~~Table~~UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION

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

~~Washington,~~FORM ~~D.C. 20549~~8-K

~~FORM~~CURRENT ~~8-K~~REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT Pursuant~~of toReport ~~Section 13 or 15~~(d)Date of ~~the~~earliest ~~Securities~~event ~~Exchange~~reported) ~~Act~~April 14, of2011 ~~1934~~(April 13, 2011)

~~Date~~NGAS ~~of Report (date of earliest event reported): April 11~~Resources, ~~2011 (April 8, 2011)~~Inc.

~~NGAS~~ (Exact ~~Resources,~~name ~~Inc.~~ of registrant as specified in its charter)

Province of British Columbia (~~Exact~~State ~~name~~or other jurisdiction of ~~registrant~~incorporation) as0-12185 ~~specified~~(Commission inFile ~~its~~Number) ~~charter~~Not Applicable (IRS Employer File Number)

~~Province~~120 ofProsperous ~~British~~Place, ~~Columbia~~Suite ~~(State~~201, orLexington, ~~other~~Kentucky ~~jurisdiction~~(Address of ~~incorporation~~principal executive offices) 040509-~~12185~~1844 ~~Commission File Number Not Applicable~~ (~~I.R.S.~~Zip ~~Employer Identification No.~~Code)

~~120~~ Registrant’s ~~Prosperous~~telephone ~~Place~~number, ~~Suite~~including ~~201~~area ~~Lexington,~~code: ~~Kentucky~~ (~~Address of principal executive offices~~859) ~~40509~~ 263-~~1844 (Zip Code)~~3948

~~Registrant’s~~Check ~~telephone~~the ~~number,~~appropriate ~~including~~box ~~area~~below ~~code:~~if ~~(859) 263~~the Form 8-~~3948~~K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~None~~o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~(Former~~o ~~name~~Soliciting ormaterial ~~former~~pursuant ~~address,~~to ifRule ~~changed~~14a-12 ~~since~~under ~~last~~the ~~report~~Exchange Act (17 CFR 240.14a-12)

~~Check~~o ~~the appropriate box below if the Form 8~~Pre-Kcommencement ~~filing~~communications ispursuant ~~intended~~ to ~~simultaneously~~Rule ~~satisfy the~~14d-2(b) ~~filing obligation of the registrant~~ under ~~any of~~ the ~~following~~Exchange ~~provisions~~Act (~~see~~17 ~~General Instruction~~CFR A240.14d-2 ~~below~~(b): )

o ~~Written~~ Pre-commencement communications pursuant to Rule ~~425~~ 13e-4(c) under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~13e-4(c) )

~~o Soliciting~~Introductory ~~material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)~~Note

o ~~Pre-commencement~~As ~~communications~~previously ~~pursuant~~announced, toNGAS ~~Rule~~Resources, Inc. (“NGAS” or the “Company”) entered into an Arrangement Agreement, dated as of December ~~14d~~23, 2010 (“Arrangement Agreement”), with Magnum Hunter Resources Corporation (“Magnum Hunter”) for the acquisition of the Company by Magnum Hunter in an all-2stock transaction structured as a statutory plan of arrangement (bthe “Arrangement”) under British Columbia law, where NGAS is organized. On April 13, 2011, after obtaining approval of the Company’s ~~Exchange~~shareholders ~~Act~~and ~~(17~~the ~~CFR~~approval of the Supreme Court of British Columbia, the Arrangement ~~240~~was consummated, and NGAS became a wholly owned subsidiary of Magnum Hunter.~~14d-2[b])~~

~~o Pre-commencement~~Item ~~communications~~1.02 ~~pursuant~~Termination toof ~~Rule 13e-4(c)~~a ~~under~~Material ~~the~~Definitive ~~Exchange Act (17 CFR 240.13e-4[c])~~ Agreement

~~TABLE~~ In OFconnection ~~CONTENTS~~with the consummation of the Arrangement, on April 13, 2011, Magnum Hunter satisfied all of the Company’s outstanding indebtedness under (i) the Company’s Amended and Restated Credit Agreement with KeyBank National Association, as administrative agent for the lenders party thereto and (ii) the Company’s outstanding amortizing convertible notes due May 1, 2012. As previously announced in the Company’s Current Report on Form 8-K filed with the SEC on March 16, 2011, upon the closing of the Arrangement, the Company also cancelled approximately $6.8 million in promissory note installments payable by Seminole Energy Services, LLC from its purchase of the Company’s Appalachian gathering system in the third quarter of 2009.

	Item 5.07 Submission of Matters to Vote of Security Holders
	Item 9.01 Financial Statements and Exhibits
SIGNATURE
Exhibit Index
EX-99.1


Item 2.01		Completion of Acquisition or Disposition of Assets

~~Table~~ The disclosure under Items 3.03 and 5.01 of ~~Contents~~this Form 8-K is incorporated herein by reference.

Item 5 3.0701 ~~Submission~~Notice of ~~Matters~~Delisting or Failure to ~~Vote~~Satisfy ofa ~~Security~~Continued ~~Holders~~ Listing Rule or Standard; Transfer of Listing.

As ~~previously~~a ~~announced,~~result ~~NGAS~~of ~~Resources,~~the ~~Inc.~~closing ~~(“NGAS”)~~of ~~entered~~the ~~into~~Arrangement, anthe ~~Arrangement~~Company ~~Agreement dated~~no aslonger offulfills ~~December 23,~~the ~~2010~~numerical listing ~~(“Arrangement~~requirements ~~Agreement”)~~of ~~with~~the ~~Magnum~~Nasdaq ~~Hunter~~Capital ~~Resources~~Market ~~Corporation~~ (“~~Magnum Hunter~~Nasdaq”). ~~for~~Accordingly, ~~the~~on ~~acquisition~~April 13, of2011, at the Company’s byrequest, ~~Magnum~~the ~~Hunter~~Nasdaq inStock anMarket ~~all-stock~~LLC ~~transaction structured~~filed aswith athe ~~statutory~~U.S. ~~arrangement~~Securities and Exchange Commission (the “~~Arrangement~~SEC”) ~~under~~a ~~British~~Notification ~~Columbia~~of ~~law,~~Removal ~~where~~from ~~NGAS~~Listing ~~is organized.~~and/or OnRegistration ~~April 8,~~under ~~2011,~~Section 12(b) ~~NGAS~~of ~~held~~the aSecurities ~~special~~Exchange ~~meeting~~Act of ~~its~~1934, ~~shareholders~~as toamended ~~vote~~(the “Exchange Act”), on aForm 25, ~~proposal~~thereby toeffecting ~~approve~~the delisting of the ~~Arrangement.~~shares ~~Under~~of ~~NGAS~~the Company’s ~~governing~~common ~~articles,~~stock ~~approval~~from ofNasdaq (the ~~Arrangement required~~“Shares”). The Company will also file with the ~~affirmative~~SEC ~~vote~~a ofcertification atand ~~least~~notice ~~two-thirds~~of termination of ~~the~~registration on ~~votes~~Form 15, ~~cast~~requesting onthat the ~~proposal~~Shares atbe deregistered under Section 12 of the ~~special~~Exchange Act and ~~meeting.~~that ~~Final~~the ~~voting~~reporting ~~results~~obligations ~~are~~of ~~shown~~the inCompany under Section 13 of the ~~following~~Exchange ~~table:~~Act be suspended.

Votes

Broker

For

Against

Non-Votes

Approval of Arrangement

30,509,330

1,886,111

—

The disclosure under Items 3.03 and 5.01 of this Form 8-K is incorporated herein by reference.

~~Under~~Item ~~the Arrangement Agreement, each common share of NGAS outstanding upon the consummation of the Arrangement will be transferred to Magnum Hunter for the right to receive 0~~3.~~0846~~03 ~~shares~~Material ~~of Magnum~~Modification ~~Hunter common stock. The exchange ratio for the transaction is not subject~~ to ~~any adjustments~~Rights ~~and will result in the issuance~~ of ~~approximately~~Security 6.6 million shares of Magnum Hunter common stock to NGAS shareholders. The consummation of the Arrangement is subject to additional closing conditions, including the issuance of a final order by the Supreme Court of British Columbia approving the Arrangement. Holders

~~Item 9~~ Pursuant to the terms of the Arrangement Agreement, at the effective time of the Arrangement, all of the outstanding Shares were automatically converted into the right to receive 0.010846 ~~Financial~~(the “Exchange ~~Statements~~Ratio”) ~~and~~shares ~~Exhibits~~of Magnum Hunter’s common stock (the “Transaction Consideration”). Company shareholders immediately prior to the Arrangement ceased to have any rights as shareholders of the Company (other than the right to receive the Transaction Consideration for each of their Shares).

~~(d) Exhibits~~ The foregoing summary description of the material modifications to the rights pertaining to the Shares under the Arrangement Agreement does not purport to be complete and is entirely qualified by reference to the terms of the Arrangement Agreement, a copy of which was included as Exhibit 2.1 to the

~~(d) Exhibits.~~-1-

Exhibit
Number		Exhibit
99.1		Press release dated April 11, 2011

Company’s Current Report on Form 8-K filed with the SEC on December 27, 2010, which is incorporated by reference herein.

~~SIGNATURE~~ Item 5.01 Change in Control of Registrant.

~~Pursuant~~On April 13, 2011, pursuant to the ~~requirements~~terms of the ~~Securities~~Arrangement ~~Exchange Act of 1934~~Agreement, the ~~registrant~~Arrangement ~~has duly~~was ~~caused~~consummated ~~this~~in ~~report~~accordance towith beBritish ~~signed~~Columbia onlaw ~~its~~and ~~behalf~~NGAS bybecame ~~the~~a ~~undersigned,~~wholly ~~hereunto~~owned ~~duly~~subsidiary ~~authorized~~of Magnum Hunter.

~~NGAS~~ At ~~RESOURCES~~the effective time of the Arrangement, ~~INC.~~all ~~By:~~of ~~/s/~~the ~~William~~outstanding S.Shares ~~Daugherty~~were ~~William~~automatically converted Sinto the right to receive the Transaction Consideration. ~~Daugherty,~~Company ~~President~~shareholders ~~and~~immediately prior ~~Chief~~to ~~Executive~~the ~~Officer~~Arrangement ceased to have any rights as shareholders of the Company (other than the right to receive the Transaction Consideration for each of their Shares).

~~Date:~~ The ~~April~~foregoing summary description of the change of control of the Company under the Arrangement Agreement does not purport to be complete and is entirely qualified by reference to the terms of the Arrangement Agreement, a copy of which was included as Exhibit 112.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 27, ~~2011~~2010, and which is incorporated by reference herein.

~~Table~~Item 5.02 Departure of ~~Contents~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

~~Exhibit~~(a) ~~Index~~Pursuant to the Arrangement Agreement, all of the Company’s incumbent directors resigned upon the effective time of the Arrangement on April 13, 2011 and Gary C. Evans and Ronald D. Ormand, Magnum Hunter’s designees, were appointed to fill such vacancies. None of the resigning directors of the Company states that such director’s resignation related to any disagreement with the Company’s operation, policies or practices.

Exhibit
Number		Description of Exhibit
99.1		Press release dated April 11, 2011

(b) Pursuant to the Arrangement Agreement, all of the incumbent executive officers of the Company resigned immediately prior to the effective time of the Arrangement on April 13, 2011 and Magnum Hunter’s designees (Gary C. Evans, Chief Executive Officer, Ronald D. Ormand, Chief Financial Officer, Paul M. Johnston, Secretary, Richard S. Farrell, Vice President, and James Denny, President) were appointed to fill such vacancies.

(e) Upon the consummation of the Arrangement and pursuant to terms of the Company’s Change of Control Agreement and Long Term Incentive Agreement, as amended, with each of its executive officers, Magnum Hunter issued shares of its common stock to William S. Daugherty, William G. Barr III, D. Michael Wallen and Michael P. Windisch in satisfaction of the severance benefits payable to such executive officers in the respective amounts of $1,282,736, $1,015,385, $1,041,750 and $803,700 (before taking into account withholding under applicable tax laws).


Item 9.01		Financial Statements and Exhibits

(d) Exhibits


	2.1			Arrangement Agreement, dated as of December 23, 2010, by and between the Company and Magnum Hunter Resources Corporation (incorporated herein by reference to the Company’s Current Report on Form 8-K with the SEC on December 27, 2010).

-3-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	NGAS Resources, Inc.
	By:	/s/ Gary C. Evans
		Gary C. Evans
		Chief Executive Officer

Dated: April 14, 2011

-3-

EXHIBIT INDEX


Exhibit No.
	2.1	Arrangement Agreement, dated as of December 23, 2010, by and between the Company and Magnum Hunter Resources Corporation (incorporated herein by reference to the Company’s Current Report on Form 8-K with the SEC on December 27, 2010).

-4-

Filing Compare · NGAS Resources Inc