  experts  in  accounting  and  auditing.

                       WHERE YOU CAN FIND MORE INFORMATION

     We  file  information  statements and annual, quarterly and special reports
with the Securities and Exchange Commission.  You may read and copy any document
that  we  file at the Securities and Exchange Commission's public reference room
in  Washington,  D.C.  located at 450 Fifth Street N.W., Washington, D.C. 20549.
You  may  also call the Securities and Exchange Commission at 1-800-SEC-0330 for
further  information on the public reference rooms.  The Securities and Exchange
Commission  maintains  a  web  site  that contains reports, proxy statements and
information  statements  and  other  information regarding registrants that file
electronically  with  the Securities and Exchange Commission, including us.  Our
Securities  and  Exchange  Commission  filings are also available to you free of
charge  at  the  Securities  and  Exchange Commission's web site at www.sec.gov.

     This  prospectus  is  part of a registration statement on Form SB-2 we have
filed  with  the  Securities and Exchange Commission under the Securities Act of
1933.

     You  may  request  a  copy  of  our  filings,  at  no  cost,  by writing or
telephoning  us  at:

                           Gulfport Energy Corporation
                        14313 North May Avenue, Suite 100
                          Oklahoma City, Oklahoma 73134
                                 (405) 848-8807














                                       54


                          INDEX TO FINANCIAL STATEMENTS

                                                                            Page
                                                                            ----

Audited  Financial  Statements

Independent  Auditors'  Report                                               F-2

Balance  Sheet,  December  31,  2003                                         F-3

Statements  of  Operations,  Years  Ended  December  31, 2003 and 2002       F-4

Statements  of  Common  Stockholders' Equity, Years Ended
  December  31, 2003 and 2002                                                F-5


Statements  of  Cash  Flows,  Years  Ended  December 31, 2003 and 2002       F-6

Notes  to  Financial  Statements                                             F-7

Unaudited  Financial  Statements

Balance  Sheet,  March  31,  2004                                           F-21

Statements  of  Income,  Three  Months  Ended
  March  31,  2004  and  2003                                               F-22

Statements  of  Common  Stockholders'  Equity,
  Three  Months  Ended  March  31,  2004  and  2003                         F-23

Statements  of  Cash  Flows,  Three  Months  Ended
  March  31,  2004  and  2003                                               F-24

Notes  to  Financial  Statements                                            F-25







                                       55



GULFPORT ENERGY CORPORATION


July 14, 2004



Hogan & Slovacek
Harvey Parkway
301 NW 63rd Street, Suite 290
Oklahoma City, OK 73116

Ladies and Gentlemen:

We  refer  to  our  representation  letter  dated  May  10, 2004 given to you in
connection  with  your audit of the 2003 financial statements of Gulfport Energy
Corporation  and  your representation letter dated May 17, 2004, given to you in
connection  with  your  review of the March 31, 2004 financial statements of the
Company.  We reaffirm the representation made in those letters as of the date of
your  consent  to  include your report dated May 10, 2004, and reference to your
name  in  Amendment  No.  2  of  our  Registration  Statement  on  Form  SB-2.

In  addition,  we  further wish to confirm the following representations made to
you  prior  to  the  filing  of  our  Registration  statement  on  Form  SB-2.

     1.   In  connection with the rights offering on April 30, 2004, the Company
          entered into a $3.0 million revolving credit facility with CD Holding,
          LLC,  a  principal  stockholder  of  the Company. Borrowings under the
          credit  facility  are  due on the earlier of the closing of the rights
          offering  and  August 1, 2005 and bear interest as a rate of 10.0% per
          annum. The credit facility provides that if the rights offering is not
          completed, CD Holding has the right to convert any borrowings plus any
          accrued  but  unpaid interest under the facility into shares of Common
          Stock  at  a  conversion  price   equal  to  the   subscription  price
          established  for  the rights offering. If the rights offering proceeds
          is  not  otherwise terminated by the Company, CD Holding has agreed to
          apply  the  outstanding  principal  amount  and any accrued but unpaid
          interest either (1) to the subscription price payable upon exercise of
          the  rights issued to CD Holding in the rights offering, or (2) to the
          purchase price for the Company's common stock. Any amounts that remain
          outstanding  after  such  application will be repaid with a portion of
          the net proceeds from the rights offering to the extent such funds are
          available.

     2.   In  January  2004,  the Board of Directors of the Company approved and
          the Company received the consent of holders of the requisite number of
          shares  of Preferred to amend the company's Certificate of Designation
          with  respect  to the Series A preferred stock to give the Company the
          ability  to  pay  dividends  on  the  Series  A  preferred  stock with
          additional shares of Series A preferred stock after March 31, 2004 for
          so  long  as such shares remain outstanding and prior to the mandatory
          redemption  date.



Hogan & Slovack
July 14, 2004
Page 2


To  the  best of our knowledge and belief, no events have occurred subsequent to
May  10,  2004,  and  through  the date this letter is signed that would require
adjustment  to  or  disclosure  in the aforementioned financial statements to be
included  in  the  Registration  Statement.

/s/Mike Moore                                    /s/Mike Liddell
------------------------------------             -------------------------------
Mike Moore, Chief Financial Officer              Mike Liddell, President and CEO
Gulfport Energy Corporation                      Gulfport Energy Corporation



/s/Lisa Holbrook                                 /s/David Houston
------------------------------------             -------------------------------
Lisa Holbrook, V.P. and General                  David Houston, Audit Committee
Counsel                                          Gulfport Energy Corporation
Gulfport Energy Corporation


























                          INDEPENDENT AUDITORS' REPORT

The  Board  of  Directors  and
Stockholders  of  Gulfport  Energy  Corporation:

     We  have  audited  the  accompanying  balance  sheet  of  Gulfport  Energy
Corporation  (a  Delaware  corporation) as of December 31, 2003, and the related
statements  of  operations,  stockholders'  equity, and cash flows for the years
ended  December  31,  2003  and  2002.  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, 2003, and the results of its operations and its cash flows
for  the  years  ended December 31, 2003 and 2002, in conformity with accounting
principles  generally  accepted  in  the  United  States  of  America.

     As  described  in Note 21 to the financial statements, Gulfport changed its
method  of  accounting  for  asset retirement obligations and its redeemable 12%
cumulative  preferred  stock  as  required  by  the  provisions  of Statement of
Financial  Accounting  Standards  No.  143  and  150,  respectively.


                                HOGAN & SLOVACEK

Oklahoma  City,  OK
May  10,  2004






                                      F-2


                          GULFPORT ENERGY CORPORATION

                                  BALANCE SHEET


                                                                  December 31,
                                                                      2003
                                                                  -------------
                                     Assets
Current  assets:
                                                               
  Cash  and  cash  equivalents                                    $   1,542,000
  Accounts  receivable                                                1,340,000
  Accounts  receivable  -  related  party                               379,000
  Prepaid  expenses  and  other  current  assets                        179,000
                                                                  -------------
      Total  current  assets                                          3,440,000
                                                                  -------------

Property  and  equipment:
  Oil  and  natural  gas  properties                                127,991,000
  Other  property  and  equipment                                     1,912,000
  Accumulated  depletion,  depreciation,  amortization              (77,423,000)
                                                                  -------------
      Property  and  equipment,  net                                 52,480,000
                                                                  -------------

Other  assets                                                         3,060,000
                                                                  -------------

      Total  assets                                               $  58,980,000
                                                                  =============

                      Liabilities and Stockholders' Equity

Current  liabilities:
  Accounts  payable  and  accrued  liabilities                    $   3,274,000
  Accrued  payable  -  royalty  audit                                   212,000
  Asset  retirement  obligation  -  current                             480,000
  Current  maturities  of  long-term  debt                            2,318,000
                                                                  -------------
      Total  current  liabilities                                     6,284,000
                                                                  -------------

Asset  retirement  obligation  -  long-term                           7,356,000
Accrued  payable  -  royalty  audit                                     121,000
Redeemable 12% cumulative preferred stock, Series A, $.01
  par  value, with a redemption and liquidation  value  of
  $1,000 per share;  30,000  authorized, 12,071 issued and
  outstanding  at  December  31,  2003                               12,071,000
                                                                  -------------
      Total  liabilities                                             25,832,000
                                                                  -------------

Commitments  and  contingencies

Preferred  stock,  $.01  par  value;  5,000,000  authorized
  at  December  31,  2003,  none  issued                                      -

Common  stockholders'  equity:
  Common  stock  -  $.01  par  value,  20,000,000  authorized,
    10,146,566 issued and outstanding at December  31,  2003            101,000
  Paid-in  capital                                                   84,192,000
  Accumulated  deficit                                              (51,145,000)
                                                                  -------------
      Total  stockholders'  equity                                   33,148,000
                                                                  -------------

      Total  liabilities  and  stockholders'  equity              $  58,980,000
                                                                  =============



                See accompanying notes to financial statements.

                                      F-3


                          GULFPORT ENERGY CORPORATION
                            STATEMENTS OF OPERATIONS



                                                       Year Ended December 31,
                                                    ---------------------------
                                                         2003           2002
                                                    ------------   ------------
Revenues:
                                                             
  Gas  sales                                        $    498,000   $    379,000
  Oil  and  condensate  sales                         15,311,000     11,450,000
  Other  income                                          138,000        305,000
                                                    ------------   ------------
                                                      15,947,000     12,134,000
                                                    ------------   ------------

Costs  and  expenses:
  Operating  expenses                                  5,886,000      5,163,000
  Production  taxes                                    1,882,000      1,311,000
  Depreciation, depletion, and amortization            4,637,000      3,386,000
  General  and  administrative                         1,843,000      1,873,000
                                                    ------------   ------------
                                                      14,248,000     11,733,000

INCOME  FROM  OPERATIONS:                              1,699,000        401,000
                                                    ------------   ------------

OTHER  (INCOME)  EXPENSE:
  Accretion  expense                                     393,000              -
  Interest  expense                                      112,000        181,000
  Interest expense - preferred stock                     875,000              -
  Interest  income                                       (30,000)       (61,000)
  Proceeds  from  Litigation  Trust                            -       (160,000)
                                                    ------------   ------------
                                                       1,350,000        (40,000)
                                                    ------------   ------------

INCOME  (LOSS)  BEFORE  INCOME  TAXES                    349,000        441,000
                                                    ------------   ------------

INCOME  TAX  EXPENSE  (BENEFIT):
  Current                                                490,000        176,000
  Deferred                                              (490,000)      (176,000)
                                                    ------------   ------------
                                                               -              -
                                                    ------------   ------------


NET INCOME (LOSS) BEFORE  EFFECT  OF  CHANGE  IN
ACCOUNTING  PRINCIPLE                                    349,000        441,000

Cumulative  effect  of  change  in
accounting  principle                                    270,000              -
                                                    ------------   ------------
NET  INCOME  (LOSS)                                      619,000        441,000
                                                    ------------   ------------


Less:  Preferred  stock  dividends                      (838,000)    (1,066,000)
                                                    ------------   ------------

NET  INCOME  (LOSS)  AVAILABLE  TO
  COMMON  STOCKHOLDERS                              $   (219,000)  $   (625,000)
                                                    ============   ============

NET INCOME (LOSS) PER COMMON SHARE  -  BASIC:
Per  common  share  before  effect  of  change
  in  accounting  principle                         $      (0.05)  $      (0.06)
Effect  per  common  share  of  change  in
  accounting  principle                                     0.03              -
                                                    ------------   ------------

                                                    $      (0.02)  $      (0.06)
                                                    ============   ============

NET INCOME (LOSS) PER COMMON SHARE  -  DILUTED:
Per  common  share  before  effect  of  change
  in  accounting  principle                         $      (0.05)  $      (0.06)
Effect  per  common  share  of  change  in
  accounting  principle                                     0.03              -
                                                    ------------   ------------

                                                    $      (0.02)  $      (0.06)
                                                    ============   ============



                See accompanying notes to financial statements.

                                      F-4


                          GULFPORT ENERGY CORPORATION
                    Statements of Common Stockholders' Equity




                                                                Additional
                                            Common Stock          Paid-in      Accumulated
                                        Shares        Amount      Capital        Deficit
                                      ----------    --------    ----------    -------------
                                                                  
Balance  at  December  31,  2001      10,146,566    $101,000    $84,192,000   $(50,301,000)

  Net  income                                  -           -              -        441,000

  Preferred  stock  dividends                  -           -              -     (1,066,000)
                                      ----------    --------    -----------   ------------

Balance  at  December  31,  2002      10,146,566    $101,000    $84,192,000   $(50,926,000)

  Net  income                                  -           -              -        619,000

  Preferred  stock  dividends                  -           -              -       (838,000)
                                      ----------    --------    -----------   ------------

Balance  at  December  31,  2003      10,146,566    $101,000    $84,192,000   $(51,145,000)
                                      ==========    ========    ===========   ============



                 See accompanying notes to financial statements.















                                      F-5


                          GULFPORT ENERGY CORPORATION
                            Statements of Cash Flows



                                                       Year Ended December 31,
                                                    ---------------------------
                                                         2003           2002
                                                    ------------   ------------
Cash  flows  from  operating  activities:
                                                             
  Net  income                                       $    619,000   $    441,000
  Adjustments  to  reconcile  net  income  to
    net cash provided by operating activities:
    Cumulative effect of change in accounting
      principle                                         (270,000)             -
    Accretion  of  discount                              393,000              -
    Interest  expense  -  preferred  stock               875,000              -
    Depletion,  depreciation  and  amortization        4,631,000      3,366,000
    Amortization  of  debt  issuance  costs                6,000         20,000
    Changes in operating assets and liabilities:
      Decrease in insurance settlement receivable      2,510,000              -
      Decrease (increase) in accounts receivable         493,000       (682,000)
      (Increase) decrease in accounts receivable -
        related party                                   (321,000)        47,000
      Decrease  in  prepaid  expenses                     26,000         31,000
      Increase  in  accounts  payable
        and  accrued  liabilities                        420,000        807,000
                                                    ------------   ------------
Net cash provided by operating activities              9,382,000      4,030,000
                                                    ------------   ------------

Cash  flows  from  investing  activities:
  (Additions) to cash held in escrow                    (235,000)      (242,000)
  (Additions)  to  other  property,  plant
    and  equipment                                       (40,000)       (16,000)
  (Additions)  to  oil  and  gas  properties         (10,145,000)    (8,513,000)
  Expenditures  related  to  oil  and  gas
    properties  due  to  hurricane                      (707,000)      (133,000)
                                                    ------------   ------------
Net  cash  used in investing activities              (11,127,000)    (8,904,000)
                                                    ------------   ------------

Cash  flows  from  financing  activities:
  Borrowings  on  note  payable                        2,200,000              -
  Principal  payments  on borrowings                     (22,000)    (1,123,000)
  Proceeds from issuance of preferred stock                    -      6,029,000
                                                    ------------   ------------
Net cash provided by financing activities              2,178,000      4,906,000
                                                    ------------   ------------

Net increase in cash and cash equivalents                433,000         32,000

Cash and cash equivalents at beginning of period       1,109,000      1,077,000
                                                    ------------   ------------

Cash  and  cash  equivalents  at  end  of  period   $  1,542,000   $  1,109,000
                                                    ============   ============

Supplemental disclosure of cash flow information:
  Interest  payments                                $    112,000   $     42,000
                                                    ============   ============

Supplemental disclosure of non-cash transactions:
  Repayment  of  note  payable  to  related
    party  through issuance  of  Series  A
    Preferred  Stock                                $          -   $  3,000,000
                                                    ============   ============

  Repayment  of  accrued  interest  due  on
    note  payable to  related  party  through
    issuance  of  Series  A
      Preferred  Stock                              $          -   $    263,000
                                                    ============   ============

  Payment of Series A Preferred Stock dividends
    through issuance of Series A Preferred Stock    $    838,000   $  1,066,000
                                                    ============   ============



                 See accompanying notes to financial statements.

                                      F-6


                          GULFPORT ENERGY CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002


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 and totaled $1,600 at December 31, 2003.  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 7
to  30  years.

Reclassifications

     Certain  reclassifications  have  been made to the 2002 financial statement
presentation  in  order to conform to the 2003 financial statement presentation.

Net  Income  (Loss)  per  Common  Share

     Basic  net income (loss) per common share is computed by dividing income or
loss  attributable  to  common  stock  by  the weighted average number of common
shares  outstanding  for the period.  Diluted net income (loss) per common share
reflects  the  potential dilution that could occur if options or other contracts
to  issue  common  stock were exercised or converted into common stock.  Diluted
net  loss  per  common  share  does  not  reflect dilution from potential common
shares,  because  to  do  so  would  be anti-dilutive. Calculations of basic and
diluted  net  income  (loss)  per  common  share  are  illustrated  in  Note 16.


                                      F-7

                          GULFPORT ENERGY CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002
                                    CONTINUED


Income  Taxes

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

Revenue  Recognition

     Gas  revenues  are  recorded  in  the  month produced using the entitlement
method,  whereby  any  production  volumes  received  in excess of the Company's
ownership  percentage in the property are recorded as a liability.  If less than
Gulfport's  entitlement  is  received,  the  underproduction  is  recorded  as a
receivable.  There  is no such liability or asset recorded at December 31, 2003.
Oil  revenues are recognized when ownership transfers, which occurs 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 from properties located on the Louisiana Gulf Coast.  Therefore,
no  reporting  of  business  segments  has  been  included  in  these  financial
statements  or  the  notes  thereto.


2.     INSURANCE  SETTLEMENT  RECEIVABLE

     Hurricane  Lili hit the southern gulf coast of Louisiana on October 3, 2002
with  estimated  sustained  winds over 120 miles per hour and a 9-1/2 foot tidal
surge.  The  eye of the hurricane came on shore directly East of Gulfport's WCBB
field.  The  storm  caused   significant  damage  to  the  Company's  production
facilities  and  the  WCBB  field.  The  total cost to restore production to the
field  was  estimated  by  the  Company's  personnel and insurance carrier to be
$3,510,000.  As of December 31, 2003, the Company had received the $3,510,000 in
insurance  settlement  proceeds.  Hurricane  related repairs for the years ended
December  31,  2003  and  2002,  were  $707,000  and  $1,133,000  respectively.

3.     ACCOUNTS  RECEIVABLE  -  RELATED  PARTY

     Included  in  the  accompanying December 31, 2003 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, 2003 AND 2002
                                    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. At the end of 2003, this
receivable  amount  totaled  $379,000.

4.     PROVISION  FOR  ALLOWANCE  FOR  DOUBTFUL  ACCOUNTS

     A  summary  of  the activity in the allowance for doubtful accounts for the
year  ended  December  31,  2003  is  as  follows:



                                               
          Balance,  beginning  of  the  year      $      239,000
          Provision  for  bad  debts                           -
          Bad  debts  written  off                      (239,000)
                                                  --------------
          Balance,  end  of  year                 $            -
                                                  ==============


     Charges to bad debt expense totaling $7,000 were made during the year ended
December  31,  2003.  The  Company wrote off a receivable of $246,000 during the
year resulting in bad debt expense of $7,000 after fully utilizing the provision
for  allowance  for  doubtful accounts of $239,000.  Charges to bad debt expense
for  the  year  ended  December  31,  2002  were  $87,000.


5.     PROPERTY  AND  EQUIPMENT

     The  major  categories  of  property  and equipment and related accumulated
depreciation, depletion and amortization as of December 31, 2003 are as follows:



                                                 
          Oil  and  gas  properties                 $    127,991,000
          Office  furniture  and  fixtures                 1,435,000
          Building                                           217,000
          Land                                               260,000
                                                    ----------------

          Total  property  and  equipment                129,903,000

          Accumulated  depreciation,  depletion,
            amortization  and  impairment  reserve       (77,423,000)
                                                    ----------------

          Property  and  equipment,  net            $     52,480,000
                                                    ================


     Included  in  oil and gas properties at December 31, 2003 are $2,113,000 in
general and administrative costs incurred and capitalized to the full cost pool.
General  and  administrative  costs  capitalized to the full cost pool represent
management's  estimate  of  costs  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.

6.      OTHER  ASSETS

     Other  assets  as  of  December  31,  2003  consist  of  the  following:



          Plugging and abandonment escrow account
                                                     
            on  the  WCBB  properties  (Note  8)        $      2,749,000
          CD's securing letter of credit                         200,000
          Deposits                                               111,000
                                                        ----------------

                                                        $      3,060,000
                                                        ================


                                      F-9

                          GULFPORT ENERGY CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002
                                    CONTINUED


7.     ACCRUED  PAYABLE  -  ROYALTY  AUDIT

     During  the  third  quarter  of 2002, the Company underwent a royalty audit
which  was  conducted  by  the State of Louisiana.  The audit covered the period
from January 1, 1999 through December 31, 2001.  The Company was notified during
the  fourth  quarter of 2002 that the total amount to be paid as a result of the
audit  was  $492,000,  including  $146,000  in  penalties  and  interest.  As of
December  31,  2003, the liability was $333,000.  Amounts to be paid in the next
twelve  months  total  $212,000  and  have been classified as "Accrued payable -
royalty  audit"  in  the  current  liability section of the accompanying balance
sheet.  The portion of the liability that will be due in periods beginning after
the  next  twelve  months  total  $121,000  and have been classified as "Accrued
payable  -  royalty  audit"  in  the   non-current  liability  section   of  the
accompanying  balance  sheet.

8.     LONG-TERM  DEBT

       Long-term  debt  as  of  December  31,  2003  is  as  follows:


                                                           
       Building  loan                                         $        118,000
       Amounts borrowed under line of credit (Note 10)               2,200,000
                                                              ----------------
                                                                     2,318,000

       Less  -  current  maturities  of  long  term  debt            2,318,000
                                                              ----------------

       Debt  reflected  as  long  term                        $              -
                                                              ================


     All  debt  outstanding  as  of  December  31, 2003 will mature during 2004.

Building  Loan

     The  building  loan  of  $118,000  relates  to  a  building  in  Lafayette,
Louisiana, purchased in 1996 to be used as the Company's Louisiana headquarters.
The  building  is  12,480  square  feet  with approximately 6,180 square feet of
finished  office  area  and 6,300 square feet of warehouse space.  This building
allows  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.

9.     NOTE  PAYABLE  -  RELATED  PARTY

     On March 29, 2002, the outstanding balance of the Company's note payable to
Gulfport  Funding, LLC ("Gulfport Funding"), along with all accumulated interest
due  on  the  note, were retired through Gulfport Funding's participation in the
Company's  Private  Placement  Offering  as  described  in  Note  11.

10.    REVOLVING  LINE  OF  CREDIT

     The  Company  maintains a line of credit with Bank of Oklahoma, under which
the  Company  may  borrow up to $2,300,000. Amounts borrowed under the line bear
interest  at  Chase  Manhattan  Prime  plus  1%,  with  payments  of interest on
outstanding  balances due monthly. Any principal amounts borrowed under the line
will  be  due  on  July  1,  2004.  As of December 31, 2003, $2,200,000 had been
borrowed  under  this  line.

11.    COMMON  STOCK  OPTIONS,  WARRANTS  AND  CHANGES  IN  CAPITALIZATION

Options

     The  Company  sponsors  the  1999  Stock Option Plan (the "Plan"), which is
administered  by  the  Compensation  Committee (the "Committee") of the Board of
Directors  of  the  Company.  Under  the  terms  of  the Plan, the Committee may
determine:  to  which eligible participants options shall be granted, the number
of  shares covered by such options, the purchase price or exercise price of such

                                      F-10


options,  the  vesting period of such options and the exercisable period of such
options.  Eligible participants are defined as (i) all directors of the Company;
(ii)  all  officers  of  the Company; and (iii) all key employees of the Company
with  a  customary  work week of at least 40 hours in the employ of the Company.
The maximum number of shares for which options may be granted under the Plan, as
adjusted  for  changes in capitalization which have taken place since the Plan's
adoption,  is  883,000.

     The  Company  accounts  for  stock  options  under  Statement  of Financial
Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation"
as  amended  by  SFAS  No.  148,  "Accounting  for  Stock-Based  Compensation  -
Transition and Disclosure".  Presented below is a summary of the status of stock
options  and  related  activity  for the years ended December 31, 2003 and 2002:



                                                                   Weighted
                                                                    Average
                                                                Exercise Price
                                                       Shares     per Share
                                                      -------   ---------------
                                                            
     Options  outstanding  at  December  31,  2001    607,337     $     2.00
       Granted                                         20,000           2.00
       Exercised                                            -              -
       Forfeited/expired                                    -              -
                                                      -------     ----------
     Options  outstanding  at  December  31,  2002    627,337     $     2.00
       Granted                                              -              -
       Exercised                                            -              -
       Forfeited/expired                                    -              -
                                                      -------     ----------
     Options  outstanding  at  December  31,  2003    627,337     $     2.00
                                                      =======     ==========


     All  options  granted,  exercised and outstanding have an exercise price of
$2.00.

     The fair value of each option grant is estimated on the date of grant using
the  Black-Scholes  option-pricing  model  and  an  expected life of 5 years. No
options  were  granted  during  the  year  ended  December  31,  2003.

     Options  outstanding  at December 31, 2003 totaled 627,337.  Of this total,
612,520  options  were  exercisable  at  December  31,  2003, with the remaining
options  vesting  in  future  periods.

Warrants

     In  accordance with the origination of the note payable to Gulfport Funding
(retired  during  2002  as  discussed  in  Note  9),  the Company issued 108,625
warrants  to CD Holdings, LLC. The exercise price of these warrants is $5.25 and
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 if the
Company  at  any  time  increases  the number of outstanding shares or otherwise
adjusts  its  capitalization.

     Also,  on July 11, 2002, 1,163,195 previously exercisable warrants expired.
The  issuance  of  these  warrants  had stemmed from a reorganization which took
place  in  1997.

Private  Placement  Offering

     In March 2002, the Company commenced a private placement offering of 10,000
units.  Each  unit  consisted  of  (i)  one 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, of the Company.  Holders of
the  Preferred  are  entitled  to  receive  dividends  at the rate of 12% of the
liquidation  preference per annum payable quarterly in cash or, at the option of
the  Company  for  all quarters ending on or prior to March 31, 2004, payable in

                                      F-11


                          GULFPORT ENERGY CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002
                                    CONTINUED


whole  or  in  part  in additional shares of Preferred at the rate of 15% of the
liquidation  preference  per  annum.  To the extent funds are legally available,
the Company is obligated to declare and pay the dividends on the Preferred.  The
Preferred  may  be  redeemed at any time for an amount per share equal to $1,000
and  all  accrued  and  unpaid  dividends  thereon,  whether  or not declared or
payable, and must be redeemed on March 29, 2007 for an amount per share equal to
$1,000  and all accrued and unpaid dividends thereon, whether or not declared or
payable.  Accordingly,  the Preferred issued in connection with this Offering is
treated  as  redeemable  stock  on the Company's balance sheet.  The affirmative
vote  of  at least two thirds of the votes entitled to be cast by holders of the
Preferred  is  necessary  for  any amendment to the certificate of incorporation
which  (1)  adversely  affects the rights and privileges of the Preferred or (2)
creates  or authorizes an increase in any shares ranking senior to the Preferred
or  securities  convertible into the foregoing.  The Preferred cannot be sold or
transferred  by  its  holders,  subject  to  certain  exceptions.

     The  Warrants  have  a term of ten years and an exercise price of $4.00 per
share  of  common stock.  The Company granted to holders of the Warrants certain
demand  and piggyback registration rights with respect to shares of common stock
issuable  upon  exercise  of  the  warrants.

     The  Preferred  offering  was  made available to stockholders (some of whom
were  affiliates) of the Company as of December 31, 2001 and who were accredited
investors.  Purchasers  were  able  to participate up to their pro rata share of
ownership  in  the  Company  as of December 31, 2001.  As of April 15, 2002, the
Company  had  closed  on  subscriptions  totaling $9,292,000 for 9,291.85 units,
which  included  the  conversion by Gulfport Funding, LLC of its $3,000,000 loan
along  with  the  accumulated  interest due from the Company for 3,262.98 units.
Additionally, multiple entities controlled by the Company's majority stockholder
participated  in  the  offering  by  subscribing  for  2,738  units at a cost of
$2,738,000.

12.     DIVIDENDS  ON  SERIES  A  PREFERRED  STOCK

     As  discussed in Note 11, the Company may, at its option, accrue additional
shares  of  Preferred  for  the  payment of dividends at a rate of 15% per annum
during  the  initial  two years following the closing date of its Offering.  The
Company  has chosen to do so for the quarterly periods ending March 31, June 30,
September  30, and December 31, 2003 and has therefore accrued additional shares
payable  totaling  838,000  at  December 31, 2003 related to the Preferred Stock
Series A shares issued and outstanding during those time periods.  Subsequent to
the  adoption of SFAS 150 in the third quarter (see Note 21), the dividends were
recognized  as  interest  expense.  The  $875,000  shown  as "Interest expense -
preferred  stock"  in  the  accompanying  statement of operations represents the
dividends  accrued  on  the  Preferred  Stock Series A for the quarterly periods
ended  September  30  and  December  31,  2003.  These  dividends  payable  were
calculated  based upon the Preferred's $1,000 per share redemptive value and are
reflected  as  "Series  A  preferred  stock"  in the accompanying balance sheet.
Beginning  with  the period ended June 30, 2004, the Company will be required to
pay  cash  dividends at a rate of 12% per annum on the Series A Preferred Stock.

13.     FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

     All  financial  instruments  carried  as  assets  and  liabilities  on  the
accompanying  balance  sheet  at  December  31,  2003 are carried at cost, which
approximates  market  value.  The outstanding shares of Series A preferred stock
have  been stated on the accompanying balance sheet at their redemptive value of
$1,000  per  share.

14.     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 (Castex)
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.  During March
2002,  the Company received approximately $220,000 from Castex which the Company

                                      F-12

                          GULFPORT ENERGY CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002
                                    CONTINUED


believes  consists  of sales income for the period after payout net of operating
expenses,  although  the  Company  has  not received confirmation of such.  As a
result, this amount received has been included in the accompanying statements of
operations  for  the year ended December 31, 2002 as "Other income". The Company
received  an  additional  $66,000  from  Castex  in March of 2003, which is also
included in the accompanying statement of income for the year ended December 31,
2003  as  "Other  Income".

15.     INCOME  TAXES

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



                                                   2003            2002
                                            ---------------   ---------------
                                                        
Income  before  federal  income  taxes      $       349,000   $       441,000
                                            ---------------   ---------------

Expected  income  tax  at  statutory  rate          140,000           176,000
Increase in tax resulting from interest
  expense  not  tax  deductible                     350,000                 -
Provision  for  income  taxes                       490,000           176,000
Net  operating  loss  carryforward
  utilized                                         (490,000)         (176,000)
Other  deferred  tax  assets utilized                     -                 -
                                            ---------------   ---------------

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


     Subsequent  to  the  adoption  of SFAS 150, the Company recognized interest
expense  of $875,000 for the year ended December 31, 2003.  This interest is not
deductible  for tax purposes.  This resulted in a taxable difference of $350,000
when  the  interest  expense  is  applied  to  the  statutory  rate of 40%.  The
difference  in  taxable income is fully nullified by the Company's net operating
loss  carryforward.

The  tax  effects of temporary differences and net operating loss carryforwards,
which  give  rise  to  deferred tax assets at December 31, 2003 are estimated as
follows:



                                                   2003              2002
                                            ---------------   ---------------
                                                        
Net operating loss carryforward             $    39,349,000   $    36,356,000
Oil and gas property basis difference             5,564,000        12,540,000
                                            ---------------   ---------------
Total deferred tax asset                         44,913,000        48,896,000
Valuation allowance                             (44,913,000)      (48,896,000)
                                            ---------------   ---------------

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


     The Company has an available tax net operating loss carry forward estimated
at  approximately  $98,372,000  as  of December 31, 2003. This carryforward will
begin  to  expire  in  the  year  2013.















                                      F-13


                          GULFPORT ENERGY CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002
                                    CONTINUED


16.     NET  INCOME  (LOSS)  PER  COMMON  SHARE

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



                                                 2003                                  2002
                                ----------------------------------     ----------------------------------
                                                              Per                                    Per
                                Income (loss)     Shares     Share     Income (loss)     Shares     Share
                                -------------------------------------------------------------------------
Basic:
  Income before effect of change
                                                                                   
    in accounting principle      $  349,000                             $   441,000
  Less:  preferred stock
    dividends                      (838,000)                             (1,066,000)
                                 ----------                             -----------
                                 $ (489,000)    10,146,566  $(0.05)     $  (625,000)   10,146,566    $(0.06)
                                                            ======                                   ======

Effect of change in
  accounting principle              270,000     10,146,566    0.03                -    10,146,566         -
                                 ----------                 -----       -----------                  ------
                                 $ (219,000)                $(0.02)     $  (625,000)                 $(0.06)
                                 ==========                 ======      ===========                  ======

Effect of dilutive securities:
  Stock options                                          0                                      0
                                                ==========                             ==========


     The  Company recorded a net loss from continuing operations after preferred
stock dividends for the years ended December 31, 2003 and 2002.  Due to this, no
potentially  dilutive  shares  were used in the computation of dilutive earnings
per  share  as  the  use  of  such  shares  would  be  anti-dilutive.

17.     RELATED  PARTY  TRANSACTIONS

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

18.     COMMITMENTS

Office  Lease

     On  August  8, 2002, the Company executed a 60-month lease on 12,035 square
feet  of  office space which commenced on November 15, 2002.  Payments due under
the  lease  during  its  term  are  as  follows:



                         For the year ended December 31,
                                  
                           2004      $        217,000
                           2005               217,000
                           2006               217,000
                           2007               162,000
                                     ----------------
                                     $        813,000
                                     ================


     Payments  made  under  this  lease  during the year ended December 31, 2003
totaled  $217,000.  Rental  expense for all operating leases for the years ended
December  31,  2003  and  2002  totaled  $233,000  and  $165,000,  respectively.


                                      F-14


                          GULFPORT ENERGY CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002
                                    CONTINUED


Plugging  and  Abandonment  Funds

     In  connection  with  the  acquisition of the remaining 50% interest in the
WCBB  properties,  the  Company  assumed  the  seller's 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. Beginning in 2007, the Company can access the
trust  for use in plugging and abandonment charges associated with the property.
As  of  December  31,  2003,   the   plugging  and  abandonment  trust   totaled
approximately  $2,749,000,  including   interest   received   during   2003   of
approximately  $14,000. The Company has plugged 132 wells at WCBB since it began
its  plugging  program  in  1997  and  is  current  in  its funding and plugging
obligations.

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, 2003, Gulfport was in the process of releasing such
acreage  to  the  State  of  Louisiana.

Contributions  to  401(k)  Plan

     Gulfport  sponsors  a  401(k)  and Profit Sharing plan 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,  2003  and  2002, Gulfport incurred $71,000 and
$56,000,  respectively,  in  contribution  expense  related  to  this  plan.

Employment  Agreement

     At  December  31, 2003, Gulfport had an employment agreement with its Chief
Executive  Officer. This agreement expires June 1, 2009, and calls for an annual
salary  of  $200,000,  which  may  be  adjusted  for  cost  of living increases.

19.     CONTINGENCIES

Litigation

     The  Company  has  been named as a defendant on various 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 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. During 2003,
Gulfport wrote off bad debts of $7,000. Bad debt expense of $87,000 was incurred
during  2002.


                                      F-15


                          GULFPORT ENERGY CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002
                                    CONTINUED


     The  Company  maintains  cash  balances  at several banks. Accounts at each
institution  are  insured  by  the  Federal  Deposit Insurance Corporation up to
$100,000. At December 31, 2003 Gulfport held cash in excess of insured limits in
these  banks  totaling  $1,442,000.

     During  2003,  Gulfport  sold  all  of  its oil production to Shell Trading
Company  and   all  of  its  gas   production  to  ChevronTexaco.  During  2002,
approximately  87%   of  Gulfport's  revenues  from   oil  and  gas  sales  were
attributable  to  Shell  Trading  Company.

20.     LITIGATION  TRUST  ENTITY

     Pursuant  to  Old  WRT's  1997  plan  of  reorganization,  all of Old WRT'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  Oil and Gas Company (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 Old WRT'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, 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  Old  WRT.  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  the  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.

     During  2002,  Gulfport  received  $160,000 in proceeds from the Litigation
Trust.  No  proceeds  were  received  from  the  Litigation  Trust  in  2003.

21.     ACCOUNTING  PRONOUNCEMENTS

SFAS  No.  143

     On  January  1, 2003, the Company adopted Statement of Financial Accounting
Standards  No.  143,  "Accounting  for  Asset Retirement Obligations" ("SFAS No.
143"),  which requires the Company to record a liability equal to the fair value
of  the  estimated  cost  to  retire an asset. The asset retirement liability is
recorded  in  the  period  in  which  the  obligation  meets the definition of a
liability,  which  is  generally when the asset is placed into service. When the
liability  is  initially recorded, the Company will increase the carrying amount
of  the  related  long-lived asset by an amount equal to the original liability.
The  liability is accreted to its present value each period, and the capitalized
cost  is  depreciated  over the useful life of the related long-lived asset. The
accretion  of the asset retirement obligation resulted in an expense of $393,000
for  the year ended December 31, 2003, as shown in the accompanying statement of
operations.  Any  difference  between costs incurred upon settlement of an asset
retirement obligation and the recorded liability will be recognized as a gain or
loss  in  the  Company's earnings. The asset retirement obligation is based on a
number  of  assumptions  requiring  professional  judgment.  The  Company cannot
predict  the  type  of  revisions  to these assumptions that will be required in
future  periods  due  to  the  availability of additional information, including
prices  for oil field services, technological changes, governmental requirements
and  other  factors.  Upon  adoption of SFAS No. 143, the Company recorded a net
benefit  of  $270,000  as  the  cumulative  effect  of  a  change  in accounting
principle.  The  non-cash  transition  adjustment  increased oil and natural gas
properties  and asset retirement obligations by $7.59 million and $7.37 million,
respectively,  and  decreased  accumulated  depreciation  by  $50,000.


                                      F-16


                          GULFPORT ENERGY CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002
                                    CONTINUED


     The  asset  retirement obligation recognized by the Company at December 31,
2003,  relates to the estimated costs to dismantle and abandon its investment in
producing  oil and gas properties and the related facilities. Of the total asset
retirement  liability,  $480,000  that  has been classified as short-term is the
estimated  portion  of the total liability to be settled during the next year as
the Company meets its plugging and abandonment requirements as discussed in Note
18.
..
     The  pro  forma  asset  retirement  obligation as of December 31, 2002, was
$7.37  million.  Pro forma net income for the period December 31, 2002, assuming
SFAS  No.  143  had been applied retroactively, is shown in the following table:



                                                          December 31, 2002
                                                          -----------------
     Net income available  to  common  stockholders  -
                                                       
       As  reported                                       $      (625,000)
       Pro  forma                                                (340,000)

     Net  income  per  common  share  -
       As  reported,  basic                               $         (0.06)
       Pro  forma,  basic                                           (0.03)
       As  reported,  diluted                                       (0.06)
       Pro  forma,  diluted                                         (0.03)


SFAS  No.  150

     In  May  2003,  the  FASB  issued  SFAS  No.  150,  "Accounting for Certain
Financial  Instruments  with  Characteristics  of  both Liabilities and Equity."
SFAS  No.  150  establishes  standards for how an issuer classifies and measures
certain  financial  instruments  with  characteristics  of  both liabilities and
equity.  It  requires  that  an  issuer  classify a financial instrument that is
within  its scope as a liability (or as an asset in some circumstances). Many of
those  instruments  were  previously  classified  as  equity.  SFAS  No.  150 is
generally effective for financial instruments entered into or modified after May
31,  2003,  and  otherwise  is  effective  at the beginning of the first interim
period  beginning  after  June  15,  2003.  The Company has recorded a liability
related  to  the  Preferred  of $12,071,000.  Previously, the Preferred had been
classified  on  the  balance  sheet  between  total liabilities and equity. This
amount  represents  the  12,071 shares of Preferred issued and outstanding as of
December  31, 2003, at the redemption and liquidation value of $1,000 per share.
In  the  opinion  of management, the $1,000 per share redemption and liquidation
value  approximates  fair  value.  The  shares are mandatorily redeemable on the
fifth  anniversary  of  the  first  issuance  of  Preferred.

22.     SUBSEQUENT  EVENTS

     The  Board  of  Directors  has  determined  that  if  a sale of WCBB is not
consummated that it is in the best interests of the Company to conduct an equity
offering.  The  Board has approved a registered rights offering in the amount of
$12.0  million.  The rights offering will be backstopped by one of the Company's
principal  stockholders.  As  a  result,  the  Company is guaranteed proceeds of
$12.0  million if the rights offering is commenced for a commitment fee of 2% of
the  gross proceeds from the rights offering.  Therefore, the Company shall have
required  liquidity either through the sale of the property or the proceeds from
the  rights  offering.

     In  connection  with  the  rights  offering, on April 30, 2004, the Company
entered into a $3.0 million revolving credit facility with CD Holding, L.L.C., a
principal  stockholder  of the Company. Borrowings under the credit facility are
due  on the earlier of the closing of the rights offering and August 1, 2005 and
bear  interest  at  the  rate  of 10.0% per annum. Under the credit facility, CD
Holding  may,  if it elects to do so, apply the outstanding principal amount and
any  accrued  but  unpaid  interest either (1) to the subscription price payable


                                      F-17


                          GULFPORT ENERGY CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002
                                    CONTINUED


upon  exercise of the rights issued to CD Holding in the rights offering, or (2)
to the purchase price for the Common Stock. The credit facility provides that if
the  rights  offering  is not completed, CD Holding has the right to convert any
borrowings  plus  any accrued but unpaid interest under the facility into shares
of  Common  Stock  at  a  conversion  price  $1.20  per  share  of Common Stock.

     In  April  2004,  the  Board  of  Directors of the Company approved and the
Company  received  the  consent  of holders of the requisite number of shares of
Preferred  to amend the Company's Certificate of Designation with respect to the
Series A preferred stock to give the Company the ability to pay dividends on the
Series  A  preferred  stock  with  additional shares of Series A preferred stock
after  March 31, 2004 for so long as such shares remain outstanding and prior to
the  mandatory  redemption  date.

23.     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 State of Louisiana:

     Capitalized  Costs  Related  to  Oil  and  Gas  Producing  Activities



                                                            2003
                                                       --------------
                                                    
          Proven  Properties                           $  127,991,000
          Accumulated  depreciation,  depletion
            amortization  and  impairment  reserve        (76,158,000)
                                                       --------------

          Proven  properties,  net                     $   51,833,000
                                                       ==============


Costs  Incurred  in  Oil and Gas Property Acquisition and Development Activities



                                                      2003           2002
                                                 ------------    ------------
                                                           
Acquisition                                      $          -    $     63,000
Development  of  Proved
  Undeveloped  Properties                           6,320,000       5,270,000
Exploratory                                                 -         126,000
Recompletions/Workovers                             3,825,000       3,054,000
                                                 ------------    ------------
    Total                                        $ 10,145,000    $  8,513,000
                                                 ============    ============


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.



                                                         2003           2002
                                                     -----------    -----------
                                                              
Revenues                                             $15,809,000    $11,829,000
Production  costs                                     (7,768,000)    (6,474,000)
Depletion                                             (4,421,000)    (3,106,000)
                                                     -----------    -----------
                                                       3,620,000      2,249,000
                                                     -----------    -----------

Income  tax  expense
  Current                                              1,448,000        900,000
  Deferred                                            (1,448,000)      (900,000)
                                                     -----------    -----------
                                                               -              -
                                                     -----------    -----------

Results  of  operations
  from  producing  activities                        $ 3,620,000    $ 2,249,000
                                                     ===========    ===========



                                      F-18


                          GULFPORT ENERGY CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002
                                    CONTINUED


Oil  and  Gas  Reserves

     The  following  table  presents  estimated  volumes  of  proven  and proven
undeveloped oil and gas reserves as of December 31, 2003 and 2002 and changes in
proven  reserves  during  the  last two 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, 2003 used for reserve
report  purposes are $32.52 and $6.19, adjusted by lease for transportation fees
and  regional  price  differentials,  fixed price contracts, and 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.




                                                  2003               2002
                                           ----------------    ----------------
                                             Oil       Gas       Oil      Gas
                                           ------    ------    ------    ------
         Proven  Reserves
                                                             
           Beginning  of  the  period      23,005    18,510    24,823    24,725
           Purchases  in  oil  and  gas
             reserves  in  place              377       555         -         -
           Extensions,  discoveries  and
             other  additions                   -         -         -         -
           Revisions  of  prior  reserve
             estimates                     (2,928)   (5,417)   (1,354)   (6,112)
          Current  production                (571)     (123)     (464)     (103)
          Sales  of  oil  and  gas
            reserves  in place                  -         -         -         -
                                           ------    ------    ------    ------

          End  of  period                  19,883    13,525    23,005    18,510
                                           ======    ======    ======    ======

          Proven  developed  reserves       1,790     1,258     3,232     3,773
                                           ======    ======    ======    ======


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,
2003  and  2002,  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,
                                                    ---------------------------
                                                        2003           2002
                                                    ------------   ------------
                                                             
Future  cash  flows                                 $ 715,751,000  $ 768,573,000
Future  development  costs                           (128,487,000)  (130,762,000)
Future  production  costs                            (104,677,000)   (87,370,000)
Future  production  taxes                             (81,866,000)   (87,692,000)
                                                    -------------  -------------
Future  net  cash  flows  before  income  taxes       400,721,000    462,749,000
10% discount to  reflect  timing  of  cash  flows    (191,182,000)  (217,417,000)
                                                    -------------  -------------

Discounted  future  net  cash  flows                  209,539,000    245,332,000
Future  income  taxes,  net  of  10%  discount        (15,530,000)   (34,294,000)
                                                    -------------  -------------

Standardized  measure  of  discounted  future
  net  cash  flows                                   $194,009,000   $211,038,000
                                                     ============   ============


     In  order  to  develop  its  proved  undeveloped  reserves according to the
drilling  schedule  used  by  the  engineers  in  Gulfport's reserve report, the
Company  will need to spend $6,605,900, $13,266,000 and $16,058,000 during years
2004,  2005  and  2006  respectively.


                                      F-19


                          GULFPORT ENERGY CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002
                                    CONTINUED


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



                                                      Year ended December 31,
                                                        2003            2002
                                                  -------------   -------------
Sales and transfers of oil  and  gas  produced,
                                                            
  net  of  production  costs                      $  (8,041,000)  $  (5,355,000)
Net  changes  in  prices  and  production  costs     11,592,000     265,326,000
Acquisition of oil and gas reserves in place,
  less  related  production  costs                   15,340,000               -
Extensions,  discoveries  and  improven
  recovery,  less  related  costs                             -               -
Revisions of previous quantity estimates, less
  related  production  costs                        (80,919,000)    (45,538,000)
Sales  of  reserves  in  place                                -               -
Accretion  of  discount                              26,235,000     (99,498,000)
Net  changes  in  income  taxes                      18,764,000     (32,819,000)
Other                                                         -               -
                                                  -------------   -------------
Total  change  in  standardized  measure  of
  discounted  future  net  cash  flows            $ (17,029,000)  $  82,116,000
                                                  =============   =============


     The  standardized  measure includes a deduction of $138,200 from the value,
at  a  discount rate of 10%, of the reserves to reflect the cumulative effect of
hedges  in place at year-end for future periods as calculated at the time of the
reserve  report  using  year-end  SEC  pricing.

     Comparison  of  Standardized Measure of Discounted Future Net Cash Flows to
the  Net Carrying Value of Proven Oil and Gas Properties at December 31, 2003 is
as  follows:



                                                       2003            2002
                                                   ------------    ------------
Standardized  measure  of  discounted  future
                                                             
  and  net  cash  flows                            $194,009,000    $211,038,000

Proven oil and gas properties                       127,991,000     109,480,000
Less  accumulated  depreciation,  depletion,
  amortization  and impairment  reserve             (76,158,000)    (71,791,000)
                                                   ------------    ------------

Net  carrying  value  of  proven  oil
  and gas properties                                 51,833,000      37,689,000
                                                   ------------    ------------
Standardized  measure  of  discounted
  future  net cash  flows  in  excess  of
  net  carrying  value  of  proven  oil  and
  gas  properties                                  $142,176,000    $173,349,000
                                                   ============    ============



















                                      F-20


                          GULFPORT ENERGY CORPORATION

                                  BALANCE SHEET



                                                                    March 31,
                                                                      2004
                                                                  --------------
                                                                   (Unaudited)
                                     Assets
Current  assets:
                                                               
  Cash  and  cash  equivalents                                    $   1,027,000
  Accounts  receivable                                                2,319,000
  Accounts  receivable  -  related  party                               542,000
  Prepaid  expenses  and  other  current  assets                         71,000
                                                                  -------------
      Total  current  assets                                          3,959,000
                                                                  -------------

Property  and  equipment:
  Oil  and  natural  gas  properties                                128,980,000
  Other  property  and  equipment                                     1,927,000
  Accumulated  depletion,  depreciation,  amortization              (78,556,000)
                                                                  -------------
      Property  and  equipment,  net                                 52,351,000
                                                                  -------------

Other  assets                                                         3,118,000
                                                                  -------------

      Total  assets                                               $  59,428,000
                                                                  =============

                      Liabilities and Stockholders' Equity

Current  liabilities:
  Accounts  payable  and  accrued  liabilities                    $   3,199,000
  Accrued  payable  -  royalty  audit                                   159,000
  Asset  retirement  obligation  -  current                             480,000
  Current  maturities  of  long-term  debt                            2,311,000
                                                                  -------------
      Total  current  liabilities                                     6,149,000
                                                                  -------------

Asset  retirement  obligation  -  long-term                           7,436,000
Accrued  payable  -  royalty  audit                                     121,000
Redeemable  12%  cumulative  preferred  stock,
  Series  A,  $.01 par  value,  with  a  redemption
  and  liquidation  value  of $1,000  per  share;
  30,000  authorized,  12,534  issued  and
  outstanding  at  March  31,  2004                                  12,534,000
                                                                  -------------
      Total  liabilities                                             26,240,000
                                                                  -------------

Commitments  and  contingencies

Preferred  stock,  $.01  par  value;  5,000,000  authorized
  at  March  31,  2004,  30,000  issued  as  redeemable  12%
  cumulative  preferred  stock,  Series  A                                    -

Common  stockholders'  equity:
  Common  stock  -  $.01  par  value,  20,000,000  authorized,
    10,146,566 issued and outstanding at March 31, 2004                 101,000
  Paid-in  capital                                                   84,192,000
  Accumulated  deficit                                              (51,105,000)
                                                                  -------------
      Total  stockholders'  equity                                   33,188,000
                                                                  -------------

      Total  liabilities  and  stockholders'  equity              $  59,428,000
                                                                  =============


                See accompanying notes to financial statements.

                                      F-21


                          GULFPORT ENERGY CORPORATION
                              STATEMENTS OF INCOME



                                                   Three Months Ended March 31,
                                                   ----------------------------
                                                        2004           2003
                                                   -------------   ------------
Revenues:
                                                             
  Gas  sales                                        $    48,000    $   108,000
  Oil  and  condensate  sales                         4,347,000      4,110,000
  Other  income                                           1,000         74,000
                                                    -----------    -----------
                                                      4,396,000      4,292,000
                                                    -----------    -----------

Costs  and  expenses:
  Operating  expenses                                 1,448,000      1,251,000
  Production  taxes                                     515,000        474,000
  Depreciation, depletion, and amortization           1,133,000      1,000,000
  General  and  administrative                          686,000        572,000
                                                    -----------    -----------
                                                      3,782,000      3,297,000
                                                    -----------    -----------

INCOME  FROM  OPERATIONS:                               614,000        995,000
                                                    -----------    -----------

OTHER  (INCOME)  EXPENSE:
  Accretion  expense                                     73,000         75,000
  Interest  expense                                      42,000          3,000
  Interest  expense  - preferred stock                  463,000              -
  Interest  income                                       (4,000)       (11,000)
                                                    -----------    -----------
                                                        574,000         67,000
                                                    -----------    -----------

INCOME  BEFORE  INCOME  TAXES                            40,000        928,000

INCOME  TAX  EXPENSE  (BENEFIT):
  Current                                               201,000        401,000
  Deferred                                             (201,000)      (401,000)
                                                    -----------    -----------
                                                              -              -
                                                    -----------    -----------

NET  INCOME  BEFORE  EFFECT  OF  CHANGE  IN
  ACCOUNTING  PRINCIPLE                                  40,000        928,000
  Cumulative  effect  of  change  in  accounting
    principle,  net  of  tax  effect                          -        270,000
                                                    -----------    -----------
NET  INCOME                                              40,000      1,198,000

Less:  preferred  stock  dividends                            -       (348,000)
                                                    -----------    -----------
NET  INCOME  AVAILABLE  TO  COMMON  SHAREHOLDERS    $    40,000    $   850,000
                                                    ===========    ===========

NET  INCOME  PER  COMMON  SHARE  -  BASIC:
Per  common  share  before  effect  of  change
  in  accounting  principle                         $      0.00    $      0.05
Effect  per  common  share  of  change  in
  accounting  principle                                       -           0.03
                                                    -----------    -----------
                                                    $      0.00    $      0.08
                                                    ===========    ===========

NET  INCOME  PER  COMMON  SHARE  -  DILUTED:
Per  common  share  before  effect  of  change
  in  accounting  principle                         $      0.00    $      0.05
Effect  per  common  share  of  change  in
  accounting  principle                                       -           0.03
                                                    -----------    -----------
                                                    $      0.00    $      0.08
                                                    ===========    ===========


                See accompanying notes to financial statements.

                                      F-22


                          GULFPORT ENERGY CORPORATION
                    Statements of Common Stockholders' Equity




                                                                        Additional
                                              Common Stock               Paid-in           Accumulated
                                        Shares          Amount           Capital             Deficit
                                      ----------      --------         -----------        -------------
                                                                              
Balance  at  December  31,  2002      10,146,566      $101,000         $84,192,000        $(50,926,000)

  Net income                                   -             -                   -           1,198,000

  Preferred stock dividends                    -             -                   -            (348,000)
                                      ----------      --------         -----------        ------------

Balance at March 31, 2003             10,146,566      $101,000         $84,192,000        $(50,076,000)
                                      ==========      ========         ===========        ============

Balance at December 31, 2003          10,146,566      $101,000         $84,192,000        $(51,145,000)

  Net income                                   -             -                   -              40,000

  Preferred stock dividends                    -             -                   -                   -
                                      ----------      --------         -----------        ------------

Balance at March 31, 2004             10,146,566      $101,000         $84,192,000        $(51,105,000)
                                      ==========      ========         ===========        ============



                See accompanying notes to financial statements.




















                                      F-23


                          GULFPORT ENERGY CORPORATION
                            Statements of Cash Flows



                                                        For the Three Months
                                                           Ended March 31,
                                                    ---------------------------
                                                         2004           2003
                                                    ------------    -----------
Cash  flows  from  operating  activities:
                                                              
  Net  income                                       $     40,000    $ 1,198,000
  Adjustments  to  reconcile  net  income  to
    net  cash  provided  by  operating  activities:
    Cumulative effect of change in accounting
      principle                                                -       (270,000)
    Accretion  of  discount                               73,000         75,000
    Interest  expense  -  preferred  stock               463,000
    Depletion,  depreciation  and  amortization        1,133,000        997,000
    Amortization  of  debt  issuance  costs                    -          3,000
  Changes in operating assets and liabilities:
    Decrease in insurance settlement receivable                -      2,510,000
    (Increase) decrease in accounts receivable          (979,000)       181,000
    (Increase)  in  accounts  receivable -
      related party                                     (163,000)      (112,000)
    Decrease  in  prepaid  expenses                      108,000         61,000
    (Decrease)  increase  in  accounts  payable
      and  accrued  liabilities                         (122,000)     1,882,000
                                                    ------------    -----------
Net  cash provided by operating activities               553,000      6,525,000
                                                    ------------    -----------

Cash  flows  from  investing  activities:
  (Additions)  to cash held in escrow                    (58,000)       (61,000)
  (Additions)  to  other  property,  plant
    and  equipment                                       (15,000)       (14,000)
  (Additions)  to  oil  and  gas  properties            (987,000)    (3,778,000)
  Expenditures related to oil and gas
    properties due  to  hurricane                         (2,000)      (536,000)
                                                    ------------    -----------
Net  cash  used  in investing activities              (1,062,000)    (4,389,000)
                                                    ------------    -----------

Cash  flows  from  financing  activities:
  Principal  payments  on  borrowings                     (6,000)        (5,000)
                                                    ------------    -----------
Net  cash  used in financing  activities                  (6,000)        (5,000)
                                                    ------------    -----------

Net  increase  (decrease)  in  cash  and
  cash  equivalents                                     (515,000)     2,131,000

Cash  and  cash  equivalents  at  beginning.
  of  period                                           1,542,000      1,109,000
                                                    ------------    -----------

Cash and cash equivalents at end of period          $  1,027,000    $ 3,240,000
                                                    ============    ===========

Supplemental  disclosure  of  cash
  flow  information:
    Interest  payments                              $     42,000    $     3,000
                                                    ============    ===========

Supplemental disclosure of non-cash transactions:
  Payment  of  Series  A  Preferred
    Stock  dividends through  issuance  of
    Series  A  Preferred  Stock                     $          -    $   348,000
                                                    ============    ===========


                See accompanying notes to financial statements.

                                        F-24


                          GULFPORT ENERGY CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                            MARCH 31, 2004 and 2003

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

1.   ACCOUNTS  RECEIVABLE  -  RELATED  PARTY

     Included  in  the  accompanying  March  31,  2004 balance sheet are amounts
receivable  from  entities  that  have  similar  controlling  interests as those
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 2004.  As of March 31,
2004,  this  receivable  amount  totaled  $542,000.

2.   PROPERTY  AND  EQUIPMENT

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



                                                            March 31, 2004
                                                            --------------
                                                          
          Oil  and  gas  properties                          $128,980,000
          Office  furniture  and  fixtures                      1,450,000
          Building                                                217,000
          Land                                                    260,000
                                                             ------------
          Total  property  and  equipment                     130,907,000

          Accumulated  depreciation,  depletion,
            amortization  and  impairment  reserve            (78,556,000)
                                                             ------------
          Property  and  equipment,  net                     $ 52,351,000
                                                             ============






                                      F-25


                          GULFPORT ENERGY CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                            MARCH 31, 2004 and 2003
                                    CONTINUED

3.   OTHER  ASSETS

     Other  assets  consist  of  the  following:



                                                            March 31, 2004
                                                            --------------
                                                          
          Plugging  and  abandonment  escrow  account
            on  the  WCBB  properties  (Note  8)             $ 2,807,000
          CD's  securing  letter  of  credit                     200,000
          Deposits                                               111,000
                                                             -----------
                                                             $ 3,118,000
                                                             ===========


4.   LONG-TERM  DEBT

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



                                                            March 31, 2004
                                                            --------------
                                                          
     Building  loan                                          $    111,000
     Amounts  borrowed  under  line  of  credit  (Note  5)      2,200,000
                                                             ------------
                                                                2,311,000

     Less - current maturities of long term debt                2,311,000
                                                             ------------

     Debt reflected as long term                             $          -
                                                             ============


     The  building  loan  of  $111,000  relates  to  a  building  in  Lafayette,
Louisiana, purchased in 1996 to be used as the Company's Louisiana headquarters.
The  building  is  12,480  square  feet  with approximately 6,180 square feet of
finished  office  area  and  6,300 square feet of warehouse space. This building
allows  the Company to provide office space for Louisiana personnel, have access
to  meeting  space  close  to the fields and to maintain a corporate presence in
Louisiana.

     All  debts  outstanding  at  March  31,  2004  will  mature  during  2004.

5.   REVOLVING  LINE  OF  CREDIT

     The  Company  maintains a line of credit with Bank of Oklahoma, under which
the  Company  may  borrow up to $2,300,000. Amounts borrowed under the line bear
interest  at  Chase  Manhattan  Prime  plus  1%,  with  payments  of interest on
outstanding  balances due monthly. Any principal amounts borrowed under the line
will  be due on July 1, 2004. As of March 31, 2004, $2,200,000 had been borrowed
under  this line. The Company intends to extend the maturity date of this credit
facility  or use a portion of the net proceeds from the rights offering to repay
in  full  the  outstanding  balance  of  this  credit  facility.


6.   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 (Castex)
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.  During March
2002,  the Company received approximately $220,000 from Castex which the Company
believes  consists  of sales income for the period after payout net of operating
expenses,  although  the  Company  has  not  received confirmation of such.  The
Company  received  an  additional $66,000 from Castex in March of 2003, which is
included  in the accompanying statement of income for the period ended March 31,
2003  as  "Other  Income".

                                      F-26


                          GULFPORT ENERGY CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                            MARCH 31, 2004 and 2003
                                    CONTINUED

7.   EARNINGS  PER  SHARE

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



                                                     For the Three Months Ended March 31,
                                                      2004                         2003
                                          ---------------------------------------- ---------------
                                                                Per                           Per
                                           Income    Shares    Share   Income      Shares    Share
                                          -------  ----------  -----  --------   ----------  -----
Income  before  effect  of  change  in
                                                                           
  accounting  principle                   $40,000                     $ 928,000
Less:  preferred  stock  dividends              -                      (348,000)
                                          -------                     ---------
                                           40,000  10,146,566   0.00    580,000  10,146,566   0.05
Effect  of  change  in  accounting
  principle                                     -  10,146,566     -     270,000  10,146,566   0.03
                                          --------             -----  ---------              -----
                                          $40,000              $0.00  $ 850,000              $0.08

Effect  of  dilutive  securities:
  Stock  options                                      216,089                       178,513

Diluted:
  Income before effect of change in
    accounting  principle                 $40,000                     $ 928,000
Less:  preferred  stock  dividends              -                      (348,000)
                                          -------                     ---------
                                           40,000  10,362,655   0.00    580,000  10,325,079   0.05
Effect  of  change  in  accounting
  principle                                     -  10,362,655      -    270,000  10,325,079   0.03
                                          --------             -----  ---------              -----
                                          $40,000              $0.00  $ 850,000              $0.08
                                          =======              =====  =========              =====


     Common  stock  equivalents not included in the calculation of 2004 and 2003
diluted  earnings  per  share  above  consists  of  2,322,893 warrants issued in
connection with the Company's Private Placement Offering which took place during
March  2002 as discussed in Note 9. Also not included in the calculation of 2004
and  2003  diluted  earnings per share are 108,625 warrants issued in connection
with  the  Company's  revolving  line of credit with Gulfport Funding, which was
retired  during March 2002. These potential common shares were not considered in
the  calculation due to their anti-dilutive effect during the periods presented.

8.   COMMITMENTS

     Plugging  and  Abandonment  Funds

     In  connection  with  the  acquisition of the remaining 50% interest in the
WCBB  properties,  the  Company  assumed  the  seller's 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. Beginning in 2007, the Company can access the
trust  for use in plugging and abandonment charges associated with the property.
As  of  March 31, 2004, the plugging and abandonment trust totaled approximately
$2,807,000,  including  interest  received during 2004 of approximately  $3,000.
The Company has plugged 132 wells at WCBB since it began its plugging program in
1997  and  is  current  in  its  funding  and  plugging  obligations.


                                      F-27

                          GULFPORT ENERGY CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                            MARCH 31, 2004 and 2003
                                    CONTINUED


     Office  Lease

     The  Company  leases  12,035  square feet of office space in Oklahoma City.
This  lease commenced in November of 2002 and has a 60 month term.  Payments due
under  the  lease  during  its  term  are  as  follows:



                          For the year ended March 31,
                          ----------------------------
                                 
                          2005      $        217,000
                          2006               217,000
                          2007               216,000
                          2008               108,000
                                    ----------------
                                    $        758,000
                                    ================


     The  Company  recently  entered  into  an  agreement to purchase the office
building  it occupies. The building contains approximately 24,823 total rentable
square  feet. Assuming the purchase is consummated, immediately upon the closing
the  Company  will  have  access  to  an  additional  3,000 square feet with the
remaining  space  to  be  leased  for  approximately  12  months by the existing
tenant/owner.  At  the  end  of the twelve-month period, the Company will either
occupy  or sub-lease any unused space. The Company is in the process of securing
possible financing related to the building purchase. The effect on the Company's
liquidity  is  expected to be minimal, as debt service costs are projected to be
covered  by  the  rental  income  generated.

9.   PRIVATE  PLACEMENT  OFFERING

     In March 2002, the Company commenced a private placement offering of 10,000
units.  Each  unit  consisted  of  (i)  one 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, of the Company.  Holders of
the  Preferred  are  entitled  to  receive  dividends  at the rate of 12% of the
liquidation  preference per annum payable quarterly in cash or, at the option of
the  Company  for  all quarters ending on or prior to March 31, 2004, payable in
whole  or  in  part  in additional shares of Preferred at the rate of 15% of the
liquidation  preference  per  annum.  To the extent funds are legally available,
the Company is obligated to declare and pay the dividends on the Preferred.  The
Preferred  may  be  redeemed at any time for an amount per share equal to $1,000
and  all  accrued  and  unpaid  dividends  thereon,  whether  or not declared or
payable, and must be redeemed on March 29, 2007 for an amount per share equal to
$1,000  and all accrued and unpaid dividends thereon, whether or not declared or
payable.  Accordingly,  the Preferred issued in connection with this Offering is
treated  as redeemable stock and a liability on the Company's balance sheet. The
affirmative  vote  of  at  least  two thirds of the votes entitled to be cast by
holders  of  the  Preferred is necessary for any amendment to the certificate of
incorporation  which  (1)  adversely  affects  the  rights and privileges of the
Preferred  or (2) creates or authorizes an increase in any shares ranking senior
to  the  Preferred  or  securities convertible into the foregoing. The Preferred
cannot  be  sold  or  transferred by its holders, subject to certain exceptions.

     The  Warrants  have  a term of ten years and an exercise price of $4.00 per
share  of  common stock.  The Company granted to holders of the Warrants certain
demand  and piggyback registration rights with respect to shares of common stock
issuable  upon  exercise  of  the  warrants.

     The  Preferred  offering  was  made available to stockholders (some of whom
were  affiliates) of the Company as of December 31, 2001 and who were accredited
investors.  Purchasers  were  able  to participate up to their pro rata share of
ownership  in  the  Company  as of December 31, 2001.  As of April 15, 2002, the
Company  had  closed  on  subscriptions  totaling $9,292,000 for 9,291.85 units,
which  included  the  conversion by Gulfport Funding, LLC of its $3,000,000 loan
along  with  the  accumulated  interest due from the Company for 3,262.98 units.
Additionally, multiple entities controlled by the Company's majority stockholder
participated  in  the  offering  by  subscribing  for  2,738  units at a cost of
$2,738,000.

10.  DIVIDENDS  ON  SERIES  A  PREFERRED  STOCK

     As  discussed  in Note 9, the Company may, at its option, accrue additional
shares  of  Preferred  for  the  payment of dividends at a rate of 15% per annum
during  the  initial  two  years following the closing date of its Offering. The

                                      F-28


                          GULFPORT ENERGY CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                            MARCH 31, 2004 and 2003
                                    CONTINUED


Company  has chosen to do so for the three month period ended March 31, 2004 and
has  therefore  accrued  additional  shares  totaling $463,000 at March 31, 2004
related  to  the  Preferred  Stock Series A shares issued and outstanding during
that  time  period.  These  dividends were calculated based upon the Preferred's
$1,000  per  share  redemptive  value  and  are reflected as "Series A preferred
stock"  in  the  accompanying balance sheet. As a result of the adoption of SFAS
150,  the dividends issued as additional shares for the three month period ended
March  31,  2004  are  shown  as  "Interest  expense  -  preferred stock" in the
accompanying statement of income. Beginning with the period ended June 30, 2004,
the Company will be required to pay cash dividends at a rate of 12% per annum on
the  Series  A  Preferred  Stock.

     In  April  2004,  the  Board  of  Directors of the Company approved and the
Company  received  the  consent  of holders of the requisite number of shares of
Preferred  to amend the Company's Certificate of Designation with respect to the
Series A preferred stock to give the Company the ability to pay dividends on the
Series  A  preferred  stock  with  additional shares of Series A preferred stock
after March 31, 2004, for so long as such shares remain outstanding and prior to
the  mandatory  redemption  date.

11.  SUBSEQUENT  EVENTS

     During 2003, the Company hired Petrie Parkman & Co. to assist in a possible
sale  of  WCBB.  The Board of Directors has determined that if a sale of WCBB is
not  consummated  that  it is in the best interests of the Company to conduct an
equity  offering.  The  Board  has  approved a registered rights offering in the
amount  of  $12.0 million. The rights offering will be backstopped by one of the
Company's  principal  stockholders  for  a  commitment  fee  of  2% of the gross
proceeds  from  the  rights  offering.  As  a  result, the Company is guaranteed
proceeds  of  $12.0  million if the rights offering is commenced. Therefore, the
Company shall have required liquidity either through the sale of the property or
the  proceeds  from  the  rights  offering.

     In  connection  with  the  rights  offering, on April 30, 2004, the Company
entered into a $3.0 million revolving credit facility with CD Holding, L.L.C., a
principal  stockholder  of the Company. Borrowings under the credit facility are
due  on the earlier of the closing of the rights offering and August 1, 2005 and
bear  interest  at  the  rate  of 10.0% per annum. Under the credit facility, CD
Holding  may,  if it elects to do so, apply the outstanding principal amount and
any  accrued  but  unpaid  interest  (1)  to the subscription price payable upon
exercise  of  the  rights issued to CD Holding in the rights offering, or (2) to
the  purchase  price  for the Common Stock. The credit facility provides that if
the  rights  offering  is not completed, CD Holding has the right to convert any
borrowings  plus  any accrued but unpaid interest under the facility into shares
of  our  common  stock  at  a  conversion  price  equal  to  $1.20  per  share.

















                                      F-29








                          Gulfport Energy Corporation

                        10,000,000 Shares of Common Stock

                        Common Stock Subscription Rights







                              ____________________

                                   PROSPECTUS
                              ____________________









                              _______________, 2004








                PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

Item  24.      Indemnification  of  Directors  and  Officers.

     The  Registrant, a Delaware corporation, is empowered by Section 145 of the
DGCL,  subject  to  the  procedures and limitations stated therein, to indemnify
certain  parties.  Section  145  of the DGCL provides in part that a corporation
shall  have  the  power  to  indemnify  any  person  who was or is a party or is
threatened  to  be  made a party to any threatened, pending or completed action,
suit  or proceeding (other than an action by or in the right of the corporation)
by  reason  of the fact that such person is or was a director, officer, employee
or  agent  of  the  corporation  or  is  or  was  serving  at the request of the
corporation  as a director, officer, employee or agent of another corporation or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and  amounts  paid  in  settlement  actually  and  reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the  corporation,  and with respect to any criminal action or proceeding, had no
reasonable  cause  to  believe  his  conduct was unlawful.  Similar indemnity is
authorized  for  such  persons  against  expenses  (including  attorneys'  fees)
actually and reasonably incurred in the defense or settlement of any threatened,
pending  or  completed  action or suit by or in the right of the corporation, if
such  person acted in good faith and in a manner he reasonably believed to be in
or  not  opposed  to the best interests of the corporation, and provided further
that  (unless  a court of competent jurisdiction otherwise provides) such person
shall  not  have  been  adjudged  liable  to  the  corporation.  Any  such
indemnification  may  be  made  only  as authorized in each specific case upon a
determination  by  the  stockholders  or  disinterested  directors  that
indemnification is proper because the indemnitee has met the applicable standard
of  conduct.  Where  an  officer  or  a  director is successful on the merits or
otherwise  in  the defense of any action referred to above, the corporation must
indemnify  him  against  the expenses which such officer or director actually or
reasonably incurred.  Section 145 provides further that indemnification pursuant
to its provisions is not exclusive of other rights of indemnification to which a
person  may  be  entitled  under  any  bylaw, agreement, vote of stockholders or
disinterested  directors  or  otherwise.

     The  Registrant's  Bylaws  provide  that the Registrant shall indemnify and
advance  expenses  to each person who is a director or officer of the Registrant
to  the  fullest  extent  permitted  under  Section  145  of  the DGCL, and such
indemnity  and  advancement  of  expenses  shall continue as to a person who has
ceased  to be a director or officer and shall inure to the benefit of the heirs,
executors  and  administrators  of  such  a  person.

     Article  VI of the Registrant's Certificate of Incorporation eliminates the
personal liability of the Registrant's directors to the fullest extent permitted
under  Section  102(b)(7)  of  the  DGCL,  as  amended.  Such  section permits a
company's  certificate  of  incorporation  to  eliminate  or  limit the personal
liability  of  a  director  to  the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not eliminate or limit the liability of a director:  (i) for any breach of
the  director's duty of loyalty to the corporation or its stockholders; (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation  of law; (iii) under Section 174 of the DGCL (which addresses
director liability for unlawful payment of a dividend or unlawful stock purchase
or  redemption)  or  (iv) for any transaction from which the director derived an
improper  personal  benefit.

     Article  VI  of  the  Bylaws of the Registrant provides that the Registrant
shall,  to  the  fullest extent permitted by Delaware law, indemnify any and all
persons  whom it shall have power to indemnify against any and all of the costs,
expenses, liabilities or other matters incurred by them by reason of having been
officers  or  directors of the Registrant, any such subsidiary of the Registrant
or  of  any  other  corporation for which he acted as officer or director at the
request  of  the  Registrant.

     The Registrant maintains director and officer liability insurance providing
insurance  protection  for  specified  liabilities  under  specified  terms.

     The  Registrant has adopted provisions in its Bylaws and in its Certificate
which  provide  for indemnification of its officers and directors to the maximum
extent  permitted  under  the  DGCL.

                                      II-1


Item  25.  Other  Expenses  of  Issuance  and  Distribution.

     The  estimated expenses in connection with the issuance and distribution of
the  securities  being registered are set forth in the following table.  We will
bear  all  such  expenses.



                                                               
               SEC  registration  fees                            $  1,521
               Printing  and  engraving  expenses                 $  4,000
               Legal  fees  and  expenses                         $ 75,000
               Accounting  fees  and  expenses                    $ 10,000
               Transfer  agent  and  registrar  fees
                 and  expenses                                    $ 11,000
               Miscellaneous                                      $  8,479
                                                                   -------
                    Total                                         $110,000
                                                                   =======




Item  26.     Recent  Sales  of  Unregistered  Securities.

     The  following sets forth unregistered sales of securities by us during the
proceeding  three  years:

     In March 2002 through April 2002, we issued 9,291.85 Units, each consisting
of one share of Cumulative Preferred Stock, Series A and one warrant to purchase
up  to  250  shares of Common Stock to certain of the Company's stockholders who
were  also accredited investors in a private placement, at a price of $1,000 per
Unit.  The  issuance  of these shares was exempt from registration under Section
4(2)  of  the  Securities Act of 1933, as sales not involving a public offering,
and  from  various  similar  state  exemptions.

     Dividends  accrue  on  the  Series A preferred stock prior to the mandatory
redemption  date  at  the  rate  of  12% of the liquidation preference per annum
payable  quarterly  in cash or, at the option of the Company for a period not to
exceed  two  years  from  the  closing  date,  payable  in  whole  or in part in
additional  shares  of  Series  A  preferred  stock  at  the  rate of 15% of the
liquidation  preference  per  annum.  The  Company chose to pay dividends on the
shares  of Series A preferred stock with additional shares of Series A preferred
stock  for  the  quarterly  periods  ended  March 31, June 30, September 30, and
December  31,  2003  and  March  31, 2004 and, as a result, issued an additional
3,241.73  shares of Series A preferred stock as of March 31, 2004.  The issuance
of  these  shares  was  exempt  from  registration  under  Section  4(2)  of the
Securities  Act  of  1933,  as  sales  not involving a public offering, and from
various  similar  state  exemptions.












                                      II-2


Item  27.  Exhibits.

Exhibit
 Number       Description
--------      -----------

   3.1        Restated Certificate of Incorporation  (incorporated  by reference
              to Exhibit  3.1  to  the  Form  10-Q  filed  December  1,  1997).

   3.2**      Amendment  to  Certificate   of  Incorporation  changing  name  of
              corporation to  Gulfport  Energy  Corporation.

   3.3**      Amendment to  Certificate  of Incorporation to increase the number
              of   authorized  shares   of  Common  Stock   from  50,000,000  to
              250,000,000.

   3.4**      Amendment  to  Certificate  of  Incorporation  to effect a 50 to 1
              reverse stock split of the issued and  outstanding  Common  Stock.

   3.5**      Amendment  to Certificate of Incorporation to reduce the number of
              authorized    shares   of  Common  Stock   from   250,000,000   to
              15,000,000.

   3.6        Amendment  to   Certificate  of  Incorporation  (incorporated   by
              reference  to   Exhibit  A  to  Information  Statement   filed  on
              February  20,  2004).

   3.7        Bylaws  (incorporated  by  reference  to Exhibit 3.2 the Form 10-Q
              filed December  1,  1997).

   4.1*       Form  of  Common  Stock  certificate.

   4.2**      Form  of  Subscription  Right  certificate.

   5.1*       Opinion  of  Akin  Gump  Strauss  Hauer  &  Feld  LLP.

  10.1**      Back-stop Letter  Agreement between the Registrant and CD Holding,
              LLC.

  10.2**      Credit  Agreement dated July 1, 2003 by and between the Registrant
              and the  Bank  of  Oklahoma.

  10.3        Stock Option  Plan  (incorporated  by reference to Exhibit 10.2 to
              the Form  10-K  filed  March  30,  2001).

  10.4*       Form  of  Warrant  Agreement.

  10.5**      Employment  Agreement  dated June 2003  between the Registrant and
              Mike Liddell.

  10.6**      Credit  Agreement  dated  April  30,  2004   by   and  between the
              Registrant and  CD  Holding,  L.L.C.

  21.1**      List  of  Subsidiaries  of  Registrant.

  23.1*       Consent  of  Akin  Gump  Strauss  Hauer  &  Feld  LLP.

  23.2*       Consent  of  Hogan  &  Slovacek.

  23.3*       Consent  of  Netherland,  Sewell  &  Associates.

                                      II-3


  24**        Power  of  Attorney.

  99.1**      Form of Instructions for Use  of Subscription Rights Certificates.

  99.2**      Form  of  Notice  of  Guaranteed Delivery for Subscription Rights.

  99.3**      Form  of  Letter  to  Stockholders  Who  Are  Record  Holders.

  99.4**      Form  of  Letter  to  Stockholders  Who  Are  Beneficial  Holders.

  99.5**      Form  of  Letter  to  Clients  of  Stockholders Who Are Beneficial
              Holders.

  99.6**      Form  of  Nominee  Holder  Certification  Form.

  99.7**      Form  of  Beneficial  Owner  Election  Form.

-----------------
*Filed  herewith.
**Previously filed.


























                                      II-4



Item  28.  Undertakings.

     (a)     The  undersigned  registrant  hereby  undertakes:

     1.     To  file, during any period in which offers or sales are being made,
a  post-effective  amendment  to  this  registration  statement:

          (i)     To  include any prospectus required by Section 10(a)(3) of the
Securities  Act;

          (ii)     To  reflect  in  the  prospectus  any  facts or events which,
individually  or  in  the  aggregate,  represent  a  fundamental  change  in the
information  set  forth  in  the  registration  statement.  Notwithstanding  the
foregoing,  any  increase  or  decrease  in volume of securities offered (if the
total  dollar  value  of  securities  offered  would  not exceed that  which was
registered)  and any deviation from the low or high end of the estimated maximum
offering  range  may  be  reflected  in  the  form  of prospectus filed with the
Securities  and  Exchange Commission under Rule 424(b) if, in the aggregate, the
changes  in  the  volume  and  price  represent no more than a 20% change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee"  table  in  the  effective  registration  statement;  and

          (iii)     To include any additional or changed material information on
the  plan  of  distribution.

     2.     That,  for the purpose of determining liability under the Securities
Act,  each  such post-effective amendment may be deemed to be a new registration
statement  relating  to the securities offered therein, and the offering of such
securities  at  that  time  will  be deemed to be the initial bona fide offering
thereof.

     3.     To  file  a post-effective amendment to remove from registration any
of  the  securities  being  registered  that  remain  unsold  at  the end of the
offering.

     (b)     Insofar  as  indemnification  for  liabilities  arising  under  the
Securities  Act  may be permitted to directors, officers and controlling persons
of  the  registrant under the foregoing provisions, or otherwise, the registrant
has  been  advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against  such  liabilities (other than the payment by the registrant of expenses
incurred  or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has  been  settled  by  controlling  precedent, submit to a court of appropriate
jurisdiction  the  question whether such indemnification by it is against public
policy  as  expressed  in  the  Securities Act and will be governed by the final
adjudication  of  such  issue.

     (c)     The  undersigned  registrant  hereby  undertakes  that:

     1.     For  purposes  of determining any liability under the Securities Act
of  1933,  the  information omitted from the form of prospectus filed as part of
this  registration  statement in reliance upon Rule 430A and contained in a form
of  prospectus  filed  by  the  registrant  pursuant to Rule 424(b)(1) or (4) or
497(h)  under the Securities Act shall be deemed to be part of this registration
statement  as  of  the  time  it  was  declared  effective;  and

     2.     For  the  purpose  of determining any liability under the Securities
Act  of  1933,  each post-effective amendment that contains a form of prospectus
shall  be  deemed  to be a new registration statement relating to the securities
offered  in any such amendment, and the offering of such securities at that time
shall  be  deemed  to  be  the  initial  bona  fide offering of such securities.



                                      II-5


                                   SIGNATURES

          In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of  the  requirements  for  filing on Form SB-2 and authorized this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized, in the City of Oklahoma City, State of Oklahoma, on July 21, 2004.

                                        GULFPORT  ENERGY  CORPORATION


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


     In  accordance  with  the  requirements  of  the Securities Act of 1933, as
amended,  this Registration Statement was signed by the following persons in the
capacities  and  on  the  dates  stated.


        Date                            Signature  /  Title
        ----                            -------------------

     July 21, 2004                      By:/s/Mike Liddell
                                           -------------------------------------
                                           Mike  Liddell,
                                           Chief  Executive  Officer,
                                           Chairman of the Board and Director


     July 21, 2004                      By:*
                                           -------------------------------------
                                           Robert  Brooks,
                                           Director


     July 21, 2004                      By:*
                                           -------------------------------------
                                           David  L.  Houston,
                                           Director

     July 21, 2004                      By:*
                                           -------------------------------------
                                           Mickey  Liddell,
                                           Director


     July 21, 2004                      By:*
                                           -------------------------------------
                                           Dan  Noles,
                                           Director

     July 21, 2004                      By:*
                                           -------------------------------------
                                           Michael  G.  Moore,
                                           Vice President and Chief Financial
                                           Officer


*By:/s/Lisa Holbrook
    ----------------------
    Lisa Holbrook
    Attorney-in-Fact