UNITED STATES

SECURITIES AND EXCHANGE ~~COMMISSION~~COMMISSIONWashington, D.C. 20549

Washington, D.C. 20549

Form 8-K

Current Report Pursuant to Section 13 or 15(d) ofthe Securities Act of 1934

~~Pursuant~~Date toof ~~Section 13~~Report ~~or 15~~(d)Date of ~~the~~earliest event reported): March 22, 2013

~~Securities~~Milagro ~~Act~~Oil & Gas, Inc. (Exact name of ~~1934~~ registrant as specified in its charter)

~~Date~~Delaware(State ofor ~~Report~~other ~~(Date~~jurisdiction of ~~earliest~~incorporation) ~~event~~333-177534(CommissionFile ~~reported~~Number): ~~December 13,~~26-1307173(I.R.S. ~~2012~~EmployerIdentification No.)

~~Milagro~~1301 ~~Oil &~~McKinney, ~~Gas~~Suite 500, ~~Inc.~~Houston, Texas (Address of principal executive offices) 77010 (Zip Code)

(~~Exact~~713) ~~name~~750-1600(Registrant’s oftelephone ~~registrant~~number, asincluding ~~specified~~area ~~in its charter~~code)

Delaware	333-177534	26-1307173
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
1301 McKinney, Suite 500, Houston, Texas		77010
(Address of principal executive offices)		(Zip Code)

(713) 750-1600

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since 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 (see General Instruction A.2. below):

¨[ ] Written communications 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 240.14-2(b))

¨[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.133-4(c))

Item 1 8.01 Other ~~Entry~~Events. ~~into a Material Definitive Agreement~~

OnMilagro ~~December 13,~~Oil ~~2012~~& Gas, ~~James G~~Inc. ~~Ivey,~~ (the ~~President~~“Company”) ~~and~~currently ~~Chief~~has ~~Executive~~indebtedness ~~Officer~~outstanding ofunder ~~Milagro~~a ~~Oil &~~first ~~Gas,~~lien ~~Inc.~~credit agreement (the “~~Company~~2011 Credit Facility”), aswhich ~~well~~contains ascustomary afinancial ~~director~~and ofother ~~the~~covenants. ~~Company~~The maximum leverage ratio, ~~resigned~~as defined, ~~effective~~of ~~immediately~~debt ~~and~~balances ~~his~~as ~~employment~~compared ~~agreement~~to ~~with~~EBITDA ~~the~~is ~~Company~~required ~~was~~to ~~terminated.~~be Innot ~~connection~~greater ~~with~~than ~~this,~~4.25 ~~Gary~~to ~~Mabie~~1.0, ~~the~~and ~~Company’s~~is ~~Chief~~expected ~~Operating~~to ~~Officer,~~be ~~was named~~4.13 ~~President~~as of December 31, in2012. ~~addition~~The maximum leverage ratio will reduce to ~~his~~4.0 ~~continuing~~to ~~service~~1.0 as ~~Chief~~of ~~Operating~~March ~~Officer~~31, 2013 and ~~assumed~~all ~~the~~periods ~~duties~~thereafter. ofThe ~~Principal~~Company ~~Executive~~is ~~Officer.~~currently ~~There~~exploring ~~were~~a norange ~~changes~~of alternatives to ~~Mr. Mabie’s~~reduce ~~compensation~~its inindebtedness ~~connection~~to ~~with~~the ~~this~~extent ~~appointment~~necessary ~~from~~to ~~that described~~be in compliance with the maximum leverage ratio at March 31, 2013. The Company’s ~~Annual~~is ~~Report~~also onconsidering ~~Form~~seeking ~~10-K~~a ~~for~~waiver ~~the~~or ~~year~~amendment ~~ended~~to ~~December 31,~~the 2011 (Credit Facility with respect to the ~~“10-K”).~~ Mrmaximum leverage ratio. ~~Mabie’s~~ ~~employment~~The ~~agreement~~Company ishas ~~incorporated~~engaged bya ~~reference~~financial ~~herein~~advisor asto ~~Exhibit~~assist ~~10.1.~~with, ~~Additional information~~among ~~regarding~~other ~~the~~things, ~~background~~reducing ~~and~~its ~~experience~~indebtedness ofand ~~Mr. Mabie~~seeking ~~can~~such ~~also~~waiver beor ~~found~~amendment infrom ~~the 10-K.~~its lenders.

~~The~~Because the Company iscannot provide assurances as to its ability to remain in compliance with its financial covenants, the ~~process~~Company ofexpects ~~negotiating~~to receive a ~~separation~~going ~~agreement~~concern ~~with~~modification Mrin the audit report from its independent registered public accounting firm for the year ended December 31, 2012. ~~Ivey~~ The 2011 Credit Facility provides that a going concern modification from an independent registered public accounting firm is a covenant breach. As a result of this anticipated covenant breach, ~~which~~all ~~will~~of the Company’s debt would be ~~filed~~classified bywithin ~~amendment~~current liabilities in the consolidated balance sheet at December 31, 2012. In addition, the lenders under the 2011 Credit Facility would have the option to ~~this~~accelerate ~~Current~~the ~~Report~~debt onand ~~Form~~initiate ~~8-K~~collateral ~~once~~enforcement ~~executed~~actions, and prevent the Company from borrowing additional funds under the 2011 Credit Facility. The indenture governing the 10.500% Senior Secured Second Lien Notes due 2016 (the “Notes”) provides that if a default occurs under the 2011 Credit Facility that results in the acceleration of such debt, the Notes would also be in default and subject to acceleration. The Company is working diligently with its lenders to resolve the situation.

Item 1.02 Termination of a Material Definitive Agreement.

The text set forth in Item 1.01 regarding the termination of the employment agreement of Mr. Ivey is incorporated into this Item 1.02 by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The text set forth in Item 1.01 regarding Mr. Ivey’s resignation and Mr. Mabie’s appointment is incorporated into this Item 5.02 by reference. In connection with his resignation, there was no disagreement between Mr. Ivey and either the Company or the other members of its board of directors, on any matter relating to the Company’s operations, policies or practices.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of business acquired

None.

(b) Pro Forma Financial Information

None.

(d) Exhibits

10.1 Employment Agreement of Gary Mabie dated May 14, 2010 (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-4 of Milagro Oil & Gas, Inc. filed on October 27, 2011).

10.2 Employment Agreement of James G. Ivey dated January 1, 2009 (incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-4 of Milagro Oil & Gas, Inc. filed on October 27, 2011).

SIGNATURE

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 thereunto duly authorized.

Exhibit Index

10.1		Employment Agreement of Gary Mabie dated May 14, 2010 (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-4 of Milagro Oil & Gas, Inc. filed on October 27, 2011).
10.2		Employment Agreement of James G. Ivey dated January 1, 2009 (incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-4 of Milagro Oil & Gas, Inc. filed on October 27, 2011).

Milagro Oil & Gas, Inc.

~~Milagro Oil & Gas, Inc.~~

Dated: December 18, 2012

/s/ Robert D. LaRocque

Dated: March 22, 2013

/s/ Robert D. LaRocque

Robert D. LaRocque

~~Robert D. LaRocque~~

Chief Financial Officer

~~Chief Financial Officer~~

Filing Compare · MILAGRO OIL & GAS, INC.