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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Rule 12h-3

March 31, 2014

Response of the Office of Chief Counsel
Division of Corporation Finance


Gasco Energy, Inc.
Incoming letter dated March 26, 2014

Based on the facts presented, the Division will not object if Gasco and the Co-Registrants stop filing periodic and current reports under the Exchange Act, including their annual reports on Form 10-K for the year ended December 31, 2013. In reaching this position, we note that Gasco and the Co-Registrants have filed post-effective amendments removing from registration unsold securities under their effective registration statements on Forms S-3 and S-8, and those post-effective amendments are effective. We assume that, consistent with the representations made in your letter, Gasco and the Co-Registrants will file certifications on Form 15 making appropriate claims under Exchange Act Rule 12h-3 on or before the due date of their Forms 10-K for the year ended December 31, 2013.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division's position on enforcement action only and does not express any legal conclusion on the question presented.


Kim McManus
Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 03/31/2014