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

 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))

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

The Huber Asset Acquisition Transaction

On February 3, 2011, High Plains Gas, Inc. (the "Company") entered into a Purchase and Sale Agreement (the "Purchase Agreement") between the Company and J.M. Huber Corporation ("Huber") to acquire Huber's natural gas assets located in Wyoming's Powder River Basin (partially described below and more fully described in the Purchase Agreement.

The purchase price for the Huber assets is $35,000,000 (subject to certain adjustments as set forth in the agreement). Upon execution of the Purchase Agreement, the Company delivered $1,000,000 as a deposit and is required to deliver an additional $1,000,000 deposit on or before February 20, 2011.

Closing of the transaction in the Purchase Agreement is scheduled for March 15, 2011. The Company has up to seven days prior to Closing to complete its due diligence examination of the Huber assets. The Purchase Agreement provides for various remedies to irregularities determined in that examination to resolve potential issues, as well as limitations on potential damages for certain defects. The Company is required to meet certain bonding requirements to complete the closing.

There is no relationship between the Company or any director or officer of the Company, or any associate of any such Director or officer, and any person representing Huber.

Description of the Assets

This acquisition of coal bed methane properties represents significant gas production as well as resource base and land position, encompassing approximately 313,600 net operated acres.

The acquisition includes the operational capacities including flow lines, transportation rights and production wells (both active and idle). The transaction also includes approximately 150,000 net acres of "deep rights" for oil production.

Asset Highlights

- Current Production: ~51,200 Mcfpd - Net from ~1,735 active wells (~90%
 Operated)

- Acreage Position: 313,600 Net Acres (nearly 55% undeveloped)
- Average Working Interest: 93.6%
- Average Net Revenue Interest: 75.9%

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
High Plains Gas, Inc. includes by reference the following exhibits:
10.1 Purchase and Sale Agreement between J.M. Huber Corporation and High Plains Gas, Inc. dated February 2, 2011

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.

Date: February 9, 2011 By: sMark D. Hettinger
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 Name: Mark D. Hettinger
 Title: Chairman
 Principal Executive Officer


Date: February 9, 2011 By: sJoe Hettinger
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 Name: Joe Hettinger
 Title: CFO and Director
 Principal Financial Officer