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 27, 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  27,  2004, Falcon Natural Gas Corp. (the "Registrant") entered
into  a twelve-month employment agreement with Fred B. Zaziski pursuant to which
Mr.  Zaziski will receive $132,000 per year, five weeks of paid vacation, and up
to an aggregate of 5,000,000 restricted shares of the Registrant's common stock.
Certain  other  term  of the employment agreement with Mr. Zaziski are discussed
below  under  "ITEM  5.02."

ITEM 5.01     CHANGES IN CONTROL OF REGISTRANT

     The Registrant and Alan Aitchison, the Registrant's former President, Chief
Executive  Officer,  Secretary  and  Treasurer  and  a  former  director  of the
Registrant,  agreed  that  Mr. Aitchison will cancel 9,000,000 of the 10,000,000
shares  of common stock that Mr. Aitchison beneficially owns. As a result of the
cancellation,  there  will  be  60,282,000  shares  of  common  stock issued and
outstanding.  Prior  to  the cancellation, Mr. Aitchison along with Massimiliano
Pozzoni  exercised  significant  influence over the Registrant. Mr. Pozzoni, who
owns  5,000,000 shares (or 8.3%) of the issued and outstanding common stock will
be  the  Registrant's  largest  shareholder.

ITEM 5.02     DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

     (b)  On  October  25,  2004,  Alan  Aitchison resigned as a Director of the
Registrant and as the Registrant's President, Chief Executive Officer, Secretary
and  Treasurer.

     (c)  On  October  27, 2004, the Company's Board of Directors, via unanimous
signed  written consent, appointed Fred B. Zaziski as the Registrant's President
and Chief Executive Officer. On that same date, the Board of Directors appointed
Massimiliano  Pozzoni  as  the  Registrant's  Secretary  and  Treasurer.

     FRED  B.  ZAZISKI, PRESIDENT AND CEO - Mr. Zaziski has over 26 years in the
oil and gas industry. He began serving as the Registrant's President, CEO and as
a  Director  in  October  2004. From August 1999 to October 2004, Mr. Zaziski
served as Chief  Operations  Officer  for  ComOxy. In this capacity, Mr.
Zaziski  directed  operations  and  project  management  teams,  developed  and
implemented  policies  and  procedures,  directed  all  phases  of  the  budget,
identified  new  business  opportunities  and served as the initial contact with
joint  venture  companies.  Mr.  Zaziski  has  also  worked  in Saudi Arabia for
National  Petroleum  Technology  Company  and  in Manama, Bahrain, Saudi Arabia,
Cairo  and  North  and  West  Africa  for  Halliburton  Energy  Services.  Mr.
Zaziski received an MBA from the University of Cairo and a degree in Petroleum
Engineering from Pennsylvania State.  Mr. Zaziski is a member of the Society of
Petroleum Engineers and the American Society of Mechanical Engineers.

<PAGE>

     Mr.  Zaziski  and  the  Registrant  have entered into a one-year employment
contract pursuant to which Mr. Zaziski will serve as the Registrant's President,
Chief  Executive  Officer  and  as  a  Director  effective October 27, 2004. Mr.
Zaziski  will  receive $132,000 per year as well as five weeks of paid vacation.
Mr. Zaziski will receive as additional consideration 1,000,000 restricted shares
of  the  Registrant's  common  stock at the end of each of the five twelve-month
periods  (up  to  an  aggregate  of  5,000,000  restricted  shares)  immediately
following  October  27,  2004 for which he is employed by the Registrant. In the
event that Mr. Zaziski's employment terminates prior to the end of such twelve-
month period, his rights in the number of shares that would otherwise be payable
at the end of such twelve-month period multiplied by the ratio which the number
of months in such twelve-month period that Mr. Zaziski was employed by the
Registrant bears to twelve (12) shall immediately and fully vest and shall be
transferable by Mr. Zaziski as of the date his employment terminates.  In the
event that Mr. Zaziski dies during the twelve-month period immediately following
October  27,  2004,  his  right to 1,000,000 restricted shares shall immediately
vest  and  shall  be  payable  to his spouse. In the event of a consolidation or
merger  or sale of all or substantially all of the assets of the Registrant, the
Registrant  is  otherwise  acquired  or  there  is  a  change  of control of the
Registrant  (receipt  of  more  than  50%  of  the  outstanding  shares  of  the
Registrant,  the  Registrant otherwise being acquired, or a change in control of
the  Registrant  are  collectively  referred  to as an "Acquisition"), or in the
event  of  liquidation  of  the  Registrant, so much of the 5,000,000 restricted
shares that have not been issued to Mr. Zaziski shall immediately vest and shall
also  be  transferable  by  Mr. Zaziski immediately prior to such Acquisition or
liquidation.  Mr.  Zaziski  or  the  Registrant  may  terminate  the  employment
agreement;  however,  in the event of termination for good reason by Mr. Zaziski
or  without  cause  by  the  Registrant,  the Registrant is obligated to pay Mr.
Zaziski  a  severance  payment  of $33,000 in addition to all payments of salary
earned  by Mr. Zaziski through such date of termination in one lump sum payment.

     MASSIMILIANO  POZZONI,  TREASURER  AND DIRECTOR - Mr. Pozzoni reassumed the
positions  as  the  Registrant's Secretary and Treasurer in October 2004. He has
served  as  the  Registrant's Vice President of Business Development since April
2004.  He  has  served  as  a  Director  of the Registrant since March 2004. Mr.
Pozzoni  previously  served  the  Registrant from March 2004 to June 2004 as the
sole  Director  and  the  President,  Chief  Executive  Officer,  Secretary  and
Treasurer. In June 2004, he resigned as the Company's President, Chief Executive
Officer,  Treasurer  and  Secretary  but continued to serve as a Director and as
Vice  President  of  Business  Development. Since November 2003, Mr. Pozzoni has
served  as  the  Chief  Executive Officer and Director of Otish Mountain Diamond
Company,  a reporting company. From June 2002 to August 2002, Mr. Pozzoni worked
as  a  Summer Associate at Lehman Brothers Inc. From June 1998 to June 2001, Mr.
Pozzoni  worked  as  an  engineer at Schlumberger Oilfield Services. Mr. Pozzoni
received  his  Bachelors  degree  in  International  Business  in  1998 from the
University of Kansas and his MBA degree from the London Business School in 2003.

     Mr.  Pozzoni and the Registrant entered into a one-year employment contract
pursuant  to  which Mr. Pozzoni will serve as the Registrant's Vice President of
Business Development and as a Director. Mr. Pozzoni receives $90,000 per year as
well as five weeks of paid vacation. Mr. Pozzoni or the Registrant may terminate
the  employment  agreement; however, in the event of termination for good reason
by  Mr.  Pozzoni or without cause by the Registrant, the Registrant is obligated
to pay Mr. Pozzoni a severance payment of $22,500 in addition to all payments of
salary  earned  by  Mr. Pozzoni through such date of termination in one lump sum
payment.

     (d)  On  October  27, 2004, the Company's Board of Directors, via unanimous
signed  written  consent, appointed Fred B. Zaziski as a Director of the Company
to  fill  the  vacancy  created  by  the  resignation  of  Alan  Aitchison.

<PAGE>

     Mr.  Zaziski has not been named to any committees of the Company's Board of
Directors,  and  any committees of the Company's Board of Directors to which Mr.
Zaziski  may be named have not been determined, as of the filing of this Report.

     Mr.  Zaziski and the Registrant have entered into a twelve-month employment
agreement  the  terms  of  which  are discussed above under this "Item 5.02" and
"Item  1.01."

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(c)  Exhibits.

          Exhibit  No.  Description
          -----------   -----------

          10.1*         Employment  Agreement  with  Fred  B.  Zaziski

*    Filed herein.
                                   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 Office

Dated:  November 8, 2004

<PAGE>
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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) October 27, 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  27,  2004, Falcon Natural Gas Corp. (the "Registrant") entered
into  a twelve-month employment agreement with Fred B. Zaziski pursuant to which
Mr.  Zaziski will receive $132,000 per year, five weeks of paid vacation, and up
to an aggregate of 5,000,000 restricted shares of the Registrant's common stock.
Certain  other  term  of the employment agreement with Mr. Zaziski are discussed
below  under  "ITEM  5.02."

ITEM 5.01     CHANGES IN CONTROL OF REGISTRANT

     The Registrant and Alan Aitchison, the Registrant's former President, Chief
Executive  Officer,  Secretary  and  Treasurer  and  a  former  director  of the
Registrant,  agreed  that  Mr. Aitchison will cancel 9,000,000 of the 10,000,000
shares  of common stock that Mr. Aitchison beneficially owns. As a result of the
cancellation,  there  will  be  60,282,000  shares  of  common  stock issued and
outstanding.  Prior  to  the cancellation, Mr. Aitchison along with Massimiliano
Pozzoni  exercised  significant  influence over the Registrant. Mr. Pozzoni, who
owns  5,000,000 shares (or 8.3%) of the issued and outstanding common stock will
be  the  Registrant's  largest  shareholder.

ITEM 5.02     DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

     (b)  On  October  25,  2004,  Alan  Aitchison resigned as a Director of the
Registrant and as the Registrant's President, Chief Executive Officer, Secretary
and  Treasurer.

     (c)  On  October  27, 2004, the Company's Board of Directors, via unanimous
signed  written consent, appointed Fred B. Zaziski as the Registrant's President
and Chief Executive Officer. On that same date, the Board of Directors appointed
Massimiliano  Pozzoni  as  the  Registrant's  Secretary  and  Treasurer.

     FRED  B.  ZAZISKI, PRESIDENT AND CEO - Mr. Zaziski has over 26 years in the
oil and gas industry. He began serving as the Registrant's President, CEO and as
a  Director  in  October  2004. From August 1999 to October 2004, Mr. Zaziski
served as Chief  Operations  Officer  for  ComOxy. In this capacity, Mr.
Zaziski  directed  operations  and  project  management  teams,  developed  and
implemented  policies  and  procedures,  directed  all  phases  of  the  budget,
identified  new  business  opportunities  and served as the initial contact with
joint  venture  companies.  Mr.  Zaziski  has  also  worked  in Saudi Arabia for
National  Petroleum  Technology  Company  and  in Manama, Bahrain, Saudi Arabia,
Cairo  and  North  and  West  Africa  for  Halliburton  Energy  Services.  Mr.
Zaziski received an MBA from the University of Cairo and a degree in Petroleum
Engineering from Pennsylvania State.  Mr. Zaziski is a member of the Society of
Petroleum Engineers and the American Society of Mechanical Engineers.
Mr.  Zaziski  and  the  Registrant  have entered into a one-year employment
contract pursuant to which Mr. Zaziski will serve as the Registrant's President,
Chief  Executive  Officer  and  as  a  Director  effective October 27, 2004. Mr.
Zaziski  will  receive $132,000 per year as well as five weeks of paid vacation.
Mr. Zaziski will receive as additional consideration 1,000,000 restricted shares
of  the  Registrant's  common  stock at the end of each of the five twelve-month
periods  (up  to  an  aggregate  of  5,000,000  restricted  shares)  immediately
following  October  27,  2004 for which he is employed by the Registrant. In the
event that Mr. Zaziski's employment terminates prior to the end of such twelve-
month period, his rights in the number of shares that would otherwise be payable
at the end of such twelve-month period multiplied by the ratio which the number
of months in such twelve-month period that Mr. Zaziski was employed by the
Registrant bears to twelve (12) shall immediately and fully vest and shall be
transferable by Mr. Zaziski as of the date his employment terminates.  In the
event that Mr. Zaziski dies during the twelve-month period immediately following
October  27,  2004,  his  right to 1,000,000 restricted shares shall immediately
vest  and  shall  be  payable  to his spouse. In the event of a consolidation or
merger  or sale of all or substantially all of the assets of the Registrant, the
Registrant  is  otherwise  acquired  or  there  is  a  change  of control of the
Registrant  (receipt  of  more  than  50%  of  the  outstanding  shares  of  the
Registrant,  the  Registrant otherwise being acquired, or a change in control of
the  Registrant  are  collectively  referred  to as an "Acquisition"), or in the
event  of  liquidation  of  the  Registrant, so much of the 5,000,000 restricted
shares that have not been issued to Mr. Zaziski shall immediately vest and shall
also  be  transferable  by  Mr. Zaziski immediately prior to such Acquisition or
liquidation.  Mr.  Zaziski  or  the  Registrant  may  terminate  the  employment
agreement;  however,  in the event of termination for good reason by Mr. Zaziski
or  without  cause  by  the  Registrant,  the Registrant is obligated to pay Mr.
Zaziski  a  severance  payment  of $33,000 in addition to all payments of salary
earned  by Mr. Zaziski through such date of termination in one lump sum payment.

     MASSIMILIANO  POZZONI,  TREASURER  AND DIRECTOR - Mr. Pozzoni reassumed the
positions  as  the  Registrant's Secretary and Treasurer in October 2004. He has
served  as  the  Registrant's Vice President of Business Development since April
2004.  He  has  served  as  a  Director  of the Registrant since March 2004. Mr.
Pozzoni  previously  served  the  Registrant from March 2004 to June 2004 as the
sole  Director  and  the  President,  Chief  Executive  Officer,  Secretary  and
Treasurer. In June 2004, he resigned as the Company's President, Chief Executive
Officer,  Treasurer  and  Secretary  but continued to serve as a Director and as
Vice  President  of  Business  Development. Since November 2003, Mr. Pozzoni has
served  as  the  Chief  Executive Officer and Director of Otish Mountain Diamond
Company,  a reporting company. From June 2002 to August 2002, Mr. Pozzoni worked
as  a  Summer Associate at Lehman Brothers Inc. From June 1998 to June 2001, Mr.
Pozzoni  worked  as  an  engineer at Schlumberger Oilfield Services. Mr. Pozzoni
received  his  Bachelors  degree  in  International  Business  in  1998 from the
University of Kansas and his MBA degree from the London Business School in 2003.

     Mr.  Pozzoni and the Registrant entered into a one-year employment contract
pursuant  to  which Mr. Pozzoni will serve as the Registrant's Vice President of
Business Development and as a Director. Mr. Pozzoni receives $90,000 per year as
well as five weeks of paid vacation. Mr. Pozzoni or the Registrant may terminate
the  employment  agreement; however, in the event of termination for good reason
by  Mr.  Pozzoni or without cause by the Registrant, the Registrant is obligated
to pay Mr. Pozzoni a severance payment of $22,500 in addition to all payments of
salary  earned  by  Mr. Pozzoni through such date of termination in one lump sum
payment.

     (d)  On  October  27, 2004, the Company's Board of Directors, via unanimous
signed  written  consent, appointed Fred B. Zaziski as a Director of the Company
to  fill  the  vacancy  created  by  the  resignation  of  Alan  Aitchison.
Mr.  Zaziski has not been named to any committees of the Company's Board of
Directors,  and  any committees of the Company's Board of Directors to which Mr.
Zaziski  may be named have not been determined, as of the filing of this Report.

     Mr.  Zaziski and the Registrant have entered into a twelve-month employment
agreement  the  terms  of  which  are discussed above under this "Item 5.02" and
"Item  1.01."

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(c)  Exhibits.

          Exhibit  No.  Description
          -----------   -----------

          10.1*         Employment  Agreement  with  Fred  B.  Zaziski

*    Filed herein.
                                   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 Office

Dated:  November 8, 2004