UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Form 8-K

CURRENT REPORT

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

~~Date of Report~~Securities ~~(Date~~Exchange Act of ~~earliest event reported): March 22, 2010 (March 16, 2010)~~1934

Date of Report (Date of earliest event reported): June 16, 2010

PINNACLE GAS RESOURCES, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-33457		30-0182582
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1 East Alger Street

Sheridan, Wyoming 82801

(Address of Principal Executive Offices) (Zip Code)

(307) 673-9710

(Registrant’s telephone number, including area code)

Not applicable

(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:

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 38.01. ~~Notice~~Other ~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard~~Events.

As previously disclosed in, ~~the Current Report~~ on ~~Form~~January ~~8-K~~13, ~~filed with the Securities and Exchange Commission on September 21~~2010, ~~2009 by~~ Pinnacle Gas Resources, Inc. (the “Company”), onand ~~September 15,~~its ~~2009,~~lender entered into a Seventh Amendment and Waiver to the Company’s ~~received~~credit ~~notice~~facility, ~~from~~waiving ~~the Listing~~its ~~Qualifications~~obligation ~~Department~~to comply with certain provisions of the ~~Nasdaq~~credit ~~Stock~~agreement ~~Market, Inc.~~and ~~(“Nasdaq”) that~~modifying itcertain ~~was~~references ~~not~~ in ~~compliance~~the Fifth ~~with~~Amendment to the ~~minimum~~Credit ~~bid~~Agreement ~~price~~previously ~~requirement~~signed ~~pursuant~~(the “Seventh toAmendment”). The ~~Listing~~amendment ~~Rule 5450(~~provided a~~)(1) because~~ waiver ~~its~~for ~~common~~certain ~~stock~~conditions ~~price~~of ~~had~~the ~~been less~~credit ~~than~~agreement $1through June 15, 2010.00 It ~~per~~further ~~share~~required ~~for~~payment of the ~~previous~~loan 30in full ~~consecutive~~by ~~business~~thirty days~~. At~~ ~~that~~after ~~time,~~ the ~~Company~~earlier ~~had~~of ~~180~~June 15, ~~days~~2010 toor thirty days ~~regain~~following ~~compliance~~the ~~with~~termination of the ~~minimum~~pending ~~bid~~merger ~~price~~(the ~~requirement~~“Merger”) with Scotia Waterous USA, Inc. (“Scotia”).

OnAs of ~~March~~June 1615, 2010, the Company ~~received~~had ~~written~~not ~~notice~~completed (the ~~“Staff~~Merger. Accordingly, ~~Determination”)~~all ~~from~~amounts ~~Nasdaq that~~outstanding ~~because~~ under the ~~Company~~credit ~~has~~agreement ~~not~~are ~~regained~~payable ~~compliance~~on ~~with~~or ~~the~~before ~~minimum~~July 15, ~~bid~~2010. As ~~price requirement~~of ~~within~~June 15, ~~the 180-day compliance period~~2010, the ~~Company’s common stock~~aggregate ~~would~~amount beoutstanding ~~delisted~~under ~~from~~the ~~The~~credit ~~Nasdaq~~agreement ~~Global~~is ~~Market~~$5,100,000 ~~unless~~of ~~the~~principal ~~Company requests an~~and ~~appeal~~$51,600 of ~~this~~accrued ~~determination~~and tounpaid ainterest. Our ~~Nasdaq~~lender ~~Hearings~~has ~~Panel~~not (accelerated the ~~“Panel”)~~payment noof ~~later than~~the ~~4:00 p.m.~~amounts ~~Eastern Time on March 23, 2010~~due.

~~On March 22, 2010,~~Since the ~~Company~~waivers ~~requested~~set ~~such~~forth anin ~~appeal,~~the ~~which~~Seventh ~~request~~Amendment ~~automatically~~have ~~delayed~~expired, the ~~delisting~~ ofCompany ~~the~~is currently ~~Company’s~~in ~~common~~default ~~stock~~under atcertain ~~least~~conditions ~~until~~of the ~~Panel~~credit ~~issues a final decision~~agreement. The ~~Panel~~Company ~~has~~will ~~the~~request ~~discretion~~additional waivers to ~~grant~~allow ~~the~~it ~~Company~~to upproceed towith ~~180~~the ~~additional~~Merger; ~~calendar~~however, ~~days~~there ~~from~~can ~~its~~be ~~March 16,~~no assurance that ~~2010~~it ~~letter~~will inbe ~~which~~able to ~~satisfy~~obtain ~~the~~such ~~$1.00~~waivers ~~per~~or ~~share~~that ~~bid~~such ~~price~~waivers ~~requirement. There~~will ~~can~~ be noobtained ~~assurance~~on acceptable ~~that~~terms. If the ~~Panel~~Company ~~will grant~~is anunable ~~extension~~to obtain future waivers and/or ~~that~~to comply with the ~~Company~~restrictive ~~will~~covenants, bethe ~~able~~lenders tocould ~~comply~~foreclose on properties held by liens. The Company has remained in compliance with the ~~conditions~~payment of ~~any~~principal ~~extension~~and byinterest pertaining to the ~~Panel’s~~credit ~~decision~~facility ~~date~~including ensuring orthat byour outstanding borrowings remain within the ~~expiration~~ limitations of ~~any~~the borrowing ~~extension~~base. Due to borrowing base limitations and waiver stipulations, the ~~Panel~~Company ~~grants~~is currently unable to incur additional indebtedness under the credit facility.

~~If the Panel sustains the~~The ~~Nasdaq~~default ~~Staff’s~~under ~~delisting determination at~~ the ~~hearing~~terms orof ~~following any extension granted at~~ the ~~hearing,~~credit ~~the~~agreement ~~Company~~is ~~may~~also ~~file~~a andefault ~~appeal~~under to the ~~Nasdaq~~ ~~Listing~~term ~~and~~of ~~Hearings~~the ~~Review~~Merger ~~Council~~Agreement ~~(the~~with ~~“Listing Council”)~~Scotia, orproviding Scotia the ~~Listing~~right to ~~Council~~terminate ~~may review~~ the ~~Panel’s decision on its own accord~~Merger. AScotia ~~review~~has indicated byat ~~the~~this ~~Listing~~time ~~Council~~that ~~does~~it will not ~~delay~~ ~~the~~waive ~~delisting decision unless~~ the ~~Listing~~default; ~~Council~~however, ~~determines~~it inhas ~~its~~not ~~discretion~~terminated tothe ~~do so~~Merger.

~~Item 7.01 Regulation FD Disclosure.~~2

On March 22, 2010, the Company issued a press release regarding the above-referenced notification from Nasdaq. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is hereby incorporated by reference.SIGNATURES

~~The information is this~~Pursuant ~~Item 7.01~~to ~~and~~the ~~Exhibit 99.1~~requirements ~~is being furnished and shall not be deemed “filed” for purposes~~ of ~~Section 18 of~~ the Securities Exchange Act of 1934, ~~as amended (~~the ~~“Exchange~~Registrant ~~Act”)~~has duly orcaused ~~otherwise~~this ~~subject~~report to ~~the~~be ~~liabilities~~signed ofon ~~that~~its ~~section, nor~~behalf ~~shall it be deemed incorporated~~ by ~~reference in any filing under~~ the ~~Securities~~ ~~Act~~undersigned ~~of 1933, as amended (the “Securities Act”) or the Exchange Act,~~hereunto ~~except~~duly ~~as shall be expressly set forth in such filing~~authorized.

Item 9.01 Financial Statements and Exhibits.

Date: June 22, 2010	PINNACLE GAS RESOURCES, INC.


	By:	/s/Peter G. Schoonmaker
		Peter G. Schoonmaker
		President and Chief Executive Officer

~~(d) Exhibits:~~3

Exhibit No.		Description
99.1		Press release dated March 22, 2010.

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: March 22, 2009	PINNACLE GAS RESOURCES, INC.
	By:	/s/ Peter G. Schoonmaker
		Peter G. Schoonmaker
		President and Chief Executive Officer

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