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

______________

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~February~~May 830, 2013

China Natural Gas, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-34373	98-0231607
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

19th Floor, Building B, Van Metropolis

35 Tang Yan Road, Hi-Tech Zone

Xian, Shaanxi Province, China 710065

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (86) 29-8832-3325

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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

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

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

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

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

Item 18.0301 ~~Bankruptcy~~Other ~~or Receivership~~Events.

OnAs ~~February~~previously 8disclosed by China Natural Gas, ~~2013~~Inc. (the “Company”), anon ~~Involuntary~~May 14, 2012 the Securities and Exchange Commission (“SEC”) filed a Complaint ~~Petition~~(the “Complaint”) in the U.S. District Court for ~~bankruptcy~~the Southern District of New York against Qinan Ji and the Company, captioned ~~entitled~~Securities Inand reExchange Commission v. China Natural Gas, Inc. and Qinan Ji (~~Case~~12 ~~No.~~CV ~~13-10419~~3824), ~~was~~(the ~~filed~~“SEC ~~against~~Action”). The ~~China~~SEC ~~Natural~~Action ~~Gas,~~alleged ~~Inc. (~~that the "Company") byviolated ~~three~~Section ~~creditors~~17(a)(2) of the ~~Company,~~Securities ~~namely~~Act ~~Abax~~of ~~Lotus~~1933 ~~Ltd.~~(“Securities Act”), and ~~Abax~~Sections ~~Nai~~10(b), ~~Xin~~13(a), 13(b)(2)(A ~~Ltd.~~), 13(b)(2)(B) and ~~Lake~~14(a) ~~Street~~of ~~Fund LP (~~the Securities Exchange Act of 1934 (“~~Petitioners~~Exchange Act”). (as ~~The~~well ~~petition~~as ~~was~~certain ~~filed~~rules inpromulgated ~~the~~under ~~United~~such ~~States~~sections), ~~Bankruptcy~~and ~~Court,~~that ~~Southern~~Mr. ~~District~~Ji violated Section 17(a) of ~~New~~the ~~York.~~Securities Act, Sections ~~The~~10(b), ~~Petitioners~~13(a), ~~have~~13(b)(2)(A), ~~claimed~~13(b)(2)(B), in13(b)(5) and 14(a) of the ~~Involuntary~~Exchange ~~Petition~~Act ~~that~~(as ~~they~~well ~~have~~as ~~debts~~certain ~~totaling~~rules ~~$42,218,956.88~~promulgated asunder asuch sections), ~~result~~Section 304 of the ~~Company’s failure~~Sarbanes toOxley ~~make~~Act ~~payments~~of on2002 ~~the~~and 5%aiding ~~Guaranteed~~and ~~Senior~~abetting ~~Notes~~certain ~~issued~~of inthe ~~2008~~Company’s alleged violations.

~~As previously~~The ~~disclosed~~SEC inAction ~~the~~further ~~Current~~alleged ~~Reports~~among ~~on Form 8-K filed by China Natural Gas, Inc. (the “Company”) with the Securities~~other ~~and~~things ~~Exchange Commission (the “SEC”) on December 31~~that, ~~2007~~in ~~and~~ January 292010, ~~2008,~~ the Company ~~entered~~made ~~into~~two-short aterm ~~Securities Purchase~~loans ~~Agreement~~totaling ~~with~~$14.3 ~~Abax~~million ~~Lotus Ltd~~($9.9 ~~(the~~million ~~“Investor”)~~to onTaoxiang ~~December~~Wang ~~30,~~and ~~2007 which was amended on January 29, 2008~~$4.4 ~~(the~~million ~~“SPA”). Pursuant~~ to ~~the~~a ~~SPA,~~real ~~the~~estate ~~Company~~company ~~issued~~called toShaanxi ~~the~~Juntai ~~Investor~~Housing 5%Purchase ~~Guaranteed~~Co. ~~Senior~~Ltd. ~~Notes due 2014~~ (~~the~~ “~~Senior Notes~~Juntai”) ~~in aggregate principal amount of RMB 145,000,000 (approximately US$20,000,000~~) onand ~~January~~disclosed ~~29,~~them ~~2008. Also, as previously~~in ~~disclosed~~its inperiodic ~~the~~reports ~~Current~~as ~~Report~~loans onmade ~~Form~~to ~~8-K~~unrelated ~~filed~~third byparties. ~~the~~The ~~Company with the~~ SEC onAction ~~March~~alleged ~~12,~~that ~~2008, also pursuant to~~ the ~~SPA,~~true ~~the Investor~~and ~~exercised~~undisclosed ~~its~~purpose ~~option to purchase an additional RMB145,000,000 in aggregate principal amount~~ of ~~Senior Notes. The Senior~~ ~~Notes~~the ~~were~~loans ~~issued~~was into ~~connection~~benefit ~~with~~a ~~the~~company ~~Indenture~~called ~~dated~~Xi’an asDemaoxing ofReal ~~January~~Estate 29Co., ~~2008~~Ltd. (~~the~~ “~~Indenture~~Demaoxing”)., ~~The~~and ~~aggregate~~that ~~principal~~Demaoxing ~~amount~~was of90% ~~the~~owned ~~Senior~~by ~~Notes~~Mr. atJi’s ~~issuance~~son ~~was~~and ~~RMB290,000,000~~10% ~~(approximately~~owned ~~US$40,000,000)~~by Mr. In ~~addition,~~Ji’s ~~the~~nephew. ~~Company~~The ~~agreed~~SEC ~~to issue~~Action tofurther ~~the~~alleged ~~Investor~~that ~~seven-year~~Taoxiang ~~warrants~~Wang ~~(the~~was a ~~“Warrants”)~~sham ~~exercisable~~borrower ~~for~~selected up to ~~2,900,000~~conceal ~~shares of the Company~~Demaoxing’s ~~common~~ ~~stock~~receipt atof anthe ~~initial~~loan ~~exercise~~proceeds ~~price~~and ~~equal~~that toJuntai ~~$7.3652~~was ~~per~~Demaoxing’s ~~share (subject to adjustment) pursuant to the Warrant Agreement~~business ~~dated~~partner ~~January 29, 2008 (the “Warrant Agreement”) by~~ and ~~among~~borrowed the ~~Warrant~~money ~~Agent~~to ~~and~~undertake ~~Warrant Registrar as~~ a ~~holder of~~joint ~~the~~real ~~Warrants~~estate ~~(as~~project ~~defined~~with ~~therein)~~Demaoxing.

~~Also~~The asforegoing ~~previously~~summary ~~disclosed~~of in the ~~Company~~ SEC’s ~~Current Report on Form 8-K filed with the Securities and Exchange Commission on September 11, 2012, that the holders~~ ofallegations ais ~~majority~~not ~~of the Senior Notes (the “Holders”) notified the Company on August 21~~complete, ~~2012~~and ~~(the~~is ~~“Default~~subject ~~Notice”) that the Company was~~ in ~~default~~its ofentirety ~~the Senior Notes for failure~~ to ~~make~~ the ~~interest~~full ~~payment~~text ~~due and a mandatory redemption~~ of ~~the~~ ~~Senior Notes on July 30, 2012 (~~the ~~“Default”). In the notice~~Complaint, ~~the~~a ~~Holders~~copy ~~also~~of ~~demanded~~which ~~that~~is ~~the~~filed ~~Company~~as ~~make all~~Exhibit ~~payments~~99.1 ~~due as of July 30~~hereto, ~~2012 under the Senior Notes to avoid acceleration of all payments under the Senior Notes~~ and ~~foreclosure of~~is ~~collaterals~~incorporated ~~pledged~~herein toby ~~secure the Senior Notes~~reference.

OnThe ~~September~~Company 5,previously ~~2012,~~disclosed ~~the~~in ~~Company received~~its ~~another~~disclosure ~~notice~~filed ~~from~~under ~~the~~Item ~~Holders~~4.02. ~~that~~Non-Reliance ~~the~~on ~~Holders~~Previously ~~elected~~Issued toFinancial ~~exercise~~Statements ~~their~~or ~~right~~a toRelated ~~accelerated~~Audit ~~payment~~Report ofor ~~the Senior Notes as~~Completed aInterim ~~result~~Review, of ~~the~~its ~~continued~~Current ~~Default~~Report ~~(the~~filed ~~“Acceleration~~on ~~Notice”).~~Form ~~The~~8-K ~~immediate~~on ~~acceleration~~September of21, ~~all~~2011, ~~amounts~~in ~~owing~~pertinent ~~under the Senior Notes totals approximately RMB249~~part,~~450,516.~~ that:

~~Further~~The Company’s Board of Directors has concluded that the Company’s unaudited interim financial statements for the three months ended March 31, 2010 (included in the Company’s Quarterly Report on ~~September~~Form 10-Q/A filed with the Securities and Exchange Commission (the “SEC”) on October 1, ~~2012~~2010), unaudited interim financial statements for the ~~Company~~ ~~received~~six amonths ~~demand~~ended ~~notice~~June ~~from~~30, 2010 (included in the ~~Holders~~Company’s ~~legal~~Quarterly ~~counsel~~ Report on ~~behalf~~Form of10-Q/A filed with the ~~Holder~~SEC on October 1, 2010), unaudited interim financial statements for the ~~payment~~nine ofmonths ~~all~~ended ~~amounts owing~~September ~~under~~30, 2010 (included in the ~~Senior~~Company’s ~~Notes~~Quarterly (Report on Form 10-Q filed with the ~~“Demand~~SEC ~~Notice”)~~on ~~within~~November 15, ~~days~~2010), ~~from~~and ~~the~~audited ~~date~~financial statements offor the ~~Demand~~fiscal ~~Notice.~~year ~~The~~ended ~~Demand~~December ~~Notice~~31, ~~stated that~~2010 if(included in the Company’s ~~failed~~Annual toReport ~~meet~~on Form 10-K/A filed with the ~~demand~~SEC on June 14, 2011) (collectively, the ~~Holders~~“Subject ~~intend~~Financial Statements”), should no longer be relied upon due to a ~~pursue~~failure ~~all~~to ofcorrectly ~~its~~disclose ~~legal~~as ~~rights~~a ~~under~~related ~~the~~party transaction ~~documents, including,~~the ~~without~~Wang ~~limitation:~~Loan (defined below) previously disclosed in the Subject Financial Statements.…

·Xi’an ~~requiring~~Demaoxing ~~the~~Real ~~Trustee~~Estate toCo., ~~initiate~~Ltd. ~~suit~~(“Demaoxing”) was formed in ~~the~~November ~~courts~~2007 ofby ~~New~~relatives ~~York~~of ~~with~~Mr. ~~respect~~Qinan toJi, the Company’s ~~failure~~Chief toExecutive ~~pay~~Officer ~~the~~and ~~entire~~Chairman ~~amount~~of ~~due~~the toCompany’s Board of Directors (the ~~Holders~~“Demaoxing ~~under~~Promoters”). In ~~the~~January ~~Senior~~2010, ~~Notes;~~Shaanxi ·Xilan ~~Initiating~~Natural ~~involuntary~~Gas ~~bankruptcy~~Equipment ~~proceedings~~Co., Ltd. ~~with~~(“Shaanxi ~~respect~~Xilan”), toone of the Company’s ~~under~~major subsidiaries, extended a loan of US$9,858,240 to Ms. Taoxiang Wang (the U“Wang Loan”), who obtained a 40% ownership interest in Demaoxing on January 21, 2010.S Ms. ~~Federal~~Taoxiang Wang ~~Bankruptcy~~used ~~Code;~~her ·40% ~~Initiating~~ownership ~~arbitration~~interest in ~~Hong~~Demaoxing ~~Kong~~and ~~against~~its ~~the~~assets ~~Company~~as collateral for ~~breaches~~the ofWang ~~the~~Loan. ~~Company’s~~On ~~obligations~~January ~~under~~26, 2010, the ~~SPA;~~Wang Loan ·funds ~~exercising~~were ~~its~~remitted ~~rights~~by ~~under~~ the ~~Warrant~~Shaanxi ~~Agreement~~Xilan to ~~require~~an ~~the~~account ~~redemption~~ of ~~all~~Demaoxing. Also ~~Warrants~~in ~~held~~January by2010, itXi’an atXilan ~~the~~Natural Gas ~~Redemption~~Co., ~~Price~~Ltd. (as“Xi’an ~~defined therein~~Xilan”);, ~~and~~the ·variable ~~all~~interest ~~other~~entity ~~rights~~of ~~under~~Shaanxi ~~the~~Xilan, ~~transaction~~extended ~~documents~~another ~~relating~~loan of US$4,401,000 to ~~the~~Shaanxi ~~Senior~~Juntai ~~Notes~~Housing inPurchase ~~relation~~Ltd. to(“Juntai”) (the ~~Default~~“Juntai Loan”) (together with the Wang Loan, the “Loans”), which ~~may~~obtained ~~include,~~a ~~foreclosing~~30% ownership interest in Demaoxing on ~~the~~January ~~security~~21, 2010. Juntai used an individual guarantee and its 30% ownership interest in ~~65%~~Demaoxing ofand ~~all~~its ~~outstanding~~assets ~~equity~~as ~~interest~~collateral for the Juntai Loan. Xi’an Xilan remitted the Juntai Loan funds to an account designated by Juntai on January 8, 2010 and January 11, 2010. Management of the Company’s ~~wholly~~believed ~~owned~~that ~~subsidiary~~the Loans were adequately secured by collateral. On January 21, ~~Shaanxi~~2010, ~~Xilan~~the ~~Natural~~Demaoxing ~~Gas~~Promoters also ~~Equipment~~transferred 30% of their ownership interests in Demaoxing to Shaanxi Rongxin Real Estate Co., Ltd., ~~and~~(“Rongxin”). The Board ~~all~~of ~~funds~~Directors inhas determined that the ~~account~~Demaoxing ~~where~~Promoters ~~the~~retained ~~proceeds~~indirect ~~from~~beneficial interests in Demaoxing after transferring their ownership interests and thus the ~~Senior~~Wang ~~Notes~~Loan ~~were~~was ~~deposited~~a related party transaction.

InThe Company’s Board of Directors was not notified ~~addition~~of tothe extension of the ~~demands~~Loans ~~disclosed~~by ~~above~~the Company, ~~the~~and ~~Holders~~did ~~have~~not ~~also~~approve ~~asserted~~the ~~that~~Loans. byUpon ~~virtue~~learning of the ~~Default~~existence of the ~~Company~~Loans isin ~~obliged~~April 2010, tothe Board of Directors required that the Loans be immediately repaid. In April 2010, Demaoxing repaid the principal ~~redeem~~of the ~~Warrants~~Wang Loan and ~~pay~~made toan ~~the~~interest ~~Holders~~payment of US$17140,722, settling the Wang Loan in full.5 In ~~million~~May 2010, the principal of the Juntai Loan was repaid together with an interest payment of US$87,923, settling the Juntai Loan in full.

~~The foregoing~~By ~~descriptions~~way ~~do not purport to be a complete description~~ of ~~the~~clarification ~~terms~~ of ~~the SPA, the Indenture, the Senior Notes, the~~Company’s ~~Warrants,~~earlier ~~the Warrant Agreement~~disclosure, the ~~Default~~Board ~~Notice,~~believes ~~the~~that ~~Acceleration~~both ~~Notice,~~ the ~~Demand~~Wang ~~Notice~~Loan and ~~other related agreements and documents, and~~ the ~~above~~Juntai ~~description~~Loan iswere ~~qualified~~related inparty ~~its entirety by the terms of the definitive documents or forms thereof which are attached as exhibits to this Current Report on Form 8-K, and which are incorporated by reference~~transactions.

~~The Company~~In ~~disputes~~addition, the ~~amount~~Company ~~allegedly~~previously ~~owed, and has been~~ disclosed in ~~negotiation~~its ~~with~~disclosure ~~the~~filed ~~Holders~~under ~~but~~Item ~~has not able to come to a resolution with the Holders~~8.01 AsOther ~~disclosed above~~Events, onMaterial ~~February~~Weaknesses 8,and ~~2013~~Remediation, ~~the~~of ~~Holders~~that ~~initiated~~same ~~involuntary~~Current ~~bankruptcy~~Report ~~proceedings with~~filed ~~respect~~on toForm ~~the~~8-K ~~Company~~on ~~under~~September ~~the~~21, ~~U.S.~~2011 ~~Federal~~that, ~~Bankruptcy~~among ~~Code.~~other ~~The Company intends to oppose the petition.~~things:

~~Item~~The 9Board of Directors and management of the Company believe that the unauthorized entry into a related party transaction and the failure to disclose it as such, as well as the extension of the [Wang and Juntai Loans] without notice to or approval by the Board of Directors, evidence material weaknesses in the Company's internal controls over financial reporting and disclosure controls in place at the time the Loans were made.~~01:~~ ~~Financial~~In response ~~Statements~~to these findings and ~~Exhibits~~in support of the Company’s efforts to improve its internal controls over financial reporting and disclosure controls, the Board of Directors has directed the Company to undertake remediation measures, [which included replacement] of Mr. Qinan Ji as Chief Executive Officer of the Company….

1.1	Securities Purchase Agreement, dated December 30, 2007 (incorporated by reference to exhibit filed with a Current Report on 8-K filed on December 31, 2007)
1.2	Amendment to the Securities Purchase Agreement, dated January 29, 2008, by and among the Company, its subsidiaries and Abax Lotus Ltd. 2014 (incorporated by reference to exhibit filed with a Current Report on 8-K filed on January 31, 2008)
4.1	Indenture, dated January 29, 2008, by and among the Company and DB Trustees (Hong Kong) Limited, as trustee, relating to the 5.00% Guaranteed Senior Notes due 2014 (incorporated by reference to exhibit filed with a Current Report on 8-K filed on January 31, 2008)
4.2	Onshore Share Pledge Agreement, dated January 29, 2008, over 65% of the Company’s equity interest in Shaanxi Xilan Natural Gas Equipment Co., Ltd., between the Company and DB Trustees (Hong Kong) Limited, as security agent (incorporated by reference to exhibit filed with a Current Report on 8-K filed on January 31, 2008)
4.3	Account Pledge and Security Agreement, dated January 29, 2008, by and between the Company and DB Trustees (Hong Kong) Limited as Security Agent (incorporated by reference to exhibit filed with a Current Report on 8-K filed on January 31, 2008)
4.4	Warrant Agreement, dated January 29, 2008, by and among the Company, Mr. Qinan Ji, Deutsche Bank AG, Hong Kong Branch as Warrant Agent and Deutsche Bank Luxembourg S.A. as Warrant Agent (incorporated by reference to exhibit filed with a Current Report on 8-K filed on January 31, 2008)
99.1	Default Notice dated August 21, 2012 (incorporated by reference to exhibit filed with a Current Report on 8-K filed on September 11, 2012).
99.2	Acceleration Notice dated September 5, 2012 (incorporated by reference to exhibit filed with a Current Report on 8-K filed on September 11, 2012).
99.3	Demand Notice dated September 10, 2012 (incorporated by reference to exhibit filed with a Current Report on 8-K filed on September 11, 2012).

The Board of Directors sought the resignation of Mr. Ji as Chief Executive Officer because of his involvement in the Wang and Juntai loans without notice to or approval by the Board of Directors.

~~SIGNATURES~~The Company submitted an offer to the SEC in an effort to settle the SEC Action. Without admitting or denying any allegations against it, the Company offered to consent to the entry of a court order that: (a) permanently restrains and enjoins the Company from future violations of Section 17(a)(2) of the Securities Act and Sections 13(a), 13(b)(2)(A), 13(b)(2)(B), and 14(a) of the Exchange Act and Rules 12b-20, 13a-1, 13a-11, 13a-13, and 14a-9 thereunder; and (b) orders the Company to pay an aggregate civil penalty in the amount of $815,000 pursuant to Section 20(d) of the Securities Act and Section 21(d)(3) of the Exchange Act.

~~Pursuant~~Mr. Ji submitted an offer of settlement to the ~~requirements~~SEC in an effort to settle the SEC Action. Without admitting or denying any allegations against him, Mr. Ji agreed to consent to the entry of a court order that: (a) permanently restrains and enjoins Mr. Ji from violations of Section 17 of the Securities Act and Sections 10(b), 13(b)(5), and 14(a) of the Exchange Act and Rules 10b-5, 13a-14, 13b2-1, 13b2-2, and 14a-9 thereunder, and Section 304 of ~~1934~~the Sarbanes-Oxley Act of 2002, and from aiding and abetting violations of Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the ~~registrant~~Exchange Act and Rules 12b-20, 13a-1, 13a-11, and 13a-13 thereunder; (b) orders Mr. Ji to reimburse China Natural Gas, Inc. $77,479 (payable in Chinese currency to a subsidiary of the Company) pursuant to Section 304 of the Sarbanes-Oxley Act of 2002; (c) orders Mr. Ji to pay a civil penalty in the amount of $100,000 pursuant to Section 20(d) of the Securities Act and Section 21(d)(3) of the Exchange Act; and (d) bars Mr. Ji from acting as an officer or director of any issuer that has ~~duly~~a ~~caused~~class of ~~this~~securities ~~report~~registered pursuant to beSection ~~signed~~12 onof ~~its~~the ~~behalf~~Exchange byAct, or that is required to file reports pursuant to Section 15(d) of the ~~undersigned~~Exchange ~~hereunto~~Act ~~duly~~for ~~authorized~~a period of ten years following the date of entry of the final judgment.

	CHINA NATURAL GAS, INC.
Date: February 14, 2013	/s/ Shuwen Kang
	Shuwen Kang
	Chief Executive Officer

The SEC accepted the Company’s and Mr. Ji’s offers of settlement on May 30, 2013. On June 3, 2013, the offers of settlement were submitted to the United States District Court of Southern District of New York for its consideration.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Exhibit

99.1		Complaint in the matter of Securities and Exchange Commission v. China Natural Gas, Inc. and Qinan Ji

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.

	CHINA NATURAL GAS, INC.

Date: June 5, 2013	/s/ Shuwen Kang
	Shuwen Kang
	Chief Executive Officer

Filing Compare · China Natural Gas, Inc.