UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_________________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): ~~March~~July 145, 2011

APPLIED NATURAL GAS FUELS, INC.

(Exact Name of Registrant as Specified in Charter)

Nevada	000-29735	88-0350286
(State or other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

31111 Agoura Road~~, Suite 208~~

~~Westlake~~Suite ~~Village, CA 91361~~208

Westlake Village, California 91361

(Address of principal executive offices) (Zip Code)

818-450-3650

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 15.0102 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnEffective ~~March~~July 145, 2011, Applied Natural Gas Fuels, Inc. ~~and its subsidiaries~~ (~~collectively,~~ the “Company,” “we” or “us”) ~~entered~~accepted ~~into~~the ~~Amendment~~resignation Noof A. ~~1 (the~~Bradley ~~“Amendment”)~~Gabbard toas ~~that~~our ~~certain~~Chief ~~Credit~~Financial ~~Agreement~~Officer ~~(the~~and ~~“Credit~~Principal ~~Agreement”),~~Accounting ~~dated~~Officer. ~~March~~Mr. ~~24,~~Gabbard ~~2010,~~had bybeen ~~and~~with ~~among~~ the Company, ~~Fourth~~since ~~Third,~~September ~~LLC,~~2009 and had served as ~~lender~~our CFO and ~~agent~~Principal ~~(“Medley”),~~Accounting ~~Castlerigg~~Officer ~~PNG~~since ~~Investments,~~May ~~LLC,~~2010. asMr. ~~lender~~Gabbard’s ~~(“Castlerigg”),~~resignation ~~and~~was ~~Medley~~not ~~Capital~~in ~~Corporation,~~connection aswith ~~lender~~any ~~(“Medley~~disagreement ~~Capital”)~~between Mr. Gabbard and the Company.

~~Pursuant~~In toconnection with the ~~Amendment~~foregoing, ~~Medley~~effective ~~Capital~~July ~~made~~5, an2011, ~~additional~~we $5appointed ~~million~~Edward ~~loan~~McKenna, Jr. to usserve ~~(the~~as ~~“MC~~our ~~Loan”),~~Chief ~~which~~Financial ~~accrues~~Officer and ~~requires~~Principal ~~quarterly~~Accounting ~~payments~~Officer. ofPrior ~~interest~~to atjoining ~~13%~~the ~~per annum~~Company, ~~and~~Mr. isMcKenna ~~payable~~(age in53) ~~full~~served inas ~~March~~a ~~2014.~~consultant ~~The~~and ~~proceeds~~advisor ofto ~~the~~several MCmedia ~~Loan~~and ~~will~~technology bebusinesses. ~~used~~From ~~primarily~~2005 to ~~finance the purchase of additional equipment~~2009, ~~and~~he ~~for~~served ~~other~~as ~~corporate~~Executive ~~purposes.~~Vice ~~The~~President MCand ~~Loan~~Chief isFinancial inOfficer ~~addition~~for toFox ~~the~~Interactive ~~loans~~Media, ~~provided~~Inc. ~~under~~and ~~the~~from ~~Credit~~2003 ~~Agreement~~to in2005 ~~the~~served ~~principal~~as ~~amount~~Senior ofVice ~~$15~~President,~~550,000~~ ~~million,~~Finance ~~consisting~~for ofFox aEntertainment $9Group.8 ~~million~~Prior ~~four~~to ~~year~~Fox ~~senior~~Interactive ~~secured term loan from Medley~~Media, ~~a $5~~Mr.5 ~~million~~McKenna ~~four~~worked ~~year~~as ~~senior~~the ~~secured~~chief ~~term~~financial ~~loan~~officer ~~from~~at ~~Castlerigg,~~several ~~and~~companies ain ~~$250,000~~the ~~ten~~media ~~month~~and ~~senior~~broadcasting ~~secured~~industry. ~~loan from Castlerigg~~Mr. ~~The~~McKenna ~~original~~received ~~borrowings~~a ~~under~~B.S. ~~the~~in ~~Credit~~Business ~~Agreement~~Administration ~~accrue~~from ~~interest~~California atState ~~10% per annum and~~University, ~~commencing~~Northridge. onHe ~~the~~is ~~first~~also ~~anniversary~~a ofCertified ~~the~~Public ~~effective~~Accountant ~~date~~in ofCalifornia, ~~the~~New ~~Credit Agreement~~York, isand ~~payable on a quarterly basis~~Illinois.

~~The~~In MCconnection ~~Loan~~with ishis ~~secured~~appointment, bywe aentered ~~security~~into ~~interest~~an inEmployment ~~the~~Agreement ~~collateral~~with ~~securing~~Mr. McKenna (the ~~Credit~~“Employment Agreement”), aspursuant ~~well~~to aswhich ~~the~~we ~~new~~have ~~equipment~~agreed to beemploy ~~acquired by us with the proceeds of the MC Loan~~Mr. AsMcKenna ~~additional~~at ~~collateral,~~an weannual ~~are~~base ~~required~~salary toof ~~set aside~~ $~~500~~175,000 ofand ~~the~~other ~~proceeds~~discretionary ofbonuses, ~~the~~plus MCcertain ~~Loan~~standard ~~(the~~and ~~“Capital~~customary ~~Reserve”),~~fringe ~~which~~benefits. ~~the~~We ~~agent~~have ~~shall~~also ~~use~~granted to ~~pay any unpaid obligations in the event we default under the Credit Agreement~~Mr. WeMcKenna ~~may~~an ~~receive~~option ato ~~return~~purchase of200,000 ~~50%~~shares of ~~the Capital Reserve if~~ our ~~EBITDA~~common ~~for~~stock ~~our~~at ~~2011~~an ~~fiscal~~exercise ~~year~~price isof at$0.58 ~~least~~per $5share,~~000,000.~~ ~~After~~of ~~September~~which 1140,000 ~~2012,~~were weimmediately ~~may~~exercisable ~~receive~~upon agrant ~~return~~and of the remaining ~~50%~~160,000 ofshares ~~the~~vest ~~Capital~~in ~~Reserve~~four ifequal ~~our~~annual ~~EBITDA,~~installments ~~measured~~over on a ~~fiscal~~period ~~quarter~~of ~~basis,~~four ~~for~~(4) ~~any~~consecutive ~~quarter~~years. ~~ending~~The ~~after~~foregoing ~~our~~description ~~2011~~of ~~fiscal~~the ~~year~~Employment Agreement is atqualified ~~least~~in ~~$1,500,000.~~its Weentirety ~~have~~by ~~agreed~~reference ~~that~~to the ~~returned~~complete ~~Capital~~text ~~Reserve~~of ~~funds~~the ~~will~~Employment beAgreement ~~used~~filed ~~solely~~as Exhibit 10.1 to ~~purchase~~this ~~machinery~~report and ~~equipment~~incorporated ~~for~~herein ~~use~~by inthis ~~our business with any remainder being used for proper corporate purposes~~reference.

The covenants contained in the Credit Agreement remain unchanged, except for modifications made to certain of the financial covenants, which are more fully set forth in the Amendment attached to this report as Exhibit 10.1. In the event of a default under the Credit Agreement, as amended, all payments shall apply (after application to fees and costs in the manner originally set forth in the Credit Agreement) first to the MC Loan until it is paid in full, then to the other loans in the manner originally set forth in the Credit Agreement.

The description of the Amendment is qualified in its entirety by reference to the full text of such Amendment, a copy of which is filed herewith as Exhibit 10.1 and is incorporated by reference herein. A description of the Credit Agreement is set forth in the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 30, 2010.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 regarding the Amendment is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Amendment No. 1 to Credit Agreement, by and among the Company, Medley, Castlerigg and Medley Capital

Exhibit No. Description

10.1

Employment Agreement, dated June 24, 2011, by and between the Company and Edward McKenna, Jr.

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.

		Applied Natural Gas Fuels, Inc.
Date: March 18, 2011	By:	/s/ Cem Hacioglu
Date: July 8, 2011	By:	/s/ Cem Hacioglu
		Cem Hacioglu
		Chief Executive Officer

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