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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 31, 2007
GASCO ENERGY, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or Other Jurisdiction of Incorporation)
0-26321 98-0204105
(Commission File Number) (I.R.S. Employer Identification No.)
8 Inverness Drive East, Suite 100
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Englewood, Colorado 80112
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (303) 483-0044
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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:
|X| 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 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement
On January 31, 2007, Gasco Energy, Inc. ("Parent"), a Nevada corporation, and
Brek Energy Corporation ("Company") a Nevada corporation, entered into that
certain First Amendment to Agreement and Plan of Merger dated as of September
20, 2006 (the "Original Agreement") by and among Parent, the Company and Gasco
Acquisition, Inc., a Nevada corporation and a wholly owned subsidiary of Parent.
The First Amendment to the Original Agreement amends the Original Agreement by
changing the Optional Termination Date (as defined in the Original Agreement)
from January 31, 2007 to May 31, 2007.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is filed as part of this Current Report
on Form 8-K:
2.1 First Amendment to Agreement and Plan of Merger, dated September
20, 2006, by and among Gasco Energy, Inc., Gasco Acquisition,
Inc. and Brek Energy Corporation.
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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.
GASCO ENERGY, INC.
By: /s/ W. King Grant
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Name: W. King Grant
Title: Chief Executive Officer
Date: January 31, 2007
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EXHIBIT INDEX
2.1 First Amendment to Agreement and Plan of Merger, dated September 20, 2006,
by and among Gasco Energy, Inc., Gasco Acquisition, Inc. and Brek Energy
Corporation.