UNITED ~~STATESSECURITIES~~STATES ~~AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549~~

~~FORM~~SECURITIES ~~8-K~~AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~ofthe~~of The Securities Exchange Act of 1934

Date of Report: ~~March 5, 2013~~(Date of earliest event reported): May 20, 2013

~~GATEWAY~~Gateway ~~ENERGY~~Energy ~~CORPORATION(Exact name of registrant as specified in its charter)~~Corporation

~~Delaware~~ (~~State~~Exact orname ~~other jurisdiction~~ of ~~incorporation~~registrant oras ~~organization)~~specified ~~0-6404~~in ~~(Commission~~its ~~File Number~~charter) ~~44-0651207 (I.R.S. Employer Identification Number)~~

1415 Louisiana, Suite 4100, Houston, Texas 77001(Address of principal executive offices, including zip code)

Delaware

000-06404

44-0651207

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

(713) 336-0844(Registrant's telephone number, including area code)

1415 Louisiana Street, Suite 4100

Houston, Texas

77002

(Address of principal executive offices)

(Zip Code)

(~~Former~~713) ~~name~~336-0844 ~~or former address if changed since last report)~~

(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 240.14d-2(b))

~~[ ]~~ ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))

~~Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review~~1

AtItem ~~September~~5.02 ~~30,~~Departure ~~2012, as a result~~ of ~~the~~Directors ~~Company’s~~or ~~historical~~Principal ~~and~~Officers; ~~ongoing~~Election ~~operating losses, the Company determined that it would not, using the criteria set forth in ASC Topic 740, “Income Taxes”, be able to realize the value~~ of ~~its~~Directors; ~~then~~Appointment ~~recorded deferred tax asset and, therefore, recorded a valuation allowance against the carrying value~~ of ~~said~~Principal ~~asset and a charge to income tax expense~~Officers.

On May ~~March 5~~20, 2013, ~~the~~William ~~audit~~E. ~~committee~~Bauch, a member of the ~~Board~~board of ~~Directors~~directors of Gateway Energy Corporation (the “"Company”"), ~~concluded~~notified ~~that~~ the Company ~~should~~that ~~more~~he ~~appropriately~~had decided ~~reflect~~to ~~this~~resign ~~charge~~from ~~against~~the ~~its~~Company's ~~2011~~board ~~results~~ of ~~operations and restated its prior year financial statements~~directors. ~~Accordingly,~~Mr. onBauch ~~March~~did 5,not resign ~~2013,~~as ~~the~~a ~~audit~~result ~~committee~~ of ~~the~~any ~~Board~~disagreement ofwith ~~Directors of~~ the Company ~~determined~~on ~~that~~any matter relating to the Company’'s ~~consolidated financial statements for the year ended December 31~~operations, ~~2011~~policies ~~and~~or ~~the quarterly periods ended March 31, 2012, June 30, 2012 and September 30, 2012 should no longer be relied upon~~practices.

ByIn accordance ~~way~~with ~~of background, at December 31, 2011,~~ the ~~Company~~requirements ~~had a carrying value~~ of ~~$3,932,734~~Item ~~with respect to its deferred tax asset~~5. As02 of ~~the~~Form ~~date of those financial statements~~8-K, the Company ~~had~~has provided ~~determined~~Mr. ~~that~~Bauch ~~the~~with ~~carrying~~a ~~value~~copy of the ~~deferred~~disclosures ~~tax~~contained ~~asset~~in ~~was appropriate given its conclusion that sufficient positive evidence existed at such time to conclude that it was more likely than not that~~ this ~~deferred~~Current Report ~~tax asset would be realized. This conclusion was based~~ on ~~management’s~~Form ~~review,~~8-K atno ~~the~~later ~~time,~~than ~~of internal projections, as well as a consideration of~~ the ~~cost~~day ~~reduction activities~~ of ~~the~~filing ~~Company~~this ~~over~~Form ~~the~~8-K ~~preceding~~with ~~several years,~~ the Securities ~~acquisitions completed~~ and ~~contemplated~~Exchange ~~by the Company at the time and access to capital on a basis accretive to net income~~Commission.

~~The~~Item ~~impact~~9.01 ofFinancial ~~this~~Statements ~~restatement on the Company’s 2011 audited financial statements will be a $3,932,734 decrease in deferred tax assets, net~~ and total assets, a $3,932,734 increase in accumulated deficit and a $3,932,734 decrease in total stockholders’ equity and a $3,932,734 increase in income tax expense and a $3,932,734 decrease in net income for the year ended December 31, 2011Exhibits.

The impact of this restatement on the Company’s first quarter 2012 unaudited financial statements will be a $3,999,791 decrease in deferred tax assets, net and total assets, a $3,999,791 increase in accumulated deficit and a $3,999,791 decrease in total stockholders’ equity and a $49,972 increase in income tax expense and a $49,972 decrease in net income for the three months ended March 31, 2012 None.

The impact of this restatement on the Company’s second quarter 2012 unaudited financial statements will be a $4,016,054 decrease in deferred tax assets, net and total assets, a $4,016,054 increase in accumulated deficit and a $4,016,054 decrease in total stockholders’ equity and a $22,230 increase in income tax expense and a $22,230 decrease in net income for the three months ended June 30, 2012 and a $72,202 increase in income tax expense and a $72,202 decrease in net income for the six months ended June 30, 2012.2

The impact of this restatement on the Company’s third quarter 2012 unaudited financial statements will be a $4,016,054 decrease in income tax expense and a $4,016,054 increase in net income for the three months ended September 30, 2012 and a $3,932,734 decrease in income tax expense and a $3,932,734 increase in net income for the nine months ended September 30, 2012.SIGNATURE

ToPursuant ~~address~~to the requirements ~~foregoing~~of ~~matter,~~ the ~~Company~~Securities ~~intends~~Exchange toAct ~~restate~~of ~~its financial statements for the fiscal year ended December 31~~1934, ~~2011 and for~~ the ~~quarterly~~registrant ~~periods~~has ~~ended~~duly ~~March~~caused this ~~31, June 30 and September 30, 2012 in its annual~~ report ~~on Form 10-K for the year ended December 31, 2012 as filing amendments~~ to ~~its~~be ~~annual~~signed ~~report~~ on ~~Form 10-K for the year ended December 31, 2011 and~~ its ~~quarterly~~behalf ~~reports~~by ~~on Form 10-Q for~~ the ~~quarterly~~undersigned ~~periods~~hereunto ~~ended March 31, June 30 and September 30, 2012 would place an undue burden on the Company~~duly authorized. ~~The~~ ~~Company intends to file its annual report on Form 10-K for the year ended December 31, 2012 containing the restatement on or before April 1, 2013.~~

As a result of the occurrence of the aforementioned restatement, our management has determined that as of December 31, 2011, there was a material weakness in our internal controls over financial reporting as a result of our inability to properly determine the timing of the required adjustment to the carrying value of our deferred tax asset. The Company is currently evaluating what, if any, curative steps it needs to implement to avoid such determination in the future.


				Gateway Energy Corporation

Dated: June 04, 2013				/s/ Frederick M. Pevow, Jr.
				Frederick M. Pevow, Jr. President and Chief Executive Officer

The board of directors of the Company and its management have discussed with its independent public accounting firm the matters disclosed herein.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GATEWAY ENERGY CORPORATION

By: /s/ Frederick M. Pevow, Jr. Frederick M. Pevow, Jr., President and Chief Executive Officer

Date: March 13, 2013

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