8-K

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

December 20, 2010

Date of Report (Date of earliest event reported)

US Natural Gas Corp

(Exact name of registrant as specified in its charter)

Florida	333-154799	26-2317506
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

33 6th Street South, Suite 600 St. Petersburg, FL 33701

(Address of principal executive offices)

(727) 824-2800

Registrant’s telephone number, including area code

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))

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ITEM 1.01 Entry into a Material Definitive Agreement

Amendment of Securities Purchase Agreement

On December 20, 2010, the Company, through its wholly owned subsidiary E 2 Investments, LLC (‘E 2”), entered into an Amendment to Securities Purchase Agreement (“Amendment”) to amend that certain securities purchase agreement, dated November 10, 2009, by and between E 2 and Harlis Trust. The original securities purchase agreement was filed as an exhibit on the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 16, 2009.

The Amendment amends the securities purchase agreement to provide an updated payment schedule to the Seller by the reduction in the amount due from $396,500.00 to $20,000.00, the exchange of assignments pertaining to leases and right of ways, and the exchange of three deeds of trust pertaining to commercial loans executed by the Seller.

ITEM 9.01 Financial Statements and Exhibits

Exhibit No.                                           Description

10.1   Amendment to Securities Purchase Agreement

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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.

		US NATURAL GAS CORP
Date: December 22, 2010	By:	/s/ Wayne Anderson
		Wayne Anderson
		President

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EX-10.1

Exhibit 10.1

AMENDMENT TO SECURITIES

PURCHASE AGREEMENT

AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 20, 2010, by and among E 2 INVESTMENTS, LLC (“E 2”), a Florida Limited Liability Company, the (“Buyer”) and HARLIS TRUST, a REVOCABLE TRUST, the (“Seller”).

RECITALS

WHEREAS, Buyer and Seller have previously entered into a Securities Purchase Agreement, dated as of November 10, 2009 (the “Securities Purchase Agreement”) (capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Securities Purchase Agreement); and

WHEREAS, Buyer and Seller wish to amend the Securities Purchase Agreement as provided herein;

NOW, THEREFORE, in connection with and in consideration of the premises and the mutual agreements and covenants hereinafter set forth, the Buyer and the Seller hereby agree as follows:

1.           Section 1.3 of the Securities Purchase Agreement is hereby amended to read as follows:

1.3.3 A payment in the amount of Ten Thousand Dollars ($10,000.00) shall be sent via wire transfer of immediately available funds to the account or accounts of the Seller specified by the Seller upon execution of this Agreement; and

1.3.4 A payment in the amount of Ten Thousand Dollars ($10,000.00) shall be sent via wire transfer of immediately available funds to the account or accounts of the Seller specified by the Seller on or before January 31, 2011. Upon receipt of payment, all funds due to Seller shall be satisfied in full.

2.           Buyer and Seller agree and acknowledge that the payments dictated in Sections 1.3.1 and 1.3.2 have been completed.

3.           Section 2.3(c) of the Securities Purchase Agreement is hereby amended to read in its entirety as follows:

  "(c)            The Buyers agree not to seek indemnification against you with respect to those items specifically described in said certified list defined in section 2.1.b.6."

4.           Upon execution of this Agreement, the following documents shall be executed and delivered to the respective parties:

a. to the Buyer:

(i)  An assignment of all Leases and Right of Ways from Wilon Gathering, Inc. and/or Harry Thompson to US Natural Gas Corp on property located in Wayne County, West Virginia. Buyer shall prepare the assignments and shall be responsible for all costs associated with recording assignments with the appropriate governmental agencies.

(ii)  The original Promissory Note issued by Buyer in the amount of $396,500.00 stamped PAID IN FULL.

b. to the Seller:

(i)  an executed assignment of the Deed of the Trust from SLMI Holdings, LLC to SLMI Options, LLC for the property located in Hamilton County, Tennessee and referenced in Section 2.2.a.2 of the Securities Purchase Agreement. Seller shall be shall be responsible for all costs associated with recording the assignment with the appropriate governmental agency.

(ii)  the original three Deeds of Trust between SLMI Holdings, LLC and Harlis Trust/Harry Thompson, which were later assigned to SLMI Options, LLC, stamped PAID IN FULL and an executed Release of Deed of Trust.

Except as provided herein, the Stock Purchase Agreement shall remain unamended and in full force and effect.

IN WITNESS WHEREOF, the parties have duly and validly executed this Agreement as of the date first above written.

E 2 INVESTMENTS, LLC
By:	/s/
Name:	Wayne Anderson
Title:	President
HARLIS TRUST
By:
Name:	Harry Thompson
Title:	Trustee