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) October 8, 2004

                            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  1.01  ENTRY  INTO  A  MATERIAL  DEFINITIVE  AGREEMENT.

     On October 8, 2004 ("Closing"), Falcon Natural Gas Corp. (the "Registrant")
entered into an Offshore Securities Subscription Agreement with a third party
not affiliated with the Registrant to purchase 1,500,000 shares of the
Registrant's common stock, $.00001 per share (the "Common Stock") for
$1,500,000.

ITEM  3.02  UNREGISTERED  SALES  OF  EQUITY  SECURITIES

     On October 8, 2004, the Registrant sold 1,500,000 shares of Common Stock in
a  transaction  that  was  not  registered under the Securities Act of 1933 (the
"Act")  to  a third party not affiliated with the Registrant  for  an  aggregate
of  $1,500,000.  The Company claims an exemption  from  registration  afforded
by  Section  4(2)  of the Act since the foregoing  issuance  did  not  involve
a public offering, the recipient took the shares  for  investment and not resale
and the Company took appropriate measures to  restrict transfer. No underwriters
or agents were involved in the foregoing issuance  and no underwriting discounts
or commissions were paid by the Company.  The Company also claims an exemption
from registration afforded by Regulation S under  the  Securities  Act.

ITEM 8.01 OTHER EVENTS

     The  Company  has  been  provided  with  investor  relations  materials
("Materials")  prepared  and  distributed  by  Market Movers newsletter ("Market
Movers")  which  was  released during the fall of 2004. 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,
approved 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, 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.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(c)  Exhibits.

None.
                                   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/Alan Aitchison
    -----------------
    Alan Aitchison
    Chief Executive Office

Dated:  October 14, 2004

<PAGE>
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{"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": "041078681"}, "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) October 8, 2004

                            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  1.01  ENTRY  INTO  A  MATERIAL  DEFINITIVE  AGREEMENT.

     On October 8, 2004 ("Closing"), Falcon Natural Gas Corp. (the "Registrant")
entered into an Offshore Securities Subscription Agreement with a third party
not affiliated with the Registrant to purchase 1,500,000 shares of the
Registrant's common stock, $.00001 per share (the "Common Stock") for
$1,500,000.

ITEM  3.02  UNREGISTERED  SALES  OF  EQUITY  SECURITIES

     On October 8, 2004, the Registrant sold 1,500,000 shares of Common Stock in
a  transaction  that  was  not  registered under the Securities Act of 1933 (the
"Act")  to  a third party not affiliated with the Registrant  for  an  aggregate
of  $1,500,000.  The Company claims an exemption  from  registration  afforded
by  Section  4(2)  of the Act since the foregoing  issuance  did  not  involve
a public offering, the recipient took the shares  for  investment and not resale
and the Company took appropriate measures to  restrict transfer. No underwriters
or agents were involved in the foregoing issuance  and no underwriting discounts
or commissions were paid by the Company.  The Company also claims an exemption
from registration afforded by Regulation S under  the  Securities  Act.

ITEM 8.01 OTHER EVENTS

     The  Company  has  been  provided  with  investor  relations  materials
("Materials")  prepared  and  distributed  by  Market Movers newsletter ("Market
Movers")  which  was  released during the fall of 2004. 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,
approved 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, 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.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(c)  Exhibits.

None.
                                   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/Alan Aitchison
    -----------------
    Alan Aitchison
    Chief Executive Office

Dated:  October 14, 2004