UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K
AMENDMENT NO. 1

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

Date of Amendment (Date of Original Report)
FEBRUARY 7, 2011 (DECEMBER 1, 2010)

Nevada 333-125068 26-3633813
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)

Registrant's telephone number, including area code: (307) 686-5030

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:

[ ] 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))

EXPLANATORY NOTE

High Plains Gas, Inc. ("the Company") is filing this Amendment No. 1 to Form 8-K to amend its Current Report on Form 8-K filed on December 1, 2010 to include the audited revenue and direct operating expenses for the North and South Fairway Acquisition Properties for the years ending December 31, 2008 and 2009 and the unaudited pro forma condensed combined financial statements of the Company for the year ended December 31, 2009 and the nine months ended September 30, 2010.

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

As previously reported by the Company in its Current Report on Form 8-K filed with the Securities and Exchange Commission on December 1, 2010, on November 19, 2010 the Company's subsidiary CEP Purchase-M LLC ("CEP") completed the acquisition of the North and South Fairway Acquisition Properties.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial statements of business acquired

The following financial statements of North and South Fairway Acquisition Properties are filed hereto as exhibit 99.1:

- Audited statements of revenues and direct operating expenses for the years ended December 31, 2008 and 2009
- Unaudited statements of revenues and direct operating expenses for the nine months ended September 30, 2009 and 2010.
- Notes to the Statements of Revenues and Direct Operating Expenses

(b) Pro forma financial statements

Unaudited pro forma condensed financial statements of the Company for the year ended December 31, 2009 and the nine months ended September 30, 2010.

99.1 Statements of revenues and direct operating expenses of the North and South Fairway Acquisition Properties for the years ended December 31, 2008 and 2009, and for the nine months ended September 30, 2009 and 2010.

99.2 Unaudited pro forma condensed financial statements of the Company for the year ended December 31, 2009 and the nine months ended September 30, 2010.

SIGNATURE

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.

Dated this 7th day of February, 2011

HIGH PLAINS GAS, INC.

BY: s Mark D. Hettinger
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Mark D. Hettinger, Chief Executive Officer,
Principal Executive Officer and a Member of
the Board of Directors.