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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 13, 2014

GASE ENERGY, INC.
(Exact name of registrant as specified in its charter)

Delaware
 
333-179321
 
46-0525801
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identifica­tion No.)

173 Keith St., Suite 300
Warrenton, VA 20186
 (Address of Principal Executive Offices)

Tel: 540-347-2212
Fax: 540-347-2291
 (Registrant’s telephone number, including area code)

Great East Energy, Inc.
 (Former name or former address if changed since the last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


 
 

 
 
ITEM 5.03  AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

Effective June 13, 2014, Great East Energy, Inc., a Delaware corporation (the “Company”), amended its Articles of Incorporation to change its name to GASE Energy, Inc. (the “Name Change”). The Name Change of the Company was approved by the Financial Industry Regulatory Authority effective June 13, 2014. The symbol of the Company remains “GASE.”

The foregoing description of the Certificate of Amendment is qualified in its entirety by the text of the amendment annexed hereto as Exhibit 3.1.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.
 
(d)      The following exhibits are filed with this report:
 
Exhibit No.
 
Description
3.1
 
Certificate of Amendment of the Certificate of Incorporation of the Company
 
 
2

 
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: June 26, 2014
GASE Energy, Inc.
     
 
By:
/s/ Timur Khromaev
   
Name: Timur Khromaev
   
Title:   Chief Executive Officer
 
 
 
3



Exhibit 3.1
 
 
State of Delaware
Secretary of State
Division of Corporations
Delivered 10:45 1314 06/06/2014
FILED 10:41 1314 06/06/2014
SRV 140804868 - 5052798 FILE
 
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
GREAT EAST ENERGY, INC.
 
Great East Energy, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:
 
FIRST: The name of the corporation is Great East Energy, Inc. (hereinafter called the "Corporation")
 
SECOND: That by unanimous mitten consent of the Board of Directors of the Corporation, filed with the minutes of the Corporation, resolutions were duly adopted setting forth the proposed amendments of the Certificate of Incorporation of the Corporation, declaring said amendments to be advisable. The resolutions setting forth the proposed amendments are as follows:
 
RESOLVED, that the Certificate of Incorporation of the Corporation be amended by changing the Article thereof numbered I so that, as amended said Article I shall be and read as follows:
 
"The name of the corporation is GASE Energy, Inc. (hereinafter called the "Corporation")."
 
THIRD: That thereafter, pursuant to resolution of its Board of Directors, the stockholders of the Corporation took action by executing a written consent in lieu of a meeting in accordance with Section 228 of the General Corporation Law of the State of Delaware to approve such amendments. The holders of a majority of the outstanding stock entitled to consent thereto have granted written consent with respect to such stock in favor of said amendments and due notice has been given to those shareholders who have not consented in writing.
 
FOURTH: The amendment herein certified has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
 
FIFTH: The amendment herein certified shall become effective on June 13, 2014.
 
IN WITNESS WHEREOF, the undersigned has caused this Certificate of Amendment to be signed by its duly authorized officer on the 4th day of June 2014.

 
Great East Energy, Inc.
     
 
By:
/s/ Timur Khromaev
 
Name:
Timur Khromaev
 
Title:
Chief Executive Officer
 
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