UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

[X]     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

               For the quarterly period ended June 30, 2004

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT

               For the transition period from           to
                                             -----------   ---------------

               Commission file number 000-50229


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


          NEVADA                                       88-0471263
   ------------------------------           ------------------------------
  (State or other jurisdiction of          (IRS Employer Identification No.)
   incorporation or organization)


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


                                    (713) 267-2240
                                    --------------
                         (Registrant's telephone number)


                              7225 Blenheim Street
                   Vancouver, British Columbia, Canada V6N 1S2
                   -------------------------------------------
                            (Former name and address)


     Check whether the registrant (1) has filed all reports  required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing  requirements  for the past 90 days. Yes
[X] No [ ]

As of August 13, 2004, 66,582,000 shares of Common Stock of the issuer were
outstanding.

<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM  1.  FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

FALCON NATURAL GAS CORP.
(FORMERLY COUNTRYSIDE REVIEW, INC.)
(A EXPLORATION STAGE COMPANY)
BALANCE SHEET
-------------



                                                                         June 30,
                                                                           2004
                                                                        (Unaudited)
                                                                      ----------------
<S>                                                                   <C>
ASSETS

  CURRENT ASSETS
    Cash and cash equivalents                                         $       340,062
    Rent deposit                                                                1,243
    Prepaid expenses                                                            5,000
                                                                      ----------------
      Total Current Assets                                                    346,305
                                                                      ----------------

  OTHER ASSETS
    Oil and gas lease                                                         349,713
                                                                      ----------------

  TOTAL ASSETS                                                        $       696,018
                                                                      ================


LIABILITIES AND STOCKHOLDERS' EQUITY

  CURRENT LIABILITIES
    Advance from shareholder                                          $           100
    Note payable - related party                                                3,217
                                                                      ----------------
      Total Current Liabilities                                                 3,317
                                                                      ----------------


  COMMITMENTS AND CONTINGENCIES                                                     -
                                                                      ----------------

  STOCKHOLDERS' EQUITY
    Common stock, $0.00001 par value; 200,000,000 shares authorized,
      66,582,000 shares issued and outstanding, respectively                      665
    Additional paid-in capital                                                934,554
    Deficit accumulated during exploration stage                             (242,518)
                                                                      ----------------
      Total Stockholders' Equity                                              692,701
                                                                      ----------------

  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $       696,018
                                                                      ================
</TABLE>

    The accompanying condensed notes are an integral part of these financial
                                  statements.


<PAGE>

<TABLE>
<CAPTION>

FALCON NATURAL GAS CORP.
(FORMERLY COUNTRYSIDE REVIEW, INC.)
(AN EXPLORATION STAGE COMPANY)
STATEMENT OF OPERATIONS
-----------------------

                                                         March 1, 2004   March 1, 2004
                                        Three Months    (Inception) to  (Inception) to
                                        Ended June 30,     June 30,        June 30,
                                            2004             2004            2004
                                         (Unaudited)     (Unaudited)      (Unaudited)
                                      ---------------   --------------    ------------
<S>                          <C>                   <C>  <C>                        <C>
REVENUES                               $          -     $          -     $         -
                                      ---------------   --------------    ------------


GENERAL AND ADMINISTRATIVE EXPENSES
   Investor relations                         68,131          68,131          68,131
   Lease exploration                          73,800          73,800          73,800
   Internet/webhosting                        20,084          20,084          20,084
   Officers & directors fees                  15,000          15,000          15,000
   Office and general expenses                 1,253           1,253           1,253
   Professional fees                          55,016          55,016          55,016
   Rent and related expenses                   6,850           9,486           9,486
                                      ---------------   --------------    ------------
    Total Expenses                           240,134         242,770         242,770
                                      ---------------   --------------    ------------

OPERATING INCOME (LOSS)                     (240,134)       (242,770)       (242,770)
                                      ---------------   --------------    ------------

OTHER INCOME (EXPENSES)
   Interest income                               252             252             252
                                      ---------------   --------------    ------------

LOSS BEFORE INCOME TAXES                     (239,882)      (242,518)       (242,518)

PROVISION FOR TAXES                               -                -               -
                                      ===============   ==============    ============

NET LOSS                                     (239,882)      (242,518)       (242,518)
                                      ===============   ==============    ============

NET LOSS PER COMMON SHARE,
   BASIC AND DILUTED                   $          nil   $        nil     $       nil
                                      ===============   ==============    ============

WEIGHTED AVERAGE NUMBER
   OF COMMON SHARES OUTSTANDING,
   BASIC AND DILUTED                       66,540,242     39,780,220
                                      ===============   ==============

</TABLE>

    The accompanying condensed notes are an integral part of these financial
                                  statements.

<PAGE>

<TABLE>
<CAPTION>

FALCON NATURAL GAS CORP.
(FORMERLY COUNTRYSIDE REVIEW, INC.)
(A EXPLORATION STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
---------------------------------





                                                                                                     Deficit
                                                                Common Stock                       Accumulated
                                                             ----------------------  Additional       During       Total
                                                             Number of                 Paid-in     Exploration  Stockholders'
                                                                Shares     Amount      Capital        Stage        Equity
                                                             ----------  ----------  ------------  ------------  ------------
<S>                                                          <C>         <C>             <C>              <C>
Stock issued for $0.001 per share for services
  on March 1, 2004                                           20,000,000  $     200    $   19,800   $      -      $    20,000

Shares issued for acquisition of leases at $0.25 per share      900,000          9       224,991          -          225,000

Reverse merger acquisition and recapitalization              45,000,000        450        (4,671)         -           (4,221)

Shares issued  for cash at $1.00 per share
  net of expenses of $60                                        632,000          6       631,934          -          631,940

Shares issued for services at $1.25 per share                    50,000          -        62,500          -           62,500

Deficit accumulated during exploration stage                          -          -            -      (242,518)      (242,518)
                                                             ----------  ----------  ------------  ------------  ------------
BALANCE, June 30, 2004 (unaudited)                           66,582,000  $     665    $  934,554   $ (242,518)   $   692,701
                                                             ==========  ==========  ============  ============  ============

</TABLE>

    The accompanying condensed notes are an integral part of these financial
                                  statements.

<PAGE>

<TABLE>
<CAPTION>

FALCON NATURAL GAS CORP.
(FORMERLY COUNTRYSIDE REVIEW, INC.)
(A EXPLORATION STAGE COMPANY)
STATEMENTS OF CASH FLOWS
------------------------
                                                                  From                From
                                                                 March 1,            March 1,
                                                                  2004                2004
                                                              (Inception) to      (Inception) to
                                                                 June 30,             June 30,
                                                                  2004                 2004
                                                               (Unaudited)          (Unaudited)
                                                            ------------------  --------------------
<S>                                                      <C>                       <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                  $    (242,518)        $     (242,518)
  Common stock issued for services                                 82,500                 82,500
  Net effect of recapitalization                                   (4,221)                (4,221)
                                                            ------------------  --------------------
                                                                 (164,239)              (164,239)
  Adjustments to reconcile net loss to net cash
     (used) by operating activities:

  Changes in assets and liabilities:
    Decrease (increase) in rent deposit                            (1,243)                (1,243)
    Decrease (increase) in prepaid expenses                        (5,000)                (5,000)
    Increase (decrease) in advance from shareholder                   100                    100
    Increase (decrease) in note payable - related party             3,217                  3,217
                                                            ------------------  --------------------
          Net cash used by operating activities                  (167,165)              (167,165)
                                                            ------------------  --------------------

CASH FLOWS PROVIDED BY INVESTING ACTIVITIES:
    Oil and gas lease                                            (124,713)              (124,713)
                                                            ------------------  --------------------

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
    Issuance of common stock for cash                             631,940                631,940
                                                            ------------------  --------------------

  Net increase (decrease) in cash and cash equivalents            340,062                340,062

Cash and cash equivalents beginning of period                           -                      -
                                                            ------------------  --------------------

Cash and cash equivalents end of period                     $     340,062          $     340,062
                                                            ==================  ====================


SUPPLEMENTAL CASH FLOW DISCLOSURES:
  Income taxes paid                                                    -                       -
                                                            ==================  ====================
  Interest paid                                                        -                       -
                                                            ==================  ====================

NON-CASH INVESTING AND FINANCING TRANSACTIONS:
  Stock issued for acquisition of oil and gas lease         $     225,000          $     225,000
                                                            ==================  ====================
  Stock issued for services                                 $      62,500          $      62,500
                                                            ==================  ====================
</TABLE>

    The accompanying condensed notes are an integral part of these financial
                                  statements.

<PAGE>

                            FALCON NATURAL GAS CORP.
                       (FORMERLY COUNTRYSIDE REVIEW, INC.)
                          (A EXPLORATION STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2004


NOTE  1  -  ORGANIZATION  AND  DESCRIPTION  OF  BUSINESS

Falcon  Natural Gas Corporation was incorporated on March 1, 2004.  On April 16,
2004,  Countryside Review, Inc. entered into a reverse merger transaction merger
agreement  with  Falcon  Natural Gas Corporation, which transaction was
completed on May 6, 2004.  In contemplation of this transaction and a change in
the business focus, Countryside  Review,  Inc.  changed  its  name to Falcon
Natural Gas Corp. ("the Company") effective April 12, 2004.  As a result of
this transaction, Falcon Natural Gas Corporation became a wholly-owned
subsidiary. The Company's operations are conducted through such
wholly-owned subsidiary.  The Company's  year-end  is  December  31.

The  Company  is  in  the exploration stage as a natural gas exploration company
and,  as  the Company is in the exploration stage, has not realized any revenues
from  its  planned  operations.  The  Company's  principal  office is located in
Houston,  Texas.

Basis  of  Presentation
-----------------------

The  foregoing  unaudited  interim  financial  statements  have been prepared in
accordance  with  generally accepted accounting principles for interim financial
information  and  with  the  instructions  to  Form 10-QSB and Regulation S-B as
promulgated  by  the  Securities  and Exchange Commission ("SEC").  Accordingly,
these  financial  statements  do  not include all of the disclosures required by
generally  accepted  accounting  principles  in the United States of America for
complete  financial  statements.  These  unaudited  interim financial statements
should  be  read  in conjunction with the Company's audited financial statements
for  the  year  ended  December  31,  2003.  In  the  opinion of management, the
unaudited interim financial statements furnished herein include all adjustments,
all of which are of a normal recurring nature, necessary for a fair statement of
the  results  for  the  interim period presented.  Operating results for the six
month  period  ended June 30, 2004 are not necessarily indicative of the results
that  may  be  expected  for  the  year  ending  December  31,  2004.


NOTE  2-SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

This  summary  of  significant  accounting  policies  is  presented to assist in
understanding  the  Company's financial statements. The financial statements and
notes are representations of the Company's management, which are responsible for
their integrity and objectivity. These accounting policies conform to accounting
principles  generally  accepted  in  the  United States of America and have been
consistently  applied  in  the  preparation  of  the  financial  statements.

Recent  Accounting  Pronouncements
----------------------------------

In May 2003, the Financial Account Standards Board issued Statement of Financial
Accounting Standards No. 150, "Accounting for Certain Financial Instruments with
Characteristics  of  Both  Liabilities and Equity" (hereinafter "SFAS No. 150").
SFAS  No.  150  establishes  standards  for  classifying  and  measuring certain
financial  instruments  with  characteristics of both liabilities and equity and
requires  that  those  instruments be classified as liabilities in statements of
financial  position.  Previously,  many  of those instruments were classified as
equity.  SFAS  No.  150  is  effective for financial instruments entered into or
modified  after  May 31, 2003 and otherwise is effective at the beginning of the
first  interim period beginning after June 15, 2003.  The Company has determined
that  there  was  no  impact  from  the  adoption  of  the  statement.

<PAGE>

Concentration  of  Risk
-----------------------

The  Company  maintains a cash account in one commercial bank in Houston, Texas.
Although  the  financial  institution  is  considered  creditworthy  and has not
experienced  any  losses  on  its deposits, at June 30, 2004, the Company's cash
balance  exceeded  Federal  Deposit  Insurance  Corporation  (FDIC)  limits  by
$240,062.

Stock  Split
------------

In  April,  2004,  the  Company entered into a 5 for 1 forward stock split.  All
references  in  the  accompanying  financial  statements  have  been restated to
reflect  this  stock  split.  See  Note  3.

Going  Concern
--------------

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.

As  shown in the accompanying financial statements, the Company has generated no
revenues  since  inception.  For  the  period  ended  June 30, 2004, the Company
recorded  losses of $222,518 and had an accumulated deficit.  The Company, being
an  exploration  stage  enterprise, is currently implementing a revised business
plan  that  will,  if  successful, mitigate these factors that raise substantial
doubt  about the Company's ability to continue as a going concern. The financial
statements  do  not  include  any  adjustments relating to the recoverability of
recorded  assets, or the amounts and classification of liabilities that might be
necessary  in  the  event  the  Company  cannot  continue  in  existence.

NOTE 3 - SHARE EXCHANGE

On  May 6, 2004, the Company, Falcon Natural Gas Corporation (the "Corporation")
and  shareholders  of  the  Corporation  completed  a share exchange whereby the
Corporation  became  a  wholly  owned  subsidiary  of  Falcon  Natural Gas Corp.
Pursuant  to  the  share  exchange,  the Company issued 20,900,000 shares of its
common  stock  in  exchange  for  20,900,000  shares  of  common  stock  of  the
Corporation  which  represented 100% of the Corporation's issued and outstanding
common  stock.  This  acquisition is being accounted for as a reverse merger and
recapitalization  whereby the operating company, Falcon Natural Gas Corporation,
is  the  continuing  entity  for  all  accounting  purposes.

The recapitalization of the Company required the following accounting adjustment
in  order  to  properly  reflect  the  accumulated  deficit  in  the  financial
statements:


<TABLE>
<CAPTION>

                               Number              Additional
                                 of                 Paid-in      Deficit   Shareholders'
                               Shares    Amount    Capital     Accumulated    Equity
                             ----------  -------  ---------  -------------  ------------
<S>                          <C>         <C>      <C>         <C>            <C>
Prior to recapitalization    45,000,000  $  450   $  99,550   $  (104,221)  $  (4,221)
Recapitalization adjustment
  to close deficit accumulated        -       -    (104,221)      104,221           -
                             ----------  -------  ---------  -------------  ------------
Total                        45,000,000  $  450   $  (4,671)  $         -   $  (4,221)

The net liabilities assumed represented the following items:

         Cash and Cash Equivalents        $  2,681
         Less:   Accounts Payable                  (3,686)
                 Accounts payable shareholders     (3,216)

         Net liabilities assumed          $        (4,221)

</TABLE>

The  following  transactions  involved  the  majority shareholder of the Company
prior  to  the  share  exchange  with  Falcon  Natural  Gas  Corporation.

On March 22, 2004, an investor acquired an aggregate of 20,000,000 shares of
Common stock of Countryside Review, Inc. in exchange for $500,000 pursuant to
three stock purchase agreements with three shareholders.  On March 23, 2004,
the investor returned 5,000,000 shares of common stock to Countryside Review,
Inc., which shares were subsequently cancelled, returned to the treasury and
then retired and restored to the status of authorized and unissued.  As a
result of these transactions, control of Countryside Review, Inc. shifted to
the investor who owned 15,000,000 shares or 33% of the common stock of
Countryside Review, Inc. prior to the share exchange agreement with Falcon
Natural Gas Corporation.

Effective April 12, 2004, Countryside Review, Inc. changed its name to Falcon
Natural Gas Corp. and authorized a 5 to 1 stock split of the originally issued
and outstanding Countryside Review Inc. shares.  All references in the
accompanying financial statements and notes to the common shares and per share
amounts have been restated to reflect the forward stock split.  The Company
also reauthorized two hundred million (200,000,000) shares of common stock with
a par value of $0.00001 per share.

NOTE  4  -OIL  AND  GAS  LEASES

On  March  25,  2004,  the  Company  paid  cash and issued stock for oil and gas
leases.  The  leases,  assigned  from Argyle Energy Corp (hereinafter "Argyle"),
entitle the Company to a 100% working interest and 70% net revenue interest in 5
tracts  of  land  in  Starr  County,  Texas.

NOTE  5  -  COMMITMENTS

On  June  14,  2004,  the Company entered into a contract for investor relations
services.  The terms of the contract include a retainer of $5,000 per month plus
any out-of-pocket expenses, and 50,000 restricted shares in the Company's common
stock.  See  Note  7.

NOTE  6  -  RELATED  PARTY  TRANSACTIONS

A shareholder advanced the Company $100 to open the Company's bank account.  The
funds  advanced  are  unsecured,  non-interest  bearing,  and  due  on  demand.

During  the  period  ending  June  30,  2004, the Company borrowed $3,217 from a
related party.  The related note payable is unsecured, due on demand and accrues
interest  at  10%  per  annum.


NOTE  7  -  COMMON  STOCK

During  the  period  ended  June  30,  2004, the Company issued for cash 632,000
shares  of  common  stock at $1.00 per share, less expenses of $60, for a net of
$631,940.

During  the  period  ended  June  30, 2004, the Company issued 900,000 shares of
common stock in partial payment of an oil and gas lease.  The shares were valued
at  $0.25  per  share,  or  $225,000.

<PAGE>

During  the  period  ended  June  30, 2004, the Company issued 20,000,000 shares
valued  at  $0.001  per  share  for  services  received.

On  June  14,  2004, the Company issued 50,000 restricted shares valued at $1.25
per  share  as  part  of  an  investor  relations  contract.  See  Note  5.

NOTE  8  -  SUBSEQUENT  EVENT

On  August  2,  2004, the Company contracted with Argyle Energy, Inc. ("Argyle")
for  various  oil, gas and mineral leases located in St. Mary Parish, Louisiana.
The  contract  provides that the Company will receive a 100% working interest in
these  leases  in  exchange  for  two  cash  payments  to Argyle of $404,235 and
$454,235  before  September  30,  2004.

<PAGE>

ITEM  2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     THIS REPORT CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF
SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED AND SECTION 21E OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE COMPANY'S ACTUAL RESULTS COULD
DIFFER MATERIALLY FROM THOSE SET FORTH ON THE FORWARD LOOKING STATEMENTS AS A
RESULT OF THE RISKS SET FORTH IN THE COMPANY'S FILINGS WITH THE SECURITIES AND
EXCHANGE COMMISSION, GENERAL ECONOMIC CONDITIONS, AND CHANGES IN THE ASSUMPTIONS
USED IN MAKING SUCH FORWARD LOOKING STATEMENTS.

OVERVIEW

     Falcon Natural Gas Corp. ("the Company") was incorporated in Nevada as
Countryside Review Inc. ("Countryside") on December 7, 2001.  The Company's
business plan was to develop an on-line equestrian lifestyle magazine for the
amateur rider and horse owner by filling the gap between horse care and
lifestyle considerations, which the Company discontinued during the period
covered by this Report.  As a result of the acquisition of Falcon Natural Gas
Corporation (hereinafter "Falcon"), as discussed below, and the change in
business focus, the Company changed its name from Countryside Review Inc. to
Falcon Natural Gas Corp. and is now engaged in natural gas exploration
activities in the State of Texas.

     On March 22, 2004, Massimiliano Pozzoni acquired an aggregate of 20,000,000
shares of common stock of the Company in exchange for $500,000 pursuant to
three Stock Purchase Agreements with the following former directors and officers
of the Company: Doug Berry, Bernadette Berry and Lisa Zumpano.  On the next day,
Mr. Pozzoni returned 5,000,000 shares of the common stock to the Company, which
shares were subsequently cancelled, returned to treasury and then retired and
restored to the status of authorized and unissued.  As a result of these
transactions, control of the Company shifted to Mr. Pozzoni who owned 15,000,000
shares (or 33.3%) of common stock of the Company immediately thereafter.

     On April 12, 2004, the Company completed a 5:1 forward stock split of its
issued and outstanding common stock.  The effect of the stock split has been
retroactively reflected in this Report unless otherwise stated.

     On May 6, 2004, the Company acquired 100% of the issued and outstanding
shares of Falcon in exchange for 20,900,000 shares of the Company's common stock
(the "Exchange" or "Acquisition").  The Exchange is being accounted for as a
reverse merger.  The Company is a holding company for Falcon.  The business
operations of the Company discussed herein were conducted by Falcon unless
otherwise stated.  Hereinafter, a reference to the Company includes a reference
to Falcon and vice-versa unless otherwise stated.

     After the acquisition of Falcon, Mr. Pozzoni owned approximately 22.8% and
continued to exercise significant influence over the Company.  Mr. Pozzoni
served as the sole Director and the President, Secretary and Treasurer of the
Company from March 2004 to June 2004.  On June 1, 2004, Mr. Pozzoni transferred
10,000,000 shares of common stock to Alan Aitchison.  Mr. Pozzoni transferred
the shares of common stock to Mr. Aitchison as an incentive for Mr. Aitchison to
take Mr. Pozzoni's place as the President, Chief Executive Officer, Secretary
and Treasurer of the Company.  Mr. Aitchison took over these positions and also
became a director of the Company on June 1, 2004.

<PAGE>

Subsequent Events
-----------------

     On August 2, 2004, the Company entered an option agreement (the "Option
Agreement") for the assignment from Argyle of a 100% working interest and a 70%
net revenue interest in oil, gas and mineral leases on approximately 4,000 acres
of land located in St. Mary Parish, Louisiana (the "Wayndotte Property").
Argyle has entered into various options with third parties to acquire the
Wayndotte Property, but has not yet acquired the Wayndotte Property.  The
Company paid Argyle $204,655 upon entering the Option Agreement.  Pursuant to
the Option Agreement, the Company will make an additional payment of $404,235 on
or before August 31, 2004, and an additional payment of $454,235 on or before
September 30, 2004, each in order that Argyle may exercise Argyle's options to
acquire the Wayndotte Property.

     On August 9, 2004, the Company entered into an agreement with Source
Capital Group, Inc. ("SCG") as its exclusive financial advisor.  SCG's term of
engagement with the Company will extend through January 1, 2005 and will be
automatically renewed on a monthly basis unless cancelled in writing by either
party.  SCG will provide financial services to the Company and use its best
efforts to provide at least $10,000,000 through equity financing.  The
Company has agreed to pay SCG 2% cash and 2% warrants on all monies raised,
except for overseas capital.  In addition, the Company will pay SCG 8% cash
and 8% cashless warrants on any funds raised by SGC during this engagement.
The exercise price of said warrants will be equal to the price of the
Company's common stock at the time of the sale of securities.  SCG received a
one time payment of $5,000 in connection with the agreement.

PLAN OF OPERATIONS

     The Company is a natural gas exploration company that has not realized any
revenues from its planned operations and is in its exploration stage.  The
Company is engaged in natural gas exploration activities in the Wilcox, Lower
Lopeno sands in Starr County, Texas.  The location is in close proximity to the
Bob West gas field located in the Southeastern part of the State of Texas.

     The Company acquired from Argyle Energy, Inc. ("Argyle") a 100% working
interest and a 70% net revenue interest in 5 tracts of land of approximately 800
acres located in Starr County, Texas (the "Starr County Property").  The Company
entered into an Option Agreement with Argyle to acquire the Wayndotte Property.
The Company is also in the process of acquiring mineral rights leases to an
additional 4,000 acres of land in Texas.

     The Company does not expect to purchase or sale any plant or significant
equipment during the next twelve months.

     On August 2, 2004, the Company paid $204,655 for an Option Agreement to
acquire the Wayndotte Property.  The Company will need to raise an additional
$858,470 to exercise the Option Agreement.  The Company intends to focus its
resources on the Wayndotte Property that will include re-entry into an existing
well and drilling two additional wells.  Prior to re-entering the existing well
or drilling additional wells, the Company plans to perform certain engineering
work to evaluate the costs and needs associated with such re-entry into the
existing well and such drilling of additional wells.  The Company estimates that
it will cost $5 million dollars to re-enter the existing well and $8 million
dollars to drill each additional well.

The Company intends to conduct a three-dimensional seismic survey on the Starr
Country Property in an effort to improve the targeting of a first test well.
After the seismic survey is complete, the Company intends to drill one 15,000
foot well to begin its exploration activities.  The Company intends to drill
four to five additional wells if it establishes that gas reserves exist on the
Starr County Property.  The Company estimates that it will cost $8 million
dollars to drill the test well and $7 million dollars to drill each additional
well.

     The Company has two (2) full-time employees.  The Company will use several
subcontractors on an as-needed basis to conduct its exploration activities.  The
Company does not expect any significant changes in the number of employees.

<PAGE>

RESULTS OF OPERATIONS

     The Company is in its exploration stage as it has not generated any
revenues from its planned natural gas exploration operations.  As a result of
the Acquisition of Falcon on May 6, 2004, the Company changed its business
focus.  Prior to the Acquisition, the Company's business plan was to develop an
on-line equestrian lifestyle magazine for the amateur rider and horse owner by
filling the gap between horse care and lifestyle considerations.  The Company
has since discontinued the online publishing operations.  The Acquisition is
being accounted for as a reverse merger and recapitalization whereby Falcon, the
operating company which was incorporated on March 1, 2004, is the continuing
entity for all accounting purposes.

THREE MONTHS ENDED JUNE 30, 2004

     The Company had an operating loss of $240,134 for the three months ended
June 30, 2004, consisting of investor relations expense of $68,131, lease
exploration expense of $73,800, Internet/webhosting expense of $20,084, officer
and director fees of $15,000, office and general expenses of $1,253,
professional fees of $55,016, and rent and related expenses of $6,850.

     Interest income for the three months ended June 30, 2004 was $252.

     The Company had a net loss of $239,882 (or a basic and diluted net loss per
share of nil) for the three months ended June 30, 2004.

MARCH 1, 2004 (INCEPTION) TO JUNE 30, 2004

     The Company had an operating loss of $242,770 for the period from March 1,
2004 to June 30, 2004, consisting of investor relations expense of $68,131,
lease exploration expense of $73,800, Internet/webhosting expense of $20,084,
officer and director fees of $15,000, office and general expenses of $1,253,
professional fees of $55,016, and rent and related expenses of $9,486.

     Interest income for the period from March 1, 2004 to June 30, 2004 was
$252.

     The Company had a net loss of $242,518 (or a basic and diluted net loss per
share of nil) for the period from March 1, 2004 to June 30, 2004.

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     As of June 30, 2004, the Company had total current assets of $346,305
consisting of cash and cash equivalents of $340,062, rent deposit of $1,243, and
prepaid expenses of $5,000.

     As of June 30, 2004, the Company had total current liabilities of $3,317
consisting of advances from shareholder of $100 and a note payable to related
party of $3,217.

     Net working capital was $342,988 at June 30, 2004.

     The Company had a net increase in cash of $340,062 for the period from
March 1, 2004 to June 30, 2004.

     Net cash used by operating activities was $167,165 for the period from
March 1, 2004 to June 30, 2004, primarily due to the Company's net loss of
$242,518 that was offset primarily by common stock issued for services of
$82,500.

     Cash flows provided by investing activities were negative $124,713 for the
period from March 1, 2004 to June 30, 2004, due to the acquisition of oil and
gas leases.

     Cash flows provided by financing activities were $631,940 for the period
from March 1, 2004 to June 30, 2004, due to the issuance of common stock for
cash.

     The Company can satisfy its cash requirements for the next three (3)
months, at which time the Company will need $1.5 million of additional financing
to continue as a going concern. On August 2, 2004, the Company paid $204,655 for
an Option Agreement to acquire the Wayndotte Property. To exercise the Option
Agreement, the Company is required to pay an additional $404,235 on or before
August 31, 2004, and an additional $454,235 on or before September 30, 2004. The
Company will need to raise all of this money by the dates listed to exercise the
Option Agreement. The Company will need to raise an aggregate of $20 million of
additional financing to begin exploration activities on the Wayndotte Property
and the Starr Country Property. The Company has engaged an investment banking
firm to assist the Company in raising additional financing. The Company may seek
a partner to fund further exploration or to purchase potential reserves. The
Company does not have any commitments or identified sources of additional
capital from third parties or from its officers, directors or majority
shareholders. The Company has not identified a partner to fund further
exploration or to purchase potential reserves. There is no assurance that
additional financing will be available on favorable terms, if at all, or that
the Company can find a partner. If the Company is unable to raise additional
financing or find a partner to provide financing, the Company will not be able
to continue as a going concern for more than three months, acquire the Wayndotte
Property or begin exploration activities, and the Company's business would fail.

RISK FACTORS

     NEED FOR ADDITIONAL FINANCING.  The Company will need to raise an
additional $404,235 by August 31, 2004 and an additional $454,235 by September
30, 2004, to exercise the Option Agreement.  In addition, the Company will need
to raise approximately $1,500,000 to continue as a going concern beyond the next
three (3) months.  The Company will need to raise an aggregate of $20,000,000 of
additional financing to begin exploration activities on the Wayndotte Property
and the Starr County Property.  The Company has engaged an investment banking
firm to assist the Company in raising additional financing. The Company does not
have any commitments or identified sources of additional capital from third
parties or from its officers, directors or majority shareholders.  There is no
assurance that additional financing will be available on favorable terms, if at
all.  If the Company is unable to raise additional financing or find a partner
to provide financing, the Company will not be able to continue as a going
concern for more than three months, acquire the Wayndotte Property or begin
exploration activities, and the Company's business would fail.

<PAGE>

     RELIANCE ON KEY MANAGEMENT AND CONTRACTORS.  The success of the Company
depends upon the personal efforts and abilities of Alan Aitchison, a Director of
the Company and the Company's President, Secretary, and Treasurer, and
Massimiliano Pozzoni, a Director of the Company.  The Company's ability to
operate and implement its exploration activities is heavily dependent on the
continued service of Messrs. Aitchison and Pozzoni, and the Company's ability to
attract qualified contractors on an as-needed basis.  The Company faces
continued competition for Messrs. Aitchison and Pozzoni (or other key management
should the Company desire to attain the same) and such contractors.  The Company
cannot be certain that it will be able to retain Messrs. Aitchison or Pozzoni or
attract and retain such contractors.  The loss of Mr. Aitchison or Mr. Pozzoni
or the Company's inability to attract and retain qualified contractors on an
as-needed basis could have a material adverse effect on the Company's business
and operations.

     BECAUSE MR. AITCHISON HAS OTHER BUSINESS INTERESTS, HE MAY NOT BE ABLE OR
WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS.  Alan
Aitchison is the Business Development Manager for Schlumberger in Peru, Colombia
and Ecuador, part for the Schlumberger Group, a publicly traded company in the
U.S.  While Mr. Aitchison presently possesses adequate time to attend to our
interests, it is possible that the demands on Mr. Aitchison from his other
obligations could increase with the result that he may no longer be able to
devote sufficient time as a Director of our Company.  In addition, Mr. Aitchison
may not possess sufficient time to serve as a Director of our Company if the
demands increase substantially beyond current levels.

     BECAUSE MR. POZZONI HAS OTHER BUSINESS INTERESTS, HE MAY NOT BE ABLE OR
WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS.
Massimiliano Pozzoni is the Chief Executive Officer and a Director of Otish
Mountain Diamond Company, a publicly traded company in the U.S. While Mr.
Pozzoni presently possesses adequate time to attend to our interests, it is
possible that the demands on Mr. Pozzoni from his other obligations could
increase with the result that he may no longer be able to devote sufficient time
as a Director of our Company. In addition, Mr. Pozzoni may not possess
sufficient time to serve as a Director of our Company if the demands increase
substantially beyond current levels.

     BECAUSE WE HAVE NOT COMMENCED BUSINESS OPERATIONS, WE FACE A HIGH RISK OF
BUSINESS FAILURE.  We have not begun the initial stages of exploration on the
leased property.  We have no way to evaluate the likelihood that we will either
discover commercial quantities of natural gas or be able to operate the business
successfully should such quantities of natural gas be found.  The Company has
not earned any revenues from its planned natural gas exploration operations.
Readers of this report on should be aware of the difficulties normally
encountered by new natural gas exploration companies such as us, and the high
rate of failure of such enterprises.  The Company's likelihood of success must
be considered in light of the problems, expenses, difficulties, complications
and delays encountered in connection  with the exploration of the leased
property that we plan to undertake.  These potential problems include, but are
not limited to, unanticipated problems relating to exploration, and additional
costs and expenses that may exceed current estimates.

<PAGE>

     Prior to completion of our exploration activities, we anticipate that we
will incur increased operating expenses without realizing any revenues.  We
therefore expect to incur significant losses into the foreseeable future.  We
recognize that if we are unable to generate significant revenues from the
exploration of our leased property and the production of natural gas thereon, we
will not be able to earn profits or continue operations.

     There is no history upon which to base any assumption as to the likelihood
that we will prove successful, and we cannot provide investors with any
assurance that we will generate any operating revenues or ever achieve
profitable operations.  If we are unsuccessful in addressing these risks, our
business will most likely fail.

     BECAUSE OF THE SPECULATIVE NATURE OF NATURAL GAS EXPLORATION, THERE IS
SUBSTANTIAL RISK THAT NO COMMERCIALLY EXPLOITABLE NATURAL GAS WILL BE FOUND AND
THAT THIS BUSINESS WILL FAIL. The search for commercial quantities of natural
gas as a business is extremely risky. We cannot provide investors with any
assurance that the leased property contains commercially exploitable quantities
of natural gas.  The exploration expenditures to be made by us may not result in
the discovery of commercial quantities of natural gas.  Problems such as unusual
or unexpected formations and other conditions are involved in natural gas
exploration and often result in unsuccessful exploration efforts.  In such a
case, we would be unable to complete our business plan.

     BECAUSE OF THE INHERENT DANGERS INVOLVED IN NATURAL GAS EXPLORATION, THERE
IS A RISK THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS.
The search for valuable minerals involves numerous hazards.  As a result, we may
become subject to liability for such hazards, including pollution, explosions
and other hazards against which we cannot insure or against which we may elect
not to insure.  The payment of such liabilities may have a material adverse
effect on our financial position.

     EVEN IF WE DISCOVER COMMERCIAL QUANTITIES OF NATURAL GAS ON THE LEASED
PROPERTIES, WE MAY NOT BE ABLE TO SUCCESSFULLY OBTAIN COMMERCIAL PRODUCTION.
The leased property does not contain any proven natural gas reserves.  If our
exploration programs are successful in establishing commercial quantities of
natural gas, we will require additional funds in order to place the leased
property into production.  At this time we cannot provide investors with any
assurance that we would be able to obtain such financing if required.

     BECAUSE MESSRS. ALAN AITCHISON AND MASSIMILIANO POZZONI, OWN AN AGGREGATE
OF 22.5% OF OUR OUTSTANDING COMMON STOCK, THEY MAY HAVE A SIGNIFICANT INFLUENCE
OVER CORPORATE DECISIONS THAT MAY BE ADVERSE TO OTHER MINORITY SHAREHOLDERS.
Alan Aitchison, a Director of the Company and the Company's Chief Executive
Officer, owns approximately 15.0% and Massimiliano Pozzoni, a director of the
Company, owns approximately 7.5% of the outstanding shares of our common stock.
Accordingly, they will have a significant influence in determining the outcome
of all corporate transactions or other matters, including mergers,
consolidations and the sale of all or substantially all of our assets, and also
the power to prevent or cause a change in control.  The interests of Messrs.
Aitchison and Pozzoni may differ from the interests of the other stockholders
and thus result in corporate decisions that are adverse to other shareholders.

<PAGE>

     IF THERE'S A MARKET FOR OUR COMMON STOCK, OUR STOCK PRICE MAY BE VOLATILE.
If there's a market for our common stock, we anticipate that such market would
be subject to wide fluctuations in response to several factors, including, but
not limited to:

     (1)     actual or anticipated variations in our results of operations;
     (2)     our ability or inability to generate new revenues;
     (3)     increased competition; and
     (4)     conditions and trends in the natural gas industry.

Further, because our common stock is traded on the NASD over the counter
bulletin board, our stock price may be impacted by factors that are unrelated or
disproportionate to our operating performance.  These market fluctuations, as
well as general economic, political and market conditions, such as recessions,
interest rates or international currency fluctuations may adversely affect the
market price of our common stock.

CRITICAL ACCOUNTING ESTIMATES

     Our discussion and analysis of our financial condition and results of
operations is based upon our financial statements, which have been prepared in
accordance with accounting principals generally accepted in the United States.
The preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues (if
any) and expenses, and related disclosure of any contingent assets and
liabilities.  On an on-going basis, we evaluate our estimates.  We base our
estimates on various assumptions that we believe to be reasonable under the
circumstances, the results of which form the basis for making judgments about
carrying values of assets and liabilities that are not readily apparent from
other sources.  Actual results may differ from these estimates under different
assumptions or conditions.

     We believe the following critical accounting policy affects our more
significant judgments and estimates used in the preparation of our financial
statements:

Going Concern.  The Company is in its exploration stage.  The Company has not
generated any revenues from its planned operations.  The Company has recorded a
loss of $242,518 for the period from March 1, 2004 to June 30, 2004.  The
Company is in serious need of additional financing to fully implement its
planned exploration.  These factors among others indicate that the Company may
be unable to continue as a going concern, particularly in the event that it
cannot obtain additional financing.  The accompanying financial statements do
not include any adjustments relating to the recoverability of recorded assets,
or the amounts and classification of liabilities that might be necessary in the
event that the Company cannot continue in existence.

<PAGE>

ITEM 3.   CONTROLS AND PROCEDURES

     (a) Evaluation of disclosure controls and procedures.  Our chief executive
officer and principal financial officer, after evaluating the effectiveness of
the Company's "disclosure controls and procedures" (as defined in the Securities
Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period
covered by this quarterly report (the "Evaluation Date"), has concluded that as
of the Evaluation Date, our disclosure controls and procedures were adequate and
designed to ensure that material information required to be disclosed by the
Company in the reports that it files or submits under the Exchange Act of 1934
is 1) recorded, processed, summarized and reported, within the time periods
specified in the Commission's rules and forms; and 2) accumulated and
communicated to him as appropriate to allow timely decisions regarding required
disclosure.

     (b) Changes in internal control over financial reporting.  There were no
significant changes in our internal control over financial reporting during our
most recent fiscal quarter that materially affected, or were reasonably likely
to materially affect, our internal control over financial reporting.

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     None.

ITEM 2.  CHANGES IN SECURITIES

     (c) On May 13, 2004, the Company issued 20,900,000 shares of its common
stock, $.00001 par value per share which were not registered under the
Securities Act of 1933, as amended (the "Act"), pursuant to an Exchange
Agreement whereby Falcon became a wholly-owned subsidiary of the Company.  The
Company claims the exemption from registration afforded by Rule 506 of
Regulation D under the Act.

     On June 17, 2004, the Company issued 50,000 shares of its common stock
which were not registered under the Act to an entity as part of a contract
pursuant to which the entity will provide investor relations services to the
Company.  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 had access to information that would be included in a registration
statement, took the shares for investment and not resale and the Company took
appropriate measures to restrict transfer.

     On July 23, 2004, the Company issued 632,000 shares of its common stock
which were not registered under the Act to an unrelated entity in exchange for
$632,000 (less $60 of expenses) pursuant to a subscription agreement.  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 had access to information that would be included in a registration
statement, took the shares for investment and not resale and the Company took
appropriate measures to restrict transfer.  The Company also claims an exemption
from registration afforded by Regulation S of the Act.

<PAGE>

     (d) On April 4, 2003, the Company raised $60,000 pursuant to a Form SB-2
Registration Statement.  The money raised has been put to the following uses:

1.   Repayments of loans from shareholder of $12,000 at 10% interest in December
     2002 and $3,500 in March 2003 at 10% interest. These loans plus accrued
     interest of $437.40 were repaid during April 2003. These loans were made to
     pay for (a) legal expenses of $11,975 for the balance owing for preparation
     of Form SB-2 Registration Statement, Escrow fee and preparation and filing
     of Form 10-QSB for period ending September 30, 2003. (b) accounting fees of
     $3,482.25 for a retainer for December 2002 year end and preparation and
     filing of the financial statements ending March 31, 2003.
2.   Legal expenses of $5,339.91.
3.   Accounting fees of $14,949.50 and bookkeeping fees of $380.80.
4.   Rent and related expenses of $15,000.
5.   Trust company fees of $1,615.
6.   Website design. $2,285.
7.   Office expenses of $1,221.63.
8.   Bank fees of $121.52.
9.   C.T. Corporation for Annual reporting and filing fees of $480.

As of June 30, 2004, there was $2,668.93 left from the money raised pursuant to
the Form SB-2 Registration Statement.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     (a)  On March 26, 2004, the majority stockholders consented to action
without a meeting whereby the majority stockholders approved a name change to
Falcon Natural Gas Corp., a 5:1 forward stock split, the reauthorization of
200,000,000 shares of common stock and the reauthorization of $.00001 par value
per share of common stock.  The vote was approved by shareholders voting
24,308,000 post-forward split shares out of 45,000,000 post-forward split shares
that were then eligible to be voted.  The changes became effective April 12,
2004.

ITEM 5.  OTHER INFORMATION

Certain Transactions
--------------------

     A shareholder advanced the Company $100 to open a bank account.  The funds
advanced re unsecured, non-interest bearing, and due on demand.

     During the period ended June 30, 2004, the Company borrowed $3,217 from a
related party.  The related party note payable is unsecured, due on demand and
accrues interest at 10% per annum.

Subsequent Event
----------------

     On August 2, 2004, the Company entered an Option Agreement to acquire the
Wayndotte Property, as discussed in more detail in Part I under the section
entitled "Item 2. Management's Discussion and Analysis or Plan of Operation."

<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     a)     Exhibits

     Exhibit No.          Description

     3.1               Articles of Amendment to Articles of
                       Incorporation                               (1)

     10.1              Subscription Agreement with                   *
      Liberty Natural Gas

     10.2              Assignment of Oil and Gas Lease               *

     10.3              Option Agreement, Wayndotte Property          *

     31                Certificate of the Chief Executive
                       Officer and Principal Financial Officer
                       pursuant to Section 302 of the Sarbanes-
                       Oxley Act of 2002                             *

     32               Certificate of the Chief Executive
                      Officer and Principal Financial Officer
                      pursuant to Section 906 of the Sarbanes-
                      Oxley Act of 2002                              *

(1)     Filed as Exhibits 3.1 to the Company's Form 8-K filed with the
Securities and Exchange Commission on April 12, 2004, and incorporated herein by
reference.

* Filed Herein.

     b)     Reports on Form 8-K

     The Company filed the following three (3) reports on Form 8-K during the
quarter for which this report is filed:

(1)     Form 8-K filed on April 12, 2004, to report an amendment to the articles
of incorporation regarding a name change, a forward stock split and a new
trading symbol for the Company's common stock.

(2)     Form 8-K filed on May 7, 2004, to report the acquisition of a
significant amount of assets and the resignation and appointment of officers and
directors.

(3)     Form 8-K filed on June 21, 2004, to report a change in the persons
exercising significant influence over the Company as a result of a transfer of
shares to Alan Aitchison by Massimiliano Pozzoni, and the resignation and
appointment of officers and directors.

     The Company filed a report on Form 8-K/A on August 3, 2004, subsequent to
the quarter for which this report is filed, to amend the Form 8-K filed on May
7, 2004, to provide audited financial statements of Falcon, and pro forma
financial information of the Company due to the reverse merger.

<PAGE>

                                   SIGNATURES

    In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


FALCON NATURAL GAS CORP.

DATE: August 23, 2004                    By: /s/ Alan Aitchison
                                            -------------------
                                            Alan Aitchison,
                                            Chief Executive Officer and
                                            Principal Financial Officer


<PAGE>


EXHIBIT 10.1



                   OFFSHORE SECURITIES SUBSCRIPTION AGREEMENT

     This  Offshore  Securities Subscription Agreement ("Agreement") is executed
this  23rd day of June, 2004 in reliance upon the transaction exemption afforded
by  Regulation  S  as  promulgated  by the United States Securities and Exchange
Commission  ("SEC"),  under  authority of the Securities Act of 1933, as amended
("1933  Act").

     This  Agreement has been executed by the undersigned in connection with the
sale  of  the  common stock, $.00001 par value per share (the "Common Stock") of
Falcon  Natural  Gas  Corp.,  a  corporation  organized under the laws of Nevada
(hereinafter  referred  to  as  the  "Company").

     The undersigned, Liberty Gas Corporation, a corporation organized under the
laws  of                         ,  a non-USA jurisdiction (hereinafter referred
to  as the "Purchaser"), hereby subscribes to purchase 632,000 shares ("Shares")
of  Common  Stock  at  approximately US $1.00 per Share for a total amount of US
$631,940.  The  Purchaser hereby represents and warrants to, and agrees with the
Company  as  follows:

1.     Agreement  to  Subscribe;  Payment  of  Purchase  Price
       -------------------------------------------------------

a.   The  Purchaser  hereby subscribes for the purchase of 632,000 Shares at the
     purchase  price of approximately US $1.00 per Share (the "Purchase Price").

b.   The  Purchaser  shall  pay  the Purchase Price for the Shares by delivering
     good  funds  in  United  States  Dollars  to  the  Company:

               WIRE  INSTRUCTIONS:
               -------------------

               Falcon  Natural  Gas  Corp.


               Bank  name  and  branch

               Bank  address

               Bank  address

               Bank  routing  number

               Customer  account  number

2.     Issuance of Securities.  The Company shall instruct its transfer agent to
       -----------------------
issue  the  Shares subscribed for in the name and at the address provided by the
Purchaser.  The  Shares  will  bear  a  restrictive  legend.


<PAGE>


3.         Representations  and  Warranties  of  Purchaser.
           ------------------------------------------------

a.   Purchaser  represents  and  warrants  to  the  Company  as  follows:

(i)  Purchaser is not a "U.S. person" as that term is defined under Regulation S
     as  promulgated  by  the  Securities  and Exchange Commission ("SEC") under
     authority of the Securities Act of 1933, as amended (the "1933 Act"). "U.S.
     person"  is  defined  by  Regulation  S  as:

     a.  Any  natural  person  resident  in  the  United  States;

     b.  Any partnership or corporation organized or incorporated under the laws
         of  the  United  States;

     c.  Any  estate of which any executor or administrator is a U.S. person;

     d.  Any  trust  of  which  any  trustee  is  U.S.  person;

     e.  Any  agency  or  branch  of  a  foreign entity located in the United
         States;

     f.  Any  non-discretionary  account  or  similar  account  (other  than an
         estate  or  trust) held by a dealer or other fiduciary for the benefit
         or  account  of  a  U.S.  person;

     g.  Any  discretionary  account or similar account (other than an estate
         or trust) held by a dealer or other fiduciary organized, incorporated,
         or  (if  an  individual)  resident  in  the  United  States;  and

     h.   Any  partnership   or  corporation  if organized under the laws of any
          foreign  jurisdiction  and formed by a U.S. person principally for the
          purpose  of investing in securities not registered under the 1933 Act,
          unless  it  is  organized,  incorporated,  and  owned,  by  accredited
          investors  (as  defined in Rule 501(a) under the 1933 Act) who are not
          natural  persons,  estates  or  trusts.

(ii) At  the  time  the  buy  order for the Shares was originated, Purchaser was
     outside  the  United  States;

(iii)  Purchaser  is purchasing the Shares for his own account and not on behalf
     of any U.S. person, and the sale has not been pre-arranged with a purchaser
     in  the  United  States;


<PAGE>


(iv) To  the  best knowledge of the Purchaser, each distributor participating in
     the  offering  of  the  securities,  if any, has agreed in writing that all
     offers  and  sales  of  the  securities prior to the expiration of a period
     commencing  on the date of the transaction and ending forty days thereafter
     shall  be  made  in  compliance  with  the  Issuer Safe Harbor, pursuant to
     registration  of  securities under the 1933 Act or pursuant to an exemption
     from  registration;  and

(v)  All  offering documents received by the Purchaser include statements to the
     effect  that the securities have not been registered under the 1933 Act and
     may  not  be offered or sold in the United States or to U.S. persons unless
     the  securities  are registered under the 1933 Act or an exemption from the
     registration  requirements  is  available.

b.   The  Purchaser  represents and warrants and hereby agrees that no offers or
     sales of the Shares acquired hereby shall be made except in compliance with
     Rule  903 of Regulation S, pursuant to the registration requirements of the
     1933 Act or pursuant to an applicable exemption from such registration; and
     further  agrees  not  to  engage in hedging transactions with regard to the
     Shares  unless  in  compliance  with  the  1933  Act;

c.   The  Purchaser  understands  that  (1)  the Shares have not been registered
     under  the  1933 Act and may not be offered or sold in the United States or
     to  U.S.  persons  absent registration in accordance with, or an applicable
     exemption  from, the registration requirements of the 1933 Act, and (2) the
     Company  is  not obligated to file a registration statement registering the
     resale  of  the  Shares;

d.   The  Purchaser  is not relying on the Company or any of its representatives
     with  respect  to  tax  or  other  economic  or  suitability considerations
     involved  in  its  decision to make the purchase of the Shares and is fully
     aware  of  the  risks  associated  with  its  purchase  of  the  Shares.

e.   If  the  Purchaser  is  a  corporation, partnership, trust, estate or other
     entity  other  than  a  natural  person,  (A) it is duly organized, validly
     existing  and  in  good  standing  under  the  laws  of its jurisdiction of
     organization;  (B)  the  execution and delivery by it of this Agreement and
     completion  by it of the purchase of the Shares are within its powers, have
     been  duly authorized by all necessary action on its behalf, and require no
     filing  with,  or action by, or in respect of any governmental body, agency
     or  official;  and  (C) each person signing this Agreement on behalf of the
     Purchaser  has  been  duly  authorized  by  the  Purchaser for the purpose.

f.   The  execution  and  delivery  of  this  Agreement by the Purchaser and the
     completion  by  it  of  the  purchase  of  the  Shares do not contravene or
     constitute  a  default  under  any  provision  of  any  applicable  law  or
     regulation,    Purchaser's    certificate   of   incorporation   or   other
     organizational  documents, if applicable, or any other agreement, judgment,
     injunction,  order,  decree or other instrument binding on the Purchaser or
     any  of  its  property.


<PAGE>


g.   The  Purchaser  is  not  purchasing  any of the Shares as a result of or in
     connection  with  any  activity  that  would  constitute  "directed selling
     efforts" (within the meaning given that term in Regulation S) in the United
     States  and  the  Purchaser  will  not undertake any such "directed selling
     efforts"  in  connection  with  the  Shares  in  the  future.

h.   The  Purchaser  is  acquiring the Shares for investment for his, her or its
     own  account and will sell the Shares via a broker/dealer once an exemption
     is  available  or  the  Shares  have  been  registered.

i.   I  understand  that  all  documents,  records  and books pertaining to this
     investment  have been made available by the Company for inspection by me or
     my attorney, accountant or Purchaser Representative. I am familiar with the
     Company's  business objectives and the financial arrangements in connection
     therewith  and  I  believe  that the Shares I am purchasing are the kind of
     securities  that  I  wish  to  hold  for investment and that the nature and
     amount  of  the  Shares are consistent with my investment program. I and my
     advisor(s)  have  had  a  reasonable  opportunity  to  ask questions of and
     receive  answers from the Company concerning the Company and the Shares and
     all  such  questions  have  been answered to my full satisfaction. I, or my
     representatives,  have  made  such  investigation  of  the  facts  and
     circumstances  regarding  my  purchase  of  the  Shares  as  I  have deemed
     necessary.

j.   Subject  to  the  terms  and  conditions  hereof,   the  Purchaser   hereby
     irrevocably  tenders  this  Subscription  Agreement for the purchase of the
     number  of  Shares indicated herein. Payment of US $631,940 accompanies the
     delivery  of this Subscription Agreement for the purchase of 632,000 Shares
     at  approximately  US  $1.00 per Share. If the subscription is not accepted
     for  any reason whatsoever, the Purchaser's money will be returned in full,
     without  interest  thereon  or deduction therefrom, and the Company will be
     relieved  of any responsibility or liability which might be deemed to arise
     out  of  my  offer  to  subscribe  for  the  Shares.

k.   The  Purchaser understands that no federal or state agency has passed on or
     made  any  recommendation  or  endorsement  of  the  Shares.

l.   The  Purchaser  hereby indemnifies and holds the Company, and its officers,
     directors  and  agents  harmless  from  and  against any damages, including
     reasonable  attorney's  fees,  that  result  from  or  arise  out   of  any
     misrepresentations  or  violation  of  this  Agreement  by  the  Purchaser.


<PAGE>


m.   The  Purchaser  represents  prior to the purchase of the Shares sold hereby
     that  the  Purchaser  is  not  the  beneficial  owner  of any Shares of the
     Company.

n.   The Purchaser understands and acknowledges that he, she or it does not have
     the right to require registration of the resale of the Shares under the Act
     or  under  any  state  securities  laws.

4.     Representations  and  Warranties  of the Company.  The Company represents
       -------------------------------------------------
and  warrants  to,  and  agrees  with,  the  Purchaser  that:

a.   The  Company has been duly incorporated and validly exists as a corporation
     in  good  standing  under  the  laws  of  the  State  of  Nevada.

b.   This  agreement  has  been  duly  authorized, executed and delivered by the
     Company and is a valid and binding agreement enforceable in accordance with
     its  terms,  subject  to  bankruptcy,  insolvency,  fraudulent  transfer,
     reorganization,  moratorium  and  similar  laws  of  general  applicability
     relating  to  or  affecting  creditors'  rights  generally  and  to general
     principles  of  equity;  and  the  Company  has  full  corporate  power and
     authority  necessary  to  enter  into  this  Agreement  and  to perform its
     obligations  hereunder.

c.   Neither  the  sale  of  the  Shares pursuant to, nor the performance of its
     obligations  under,  this  Agreement  by the Company will violate, conflict
     with,  result  in  a  breach of, or constitute a default (or an event which
     with  the giving of notice or the lapse of time or both would be reasonably
     likely  to constitute a default) under the articles of incorporation of the
     Company.

d.   The  Shares:

     (i)  are  being  issued  free  and  clear  of any security interest, liens,
          claims  or  other  encumbrances;

     (ii) have  been  duly and validly authorized and when issued, delivered and
          paid  for  in the manner set forth in this Agreement, will be duly and
          validly  issued,  fully  paid  and  non-assessable;

     (iii)  will not have been, individually and collectively, issued or sold in
          violation  of any pre-emptive or other similar rights of the holder of
          any  securities  of  the  Company;  and

     (iv) will  not  subject the holders thereof to personal liability by reason
          of  being  such  holders.


<PAGE>


f.   Except  as  provided  in  paragraph herein, the Company has not issued, and
     after the Closing Date will not issue, any stop transfer order impeding the
     sale  and  delivery  of  the  Shares.

g.   With  respect  to  the  Shares  offered:

     (i)  the  Company  has  not  offered the Shares to any person in the United
          States  or  to any "U.S. person" as that term is defined in Regulation
          S;

     (ii) at the time the buy order was originated, the Company and/or its agent
          reasonably believed the Purchaser was outside of the United States and
          was  not  a  "U.S.  person;"

     (iii) the Company and/or its agents reasonably believe that the transaction
          has  not  been pre-arranged with a purchaser in the United States; and

     (iv) pursuant  to  this  Agreement, the Company will refuse to register any
          transfer  of  the Shares not made in accordance with the provisions of
          Regulation  S,  pursuant  to  a  registration  under  the 1933 Act, or
          pursuant  to  an  available  exemption  from  registration,   provided
          however, that if the Shares are in bearer form or foreign law prevents
          the Company from making such refusal, the Company will implement other
          reasonable  procedures  (such  as  placing a legend on the transferred
          Shares)  to  prevent any subsequent transfer of the Shares not made in
          accordance  with  Regulation  S.

h.   In  regard to this transaction, the Company has not conducted any "directed
     selling  efforts"  as  that term is defined in Rule 902 of Regulation S nor
     has  the  Company  conducted any general solicitation relating to the offer
     and  sale  of  the  Shares  to persons resident within the United States or
     elsewhere.  No underwriters or distributing agents have been involved or in
     any  way  connected  with  this  transaction.

i.   The  Company  hereby  indemnifies and holds the Purchaser harmless from and
     against  any  and  all  damages  including  reasonable attorney's fees that
     result  from  or  arise out of any misrepresentations or violations of this
     Agreement  by  the  Company.

5.     Closing  Date.  The  date  of  closing  of  the  sale  of the Shares (the
       --------------
"Closing  Date")  shall  be  at  the  earliest  mutually  acceptable  date.


<PAGE>


6.     Conditions  to  the  Company's  Obligation to Sell Shares.  The Purchaser
       ----------------------------------------------------------
understands  that  the  Company's  obligation  to sell the Shares is conditioned
upon:

     a. The receipt and acceptance by the Company of a satisfactory subscription
        agreement;  and

     b. Delivery  by the Purchaser to the Company of good funds as set  forth in
        this  Agreement.

7.     Conditions to the Purchaser's Obligation to Purchase Shares.  The Company
       ------------------------------------------------------------
understands  that  the  Purchaser's   obligation  to  purchase   the  Shares  is
conditioned  upon  delivery  of  the   securities  comprising  the  Shares  with
appropriate  instructions  to  the  transfer  agent  as  described  herein.

8.     Survival  of   Representations  and  Warranties.   The   representations,
       ------------------------------------------------
warranties,  acknowledgements  and  agreements  of the parties to this Agreement
shall  survive  the  offering  and  purchase  of  the  Shares.

9.     Waiver,  Amendment  and  Termination.  Neither  this  Agreement  nor  any
       -------------------------------------
provision  hereof  shall  be modified, waived, changed, discharged or terminated
except  by  an  instrument in writing signed by the parties or, in the case of a
waiver,  by  the  party  granting  it.

10.     Notices.  All  notices  or other communications required or permitted to
        --------
be  given  pursuant  to  this  Agreement  shall be given by telex or cable or by
notice  in  writing,  hand-delivered  or  sent  by facsimile transmission, or by
airmail, postage prepaid.  All such notices shall be sent to the Company and the
Purchaser  at  the  addresses  specified herein, or to such other address as the
intended  recipient of the notice may have last specified by notice to the other
parties.  All  such  notices  shall  be  effective  upon  receipt.

     Notice  to  the  Company:     Falcon  Natural  Gas  Corp
                                   Westchase  Center
                                   2500  Citywest  Blvd,  Suite  300
                                   Houston,  Texas  77019

     Notice  to  Purchaser:        Liberty  Gas  Corporation
                                   88  Freetown  Road
                                   Belize  City,  Belize

11.     Successors and Assigns:  Nonassignability.  Except as otherwise provided
        ------------------------------------------
herein,  this Agreement and all the terms and provisions hereof shall be binding
upon  and  inure  to the benefit of the parties and their respective successors,
assigns  by  law,  trustees  and legal representatives.  The parties' respective
interests  under  this Agreement are not transferable and any purported transfer
in  violation  of  this  provision  shall  be  void.


<PAGE>


12.     Counterparts;  Entire  Agreement.  This  Agreement  may  be  executed in
        ---------------------------------
counterpart  copies,  each  of  which  shall  be  considered  an original.  This
Agreement  contains  the entire agreement of the parties relating to the subject
matter  hereof.

13.     Applicable  Law;  Jurisdiction.  THIS  SUBSCRIPTION  AGREEMENT  SHALL BE
        -------------------------------
GOVERNED  BY  AND  CONSTRUED  IN  ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS
WITHOUT  REFERENCE  TO  ITS  CHOICE OF LAW PRINCIPLES.  Any action or proceeding
relating  to  this  Agreement  may  be brought and enforced in the courts of the
State  of  Texas and each of the parties irrevocably submits to the nonexclusive
jurisdiction  of  each  court  in  respect  of  any  such  action or proceeding.

14.     Purchaser  Certification.  The  Purchaser  hereby  acknowledges that the
        -------------------------
Company  and  its counsel will rely upon the representations contained herein in
issuing  the  Securities  comprising  the Shares and rendering appropriate legal
opinions  in  connection  with such issuance pursuant to Regulation S and hereby
certifies  that  the  representations of the Purchaser contained herein are true
and  correct and may be relied upon in rendering such opinions and instructions.









                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>


IN  WITNESS  WHEREOF,  this  Offshore  Securities Subscription Agreement is duly
executed  and  delivered  on  the  date  first  above  set  forth.

                                                       PURCHASER:

                                                       LIBERTY  GAS  CORPORATION

                                       Signature:

                                       Name:____/s/ Walter Twist_______________

                                       Address:  88  Freetown  Road
                                       Belize  City,  Belize


                                       Country  of  Organization  or
                                       Residence:____Belize_____________________

                                       Title,  if  applicable:__Officer_________

                                       Shares  Subscribed  For:  632,000
                                                                 -------

                                       Purchase  Price  Delivered:  US  $631,940
                                                                  --------------
                                            (Shares  Subscribed  for  multiplied
                                             by  approximately  US  $1.00)


Subscription  Accepted  By:

FALCON  NATURAL  GAS  CORP.


By:_/s/ Alan Aitchison__________
       Alan  Aitchison
       Chief  Executive  Officer

Date:___6-23-04_________________


<PAGE>


EXHIBIT 10.2



                         ASSIGNMENT OF OIL AND GAS LEASE
STATE  OF  TEXAS     *

COUNTY  OF  STARR           *

     THAT,  Argyle  Energy,  Inc., whose address is 10777 Westheimer, Suite 170,
Houston,  Texas  77042  ("Assignor"), for and in the consideration of the sum of
Sixty-Three  Thousand and No/100 Dollars ($63,000.00) in United States currency,
and  180,000  pre-forward  split  restricted  shares, 900,000 post-forward split
restricted  shares, of common stock of Falcon Natural Gas Corporation, and other
valuable  and   adequate   consideration,   the  receipt   of  which  is  hereby
acknowledged,  does  hereby  BARGAIN,  SELL,  TRANSFER,  ASSIGN and CONVEY, unto
Falcon Natural Gas Corporation, whose address is Westchase Center, 2500 Citywest
Blvd.,  Suite  300,  Houston,  Texas  77042  ("Assignee"),  One  Hundred Percent
(100.0%)  of the Working Interest and Seventy Percent (70.0%) of the Net Revenue
Interest  ("Interests")  in  and to the oil, gas and mineral leases described on
Exhibit  "A"  attached hereto, and located in Starr County, Texas (these leases,
insofar  as  they  cover  the  above-described lands, will be referred to as the
"Subject  Lease").

     This  Assignment  is made subject to all of the terms and conditions of the
Subject  Leases.

     This Assignment shall be binding upon and shall inure to the benefit of the
Assignor  and  Assignee  and  their  respective  heirs,  successors and assigns.

     This  Assignment  shall be construed in accordance with and governed by the
laws  of  the  State  of  Texas.

     This  Assignment  constitutes  the  entire  Assignment  between the parties
hereto and expressly supersedes all prior and contemporaneous understandings and
commitments, whether written or oral, with respect to the subject matter hereof.
No  variations,  modifications,  changes or extensions of this Assignment or any
other  terms hereof shall be binding upon any party hereto unless set forth in a
document  duly  executed  by  both  parties  to  the  Assignment..


<PAGE>


Assignment  of  OGLs  Argyle  To  Falcon

     Should  any clause, sentence, or paragraph of this Assignment be judicially
declared  to  be invalid, unenforceable or void, such decision will not have the
effect  of  invalidating  or  voiding  the remainder of this Assignment, and the
parties  agree  that the part or parts of this Assignment so held to be invalid,
unenforceable  or  void  will  be  deemed  to have been stricken herefrom by the
parties,  and  the  remainder  will have the( same force and effectiveness as if
such  stricken  part  or  parts  had  never  been  included  herein.

     Assignee may assign any of its rights, interests and obligations under this
Assignment  and  shall  notify  Assignor in writing, at the address shown above,
within  thirty  (30)  days  of  each  such  Assignment.

     This  Assignment  may  be  executed in any number of counterparts with each
having  the  force  and  effect  of  an  original.

     For  purposes  of  this  Assignment,  a  faxed signature will constitute an
original  signature.

     This  Assignment  of Oil and Gas Lease is made without warranty of any kind
either  express  or  implied.

EXECUTED  AND  EFFECTIVE  this  25th  day  of   March  2004.

Argyle  Energy,  Inc.

/s/  Bob  Burr
--------------
Bob  Burr  President

Falcon  Natural  Gas  Corporation

/s/  Massimiliano  Pozzoni
--------------------------
Massimiliano  Pozzoni  President


<PAGE>


EXHIBIT 10.3



                               ARGYLE ENERGY, INC.
                                10777 Westheimer
                                    Suite 170
                              Houston, Texas 77042
                              Phone: (832)358-3900
                               Fax: (832)358-3903

                                 August 2, 2004

Falcon  Natural  Gas  Corporation
Westchase  Center
2500  Citywest  Blvd.
Suite  300
Houston,  Texas  77042

RE:  Wayndotte  Prospect,  St.  Mary  Parish,  Louisiana

Gentlemen:

     When  accepted  by  you  in  the  manner indicated below, this letter shall
constitute  an  agreement by and between Argyle Energy, Inc., ("Argyle"}, on the
one  hand,  and Falcon Natural Gas Corporation ("Falcon") on the other, relative
to  the  referenced  area.

     1.  Falcon  recognizes and acknowledges that Argyle has presented to Falcon
geological  ideas  and  concepts  (the  "Prospects") within the area outlined in
black  on the plat attached hereto, made a part hereof, and marked Exhibit A for
identification  herewith.  Falcon and Argyle hereby create and establish an area
of  mutual  interest  (the  "AMI") comprising the area so outlined on Exhibit A.

     2.  Argyle represents that it has contracted for various options to acquire
oil, gas and mineral leases (the "Lease Options") covering lands situated within
the  AMI.  a description of said Lease Options, being attached hereto as Exhibit
B,  and  which  Lease  Options cover and affect 5,460 acres owned by Avoca, Inc.
(the  "Avoca  Option  Acreage"),  1,339.31  acres  owned  by Hellenic, Inc. (the
"Hellenic  Option  Acreage")  and 642.69 acres owned by Ramos Investment Company
(the  "Ramos  Option  Acreage").

     3.  Falcon represents to Argyle that Falcon is interested in acquiring oil,
gas  and  mineral  leases covering lands within the AMI, in an effort to explore
for,  develop  and  produce  oil  and gas All costs and expenses associated with
prospect  development,  acreage acquisition, drilling and operating of wells and
all  other  costs  therewith  shall  be  paid  for  and  borne  by  Falcon.


<PAGE>


Falcon  -  Argyle
Wyandotte  Prospect
Letter  Agreement  Dated  August  2,  2004
Page  2  Of  3

     4.  In  consideration  of  Argyle's  presenting geologic ideas and concepts
Falcon  has paid to Argyle the cash amount of $204,655.00 contemporaneously with
Falcon's  acceptance  of  this  agreement.

     5.  Falcon  acknowledges that the options and/or the associated oil and gas
leases  are  subject  to  landowners royalties and overriding royalties equal to
30.0%,  such  that  the  net  revenue  interest attributable to Falcon's working
interest  shall  be  70.0%. All working interest and overriding royalty interest
shall be reduced proportionately in the event any lease covers less than 100% of
the  minerals  in  such  lands.

     6.  Falcon  further covenants and agrees that it will make 2 equal payments
to  Argyle  as  follows:

     1st  payment  on  or  before  August  31,  2004,  $404,235.00,  and  2nd

     2nd  payment  on  or  before  September  30,  2004,  $454,235.00,

each  in  order  that  Aggie may exercise said options by acquiring oil, gas and
mineral  leases  ("Leases")  from  each grantor thereof on the following minimum
acreage  selection basis. As to the Avoca Option Acreage and the Hellenic Option
Acreage,  Argyle  shall execute the Lease Options and acquire Leases covering at
east  50%  of  the  acreage covered thereby, and as to the Ramos Option Acreage,
Argyle  shall  execute the Lease Option and acquire a Lease covering 100% of the
acreage  covered  thereby.  Upon  the  full payment of all payments provided for
herein to Argyle, Argyle shall make assignment of 100.0% of the working interest
to  Falcon. Such assignment shall be made expressly subject to the terms of this
Letter  Agreement, and that certain Letter Agreement between Argyle Energy, Inc.
and  Merlin  Resources,  Inc.,  executed  August  5,  2004.  Subsequent  to such
assignment  Falcon  covenants  and  agrees  to  comply  with  and  perform  all
obligations  and undertakings of the Lessee provided for in the Lease Options as
well  as all obligations and covenants of Lessee under or pursuant to the Leases
when  granted.
     7.  Subsequent to the assignment of the Leases to Falcon, in the event that
Falcon  should elect (or allow) to surrender, let expire, abandon or release all
or  any of its rights under the Leases, or any part thereof. Falcon shall notify
Argyle, in writing, not less than ninety (90) days in advance of such surrender,
expiration,  abandonment or release and, if requested to do so by Argyle, Falcon
shall  immediately  assign  such  rights  in  any  such Lease or acreage covered
thereby,  or  such  part  thereof,  to  Argyle.

     8.   The  term of this agreement and of the AM! herein established shall be
for  so long as any oil, gas and mineral leases subject to this agreement remain
or  as  to  any  part  of  the  AMI whether by production, extension, renewal or


<PAGE>


Falcon  -Argyle
Wyandotte  Prospect
Letter  Agreement  Dated  August  2,  2004
Page  3  of  3


otherwise,  but in no event shall the term be less than five years from the date
of  acceptance  hereof  by  Falcon,

     9,  The overriding royalties reserved herein shall apply to any renewals or
extensions  of  oil,  gas  and  mineral  leases  acquired  within  two  years of
expiration  of  any  leases  to  which  said  overrides  apply.

     10, Argyle and its designee, at their sole risk, shall be given free access
to  all  information acquired during the drilling, testing and production of all
wells  drilled  within,  or  unitized with lands covered by, the AMI. This shall
include,  but  not  be  limited  to,  drilling  reports, paleo reports, logging,
coring, testing and any and all other tests or production information, including
monthly  cumulative  production  information.

     11. This agreement shall be binding on the heirs, successors and assigns of
the parties, and any assignment by Falcon shall include an express assumption by
its  assignee  of  the  obligations  provided  for  herein.

     If  the  foregoing  corresponds  to your understanding of the agreements we
have  reached  on  this  matter,  please  indicate  your acceptance in the space
provided  below  and  return  a  fully  executed copy hereof to me for my files

Sincerely,

Argyle  Energy,  Inc.



/s/  Harry  J.  Peters
----------------------

Harry  J.  Peters







AGREED  AND  ACCEPTED  THIS  2nd  DAY  OF  August  2004.
Falcon  Natural  Gas  Corporation
By:  /s/  Massimiliano  Pozzoni
   ----------------------------


<PAGE>


                                  EXHIBIT "B"

                TO LETTER AGREEMENT BETWEEN ARGYLE ENERGY, INC.,
                       AND FALCON NATURAL GAS CORPORATION
                              DATED AUGUST 2, 2004

AVOCA  INCORPORATED  OPTION

That  certain  Option  Agreement  dated  December 19, 2003, by and between Avoca
Incorporated,  and Merlin Resources, Inc. concerning an Oil and Gas Lease Option
covering  5,000  acres,  more  or less, located in St Mary Parish, Louisiana, as
amended.

HELLENIC  INC.  OPTION

That  certain  Option  Agreement  dated January 9, 2004, by and between Hellenic
Inc., and Merlin Resources, Inc. concerning an Oil and Gas Lease Option covering
1339.31  acres, more or less, located in St. Mary Parish, Louisiana, as amended.

RAMOS  INVESTMENTS  COMPANY  OPTION

That  certain  Option  Agreement  dated  October  30, 2003, by and between Ramos
Investments  Company, and Merlin Resources, Inc. concerning an Oil and Gas Lease
Option  covering  642.69  acres,  more  or  less,  located  in  St.  Mary Parish
Louisiana,  as  amended.


<PAGE>



EXHIBIT 31



     CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Alan Aitchison, certify that:

1.  I have reviewed this quarterly report on Form 10-QSB of Falcon Natural Gas
Corp.

2.  Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

4.  As the small business issuer's certifying officer, I am responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and
have:

     a)     Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under my supervision, to
ensure that material information relating to the small business issuer,
including its consolidated subsidiaries, is made known to me by others within
those entities, particularly during the period in which this report is being
prepared;

     b)     Paragraph omitted in accordance with SEC transition instructions
contained in SEC Release No. 33-8238;

     c)     Evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this report my conclusions
about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and

     d)     Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the small
business issuer's most recent fiscal quarter (the small business issuer's fourth
fiscal quarter in the case of an annual report) that has materially affected, or
is reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and

5.  I have disclosed, based on my most recent evaluation of internal control
over financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation
of internal control over financial reporting which are reasonably likely to
adversely affect the small business issuer's ability to record, process,
summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees
who have a significant role in the small business issuer's internal control over
financial reporting.


DATE: August 23, 2004                    By: /s/ Alan Aitchison
                                            -------------------
                                            Alan Aitchison,
                                            Chief Executive Officer and
                                            Principal Financial Officer


<PAGE>

EXHIBIT 32

     CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER
   PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE
                           SARBANES-OXLEY ACT OF 2002


I, Alan Aitchison, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly
Report of Falcon Natural Gas Corp. on Form 10-QSB for the quarterly period ended
June 30, 2004 fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 and that information contained in such Form
10-QSB fairly presents in all material respects the financial condition and
results of operations of Falcon Natural Gas Corp.


DATE: August 23, 2004                    By: /s/ Alan Aitchison
                                            -------------------
                                            Alan Aitchison,
                                            Chief Executive Officer and
                                            Principal Financial Officer

<PAGE>