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): August 18,
2009
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UNITED
STATES NATURAL GAS FUND, LP
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(Exact
name of registrant as specified in its charter)
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Delaware
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001-33096
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20-5576760
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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1320
Harbor Bay Parkway, Suite 145
Alameda,
California 94502
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(Address
of principal executive offices) (Zip Code)
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Registrant's
telephone
number,
including area
code
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(510)
522-3336
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Not
Applicable
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(Former
name or former address, if changed since last report)
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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
communication 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
8.01. Other Events.
Attached
as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by
reference are the audited Consolidated Financial Statements of United States
Commodity Funds LLC (the “General Partner”), the general partner of the United
States Natural Gas Fund, LP (the “Registrant”), for the six-month period ending
June 30, 2009 and a restatement of the audited Consolidated Financial Statements
of the General Partner for the fiscal year ended December 31, 2008. The audited
Consolidated Financial Statements of the General Partner were restated to
accurately reflect the accounting for income taxes of the General Partner after
its management concluded that there were errors associated with the accounting
for income taxes. Although the General Partner was formed as a
single-member limited liability company, which is a disregarded entity for
federal income tax purposes, it filed an election with the Internal Revenue
Service to be treated as an association taxable as a corporation. As
a result of the error in accounting for income taxes as a single-member limited
liability company rather than as a corporation, certain items including the
income tax payable, member distributions, income tax provision (benefit) and due
from and to the General Partner’s parent have been restated for the fiscal year
ending December 31, 2008. The cumulative effect from the error on
member’s equity of the General Partner as of December 31, 2007 was
$(140,441). The significant effects of the restatement are included
in Note 9 to the General Partner’s consolidated financial
statements.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
23.1
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Consent
of Independent Registered Public Accounting Firm, which is incorporated by
reference into the Registration Statement on Form S-3 (Registration No.
333-159772).
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Exhibit
99.1
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Audited
Consolidated Financial Statements of the General Partner for the six-month
period ending June 30, 2009 and the fiscal year ended December 31,
2008.
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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.
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UNITED
STATES NATURAL GAS FUND, LP
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By:
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United
States Commodity Funds LLC, its general partner
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Date: August
18, 2009
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By:
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/s/
Howard Mah
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Name:
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Howard
Mah
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Title:
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Chief
Financial Officer
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