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): January ~~November 20~~29, ~~2014~~2015

Commission File Number: 333-179321

GASE ENERGY, INC.

(Exact name of registrant as specified in its charter)

Delaware

46-0525801

(State or other jurisdiction

of incorporation)

(IRS Employer

Identification Number)

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)

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:

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐Item 5.02 Departure of ~~Soliciting~~Directors ~~material~~or ~~pursuant~~Certain toOfficers; ~~Rule~~Election ~~14a-12~~of ~~under~~Directors; ~~the~~Appointment ~~Exchange~~of ~~Act~~Certain ~~(17~~Officers; ~~CFR~~Compensatory ~~240~~Arrangements of Certain Officers.~~14a-12)~~

☐On ~~Pre-commencement~~January ~~communications~~29, ~~pursuant~~2015, toMr. ~~Rule~~Timur ~~14d-2(b)~~Khromaev resigned ~~under~~as Chief Executive Officer, Chief Financial Officer, Treasurer and a member of the ~~Exchange~~board ~~Act~~of ~~(17~~directors ~~CFR~~of ~~240~~GASE Energy, Inc.~~14d-2~~ (bthe “Company”)). Mr. Khromaev's resignation was due to his recent appointment as the Head of Ukraine National Securities and Stock Market Commission and that such appointment does not permit him to work for any entities in the private sector. Mr. Khromaev's resignation was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

☐Effective ~~Pre-commencement~~on ~~communications~~January ~~pursuant~~30, to2015 ~~Rule~~and ~~13e-4(c)~~immediately after ~~under~~Mr. Khromaev’s resignation, Ms. Larysa Prymenko was appointed as the ~~Exchange~~Company’s ~~Act~~Chief ~~(17~~Executive ~~CFR~~Officer, ~~240~~Chief Financial Officer, Treasurer and a member of the Company’s board of directors.~~13e-4(c))~~ Currently, there is no employment agreement or any other compensatory arrangements with Ms. Prymenko. Below is a brief biography of Ms. Prymenko.

~~ITEM~~Larysa Prymenko, age 45, has been the 1Director of Corporation Finance Department of ARTA Securities since 2008, a leading Ukrainian investment company, where she oversaw and managed the firm’s services in areas of investment banking, mergers and acquisitions, corporate finance and fixed income.01 Between ~~ENTRY~~June ~~INTO~~2003 Aand ~~MATERIAL~~2008, ~~DEFINITIVE~~she ~~AGREEMENT~~was a Chief Analyst at ARTA Investment Partners. From February 2003 through June 2003, Ms. Prymenko was the Chief Analyst at the Corporate Finance Department of Misto Bank in Ukraine. She was also the Chief Analyst of the Corporate Finance Department of TAS Investbank in Ukraine from August 2002 through February 2003. Ms. Prymenko also worked as the Chief Analyst of the Corporate Finance Department of NRB-Ukraine from February 2001 through August 2002. Prior to that, Ms. Prymenko was a senior financial economist at the International Capital Markets and International Debt Department under the Ministry of Finance of Ukraine for over three years. Ms. Prymenko received a Master's Degree in Finance from Kyiv National University of Trade and Economics in 1999 and a Specialist Degree in Physics from National Taras Shevchenko University, Kyiv in 1991.

~~On November 20, 2014, GASE Energy, Inc~~Ms., aPrymenko ~~Delaware~~currently ~~corporation~~devotes ~~(the “Company”) consummated a private placement of an~~approximately ~~aggregate~~60% of ~~30,000~~her ~~shares~~professional oftime ~~its~~to ~~common~~the ~~stock~~Company’s operation, ~~par~~and ~~value~~when ~~$0.0001~~the ~~per~~Company ~~share~~commences ~~(“Common Stock”)~~drilling, ~~for~~Ms. ~~gross~~Prymenko ~~proceeds~~will ofdevote ~~$30,000~~more ~~at a per share price of $1~~time.~~00 pursuant to a Subscription Agreement with an accredited investor.~~

~~The Subscription~~Item ~~Agreement contains representations and warranties of the Company and the investor which are customary for transactions of this type~~7.01 ItRegulation ~~also~~FD obligates the parties to the agreement to indemnify each other for any losses arising out of any breach of the agreement or failure by such party to perform with respect to the representations, warranties or covenants contained in the agreementDisclosure.

~~The~~On February ~~foregoing~~4, ~~description~~2015, ofthe Company issued a press release regarding the ~~Subscription~~resignation ~~Agreement~~of isMr. ~~qualified~~Timur inKhromaev as its ~~entirety~~Chief byExecutive Officer, Chief Financial Officer, Treasurer and director and the ~~text~~appointment of Ms. Larysa Prymenko as its Chief Executive Officer, Chief Financial Officer, Treasurer and director. A copy of the ~~agreement~~press ~~annexed~~release ~~hereto~~is filed hereof as Exhibit 1099.1.

~~ITEM~~Item 39.0201. ~~UNREGISTERED~~Financial ~~SALE~~Statements OFand ~~EQUITY SECURITIES~~Exhibits.

Reference is made to Item 1.01. The issuance of the Company’s securities described herein was effectuated pursuant to the exemption from the registration requirements of the 1933 Act provided by Section 4(2d) ~~of the Act and Regulation D promulgated thereunder~~ Exhibits.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No.		Description of Exhibit
17.1		Resignation Letter, dated as of January 29, 2015, from Timur Khromaev to the Board of Directors of GASE Energy, Inc.

99.1		Press release, dated February 4, 2015.

~~(d) The following exhibits are filed with this report:~~2

Exhibit No.		Description
10.1		Form of Subscription Agreement

SIGNATURES

2Pursuant 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.

SIGNATURES

	GASE Energy, Inc.

Dated: February 4, 2015	By:	/s/ Michael Doron
	Name:	Michael Doron
	Title:	Chairman

~~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.~~3

	GASE Energy, Inc.
Dated: November 24, 2014	By:	/s/ Michael Doron
	Name:	Michael Doron
	Title:	Chairman

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