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  28,  2005

                            FALCON NATURAL GAS CORP.
                          ---------------------------
             (Exact name of registrant as specified in its charter)

            Nevada                  000-50229                 98-0403897
----------------------------     -------------          --------------------
(State or other jurisdiction     (Commission            (IRS Employer
 of incorporation)                File Number)          Identification No.)

     Westchase Center, 2500 City West Blvd., Suite 300, Houston, Texas 77042
     -----------------------------------------------------------------------
            (Address of principal executive offices)      (Zip Code)

Registrant's  telephone  number,  including  area  code  (713)  267-2240

                                      N/A
                                      ---
                         (Former name or former address,
                          if changed since last report)

Check  the  appropriate  box below if the Form 8-K 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))

<PAGE>

ITEM  8.01  OTHER  EVENTS.

     In  its  report on Form 8-K filed with the Commission on November 30, 2004,
the  Registrant  disclosed  that  it  had  entered  into  a  Securities Purchase
Agreement  with  Cornell  Capital  Partners,  LP  ("Cornell")  for $1,000,000 of
convertible  debentures.  In  that filing, the Registrant also disclosed that it
had  entered  into  a  $10,000,000  Standby  Equity  Distribution Agreement with
Cornell.  The  funds from the Standby Equity Distribution Agreement can be drawn
at  the  Registrant's  discretion  based  on funding requirements, subject to an
effective  registration  with  the  Commission. The Registrant received $500,000
from  the sale of the convertible debentures when it entered into the Securities
Purchase  Agreement.  The Registrant filed a registration statement on Form SB-2
(the  "Registration Statement") on February 11, 2005, covering 12,448,193 shares
of common stock of which 12,048,193 shares are for future sale under the Standby
Equity  Distribution  Agreement.  The Registrant received the remaining $500,000
from  the  sale of convertible debentures as a result of filing the Registration
Statement

     Moyes  &  Co.  is  performing  a  financial  assessment of the Registrant's
properties  which  the  Registrant  expects  will  be  completed  by  the end of
February.  Moyes  &  Co.  offers  independent  systematic  project  evaluation
addressing  transaction  management  and funding options, cost and availability,
company  and  host  government  interests,  all aspects of petroleum systems and
technical  risk, project development cost and schedules, detailed historical and
forward  price forecasts, product markets and evacuation options. Moyes provides
analysis  and  examples  of  project  agreements  and  quantifies  and  provides
solutions  to  business  risk.  For  more  information  visit  www.moyesco.com.

     The  Company has become aware of investor relations materials ("Materials")
prepared and distributed by Market Movers newsletter ("Market Movers") which was
released  during  the  2004/2005  winter.  Neither  the Company, its management,
Halliburton Company, nor Landmark Graphics Corporation is affiliated with Market
Movers,  paid  for the preparation or distribution of the Materials, or approved
either  the  information contained in the Materials or its public dissemination.
The Market Movers Materials contained information about the Company's properties
("Properties"),  studies  and  reports  completed on those Properties, potential
gains  from an investment in the Company, and information regarding the price of
natural  gas  and future prospects of the Company which were not endorsed by the
Company.  The Company disclaims any association with the use of this information
by  investors for investment decisions and invites investors to rely only on the
Company's  filings  with  the  Securities  and  Exchange  Commission.

                                   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.

<PAGE>

FALCON  NATURAL  GAS  CORP.

By:  /s/Fred  B.  Zaziski
     --------------------
     Fred  B.  Zaziski
     Chief  Executive  Officer

Dated:  February  15,  2005

<PAGE>
[{"type": "8-K", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 5382}]
{"company-data": {"conformed-name": "FALCON NATURAL GAS CORP", "cik": "0001167764", "assigned-sic": "7389", "irs-number": "980403897", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-50229", "film-number": "05617587"}, "business-address": {"street1": "WESTCHASE CENTER", "street2": "2500 CITYWEST BLVD SUITE 300", "city": "HOUSTON", "state": "TX", "zip": "77019", "phone": "6048991533"}, "mail-address": {"street1": "2500 CITYWEST  BLVD. SUITE 300", "street2": "WESTCHASE CENTER", "city": "HOUSTON", "state": "TX", "zip": "77042"}}
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  28,  2005

                            FALCON NATURAL GAS CORP.
                          ---------------------------
             (Exact name of registrant as specified in its charter)

            Nevada                  000-50229                 98-0403897
----------------------------     -------------          --------------------
(State or other jurisdiction     (Commission            (IRS Employer
 of incorporation)                File Number)          Identification No.)

     Westchase Center, 2500 City West Blvd., Suite 300, Houston, Texas 77042
     -----------------------------------------------------------------------
            (Address of principal executive offices)      (Zip Code)

Registrant's  telephone  number,  including  area  code  (713)  267-2240

                                      N/A
                                      ---
                         (Former name or former address,
                          if changed since last report)

Check  the  appropriate  box below if the Form 8-K 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  8.01  OTHER  EVENTS.

     In  its  report on Form 8-K filed with the Commission on November 30, 2004,
the  Registrant  disclosed  that  it  had  entered  into  a  Securities Purchase
Agreement  with  Cornell  Capital  Partners,  LP  ("Cornell")  for $1,000,000 of
convertible  debentures.  In  that filing, the Registrant also disclosed that it
had  entered  into  a  $10,000,000  Standby  Equity  Distribution Agreement with
Cornell.  The  funds from the Standby Equity Distribution Agreement can be drawn
at  the  Registrant's  discretion  based  on funding requirements, subject to an
effective  registration  with  the  Commission. The Registrant received $500,000
from  the sale of the convertible debentures when it entered into the Securities
Purchase  Agreement.  The Registrant filed a registration statement on Form SB-2
(the  "Registration Statement") on February 11, 2005, covering 12,448,193 shares
of common stock of which 12,048,193 shares are for future sale under the Standby
Equity  Distribution  Agreement.  The Registrant received the remaining $500,000
from  the  sale of convertible debentures as a result of filing the Registration
Statement

     Moyes  &  Co.  is  performing  a  financial  assessment of the Registrant's
properties  which  the  Registrant  expects  will  be  completed  by  the end of
February.  Moyes  &  Co.  offers  independent  systematic  project  evaluation
addressing  transaction  management  and funding options, cost and availability,
company  and  host  government  interests,  all aspects of petroleum systems and
technical  risk, project development cost and schedules, detailed historical and
forward  price forecasts, product markets and evacuation options. Moyes provides
analysis  and  examples  of  project  agreements  and  quantifies  and  provides
solutions  to  business  risk.  For  more  information  visit  www.moyesco.com.

     The  Company has become aware of investor relations materials ("Materials")
prepared and distributed by Market Movers newsletter ("Market Movers") which was
released  during  the  2004/2005  winter.  Neither  the Company, its management,
Halliburton Company, nor Landmark Graphics Corporation is affiliated with Market
Movers,  paid  for the preparation or distribution of the Materials, or approved
either  the  information contained in the Materials or its public dissemination.
The Market Movers Materials contained information about the Company's properties
("Properties"),  studies  and  reports  completed on those Properties, potential
gains  from an investment in the Company, and information regarding the price of
natural  gas  and future prospects of the Company which were not endorsed by the
Company.  The Company disclaims any association with the use of this information
by  investors for investment decisions and invites investors to rely only on the
Company's  filings  with  the  Securities  and  Exchange  Commission.

                                   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.
FALCON  NATURAL  GAS  CORP.

By:  /s/Fred  B.  Zaziski
     --------------------
     Fred  B.  Zaziski
     Chief  Executive  Officer

Dated:  February  15,  2005