Attached files
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| EXCEL - IDEA: XBRL DOCUMENT - Sylios Corp | Financial_Report.xls |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2011
¨ TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________ TO __________
COMMISSION FILE NUMBER: 333-154799
US NATURAL GAS CORP
(Name of registrant in its charter)
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Florida
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26-2317506
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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1717 Dr. Martin Luther King Jr. St. N, St Petersburg, FL 33704
(Address of principal executive offices) (Zip Code)
Issuer’s telephone Number: (727) 824-2800
Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The number of shares of registrant’s common stock outstanding as of August 19, 2011 was 303,473,329
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Explanatory Note
The purpose of this Amendment No. 1 (the "Amendment") to US Natural Gas Corp's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011, filed with the Securities Exchange Commission on August 22, 2011 (the "Form 10-Q), is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulations S-T. Exhibit 101 to this report provides the condensed consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).
No other changes have been made to the Form 10-Q. This Amendment speaks as the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
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ITEM 6. EXHIBITS
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3.1
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Articles of Incorporation (filed with Form S-1 (File No. 333-154799) on October 29, 2008 and incorporated by reference).
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3.2
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Articles of Incorporation (amended and restated) (filed with Form S-1/A (File No. 333-154799) on December 9, 2008 and incorporated by reference).
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3.3
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By-Laws (filed with Form S-1/A (File No. 333-154799) on December 9, 2008 and incorporated by reference).
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3.4
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Amended and Restated Articles of Incorporation filed with the Florida Department of State Division of Corporations on October 21, 2009 (Previously filed on the Current Report on Form 8-K with the SEC on October 28, 2009).
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3.5
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Amended Articles of Incorporation filed with the Florida Department of State Division of Corporations on March 19, 2010 (Previously filed on the Annual Report on Form 10-K with the SEC on April 8, 2011).
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3.6
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Articles of Merger filed with the Florida Department of State Division of Corporations on May 27, 2010 (Previously filed on the Annual Report on Form 10-K with the SEC on April 8, 2011).
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3.7
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Amended Articles of Incorporation filed with the Florida Department of State Division of Corporations on April 18, 2011 (Previously filed on the Quarterly Report on Form 10-Q with the SEC on May 23, 2011).
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3.8*
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Amended Articles of Incorporation filed with the Florida Department of State Division of Corporations on August 3, 2011
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10.10
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Employment Agreement between Wayne Anderson and Adventure Energy, Inc. dated as of April 1, 2009 (Previously filed with Current Report on Form 8-K filed with the SEC on July 7, 2009).
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10.11
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Employment Agreement between Jim Anderson and Adventure Energy, Inc. dated as of April 1, 2009 (Previously filed with Current Report on Form 8-K filed with the SEC on July 7, 2009).
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10.12
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Lender Acquisition Agreement dated as of September 4, 2009 among Adventure Energy. Inc., SLMI Holdings, LLC and SLMI Options, LLC (Previously filed with Current Report on Form 8-K filed with the SEC on September 11, 2009).
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10.13
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Securities Purchase Agreement between Tangiers Investors, LP and Adventure Energy, Inc. dated as of September 24, 2009 (Previously filed on the Quarterly Report on Form 10-Q with the SEC on November 16, 2009).
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10.14
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Pledge and Escrow Agreement among Atlas Capital Partners, LLC, Adventure Energy Inc. and Atlas Capital Partners, LP, as escrow agent, dated as of September 24, 2009 (Previously filed on the Quarterly Report on Form 10-Q with the SEC on November 16, 2009).
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10.15
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Debenture Securities Purchase Agreement between Atlas Capital Partners, LLC and Adventure Energy, Inc. (Previously filed on the Quarterly Report on Form 10-Q with the SEC on November 16, 2009).
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10.16
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Securities Purchase Agreement by and among, E 2 Investments, LLC and Harlis Trust dated as of November 10, 2009. (Previously filed on the Quarterly Report on Form 10-Q with the SEC on November 16, 2009).
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10.17
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Secured Convertible Debenture issued to Atlas Capital Partners, LLC (Previously filed on the Quarterly Report on Form 10-Q with the SEC on November 16, 2009).
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10.18
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Security Agreement between Adventure Energy, Inc. and Atlas Capital Partners, LLC (Previously filed on the Quarterly Report on Form 10-Q with the SEC on November 16, 2009).
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10.19
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Consent Order issued to E 3 Petroleum Corp by the West Virginia Department of Environmental Protection Office of Oil & Gas dated as of May 5, 2010 (Previously filed on the Quarterly Report on Form 10-Q with the SEC on August 16, 2010).
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10.20
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Convertible Promissory Note between Asher Enterprises, Inc. and US Natural Gas Corp dated as of June 18, 2010 (Previously filed on the Quarterly Report on Form 10-Q with the SEC on August 16, 2010).
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3
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10.21
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Securities Purchase Agreement between Asher Enterprises, Inc. and US Natural Gas Corp dated as of June 18, 2010 (Previously filed on the Quarterly Report on Form 10-Q with the SEC on August 16, 2010).
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10.22
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Consulting Agreement between Del Mar Corporate Consulting, LLC and US Natural Gas Corp dated as of July 9, 2010 (Previously filed on the Quarterly Report on Form 10-Q with the SEC on August 16, 2010).
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10.23
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Employment Agreement between Chuck Kretchman and US Natural Gas Corp dated as of July 15, 2010 (Previously filed on the Quarterly Report on Form 10-Q with the SEC on August 16, 2010).
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10.24
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Convertible Promissory Note between Asher Enterprises, Inc. and US Natural Gas Corp dated as of July 30, 2010 (Previously filed on the Quarterly Report on Form 10-Q with the SEC on August 16, 2010).
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10.25
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Securities Purchase Agreement between Asher Enterprises, Inc. and US Natural Gas Corp dated as of July 30, 2010 (Previously filed on the Quarterly Report on Form 10-Q with the SEC on August 16, 2010).
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10.26
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Convertible Promissory Note between Caesar Capital Group, LLC and US Natural Gas Corp dated as of August 6, 2010 (Previously filed on the Quarterly Report on Form 10-Q with the SEC on August 16, 2010).
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10.27
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Amendment to Common Stock Purchase Warrant Agreement between Caesar Capital Group, LLC and US Natural Gas Corp dated as of August 6, 2010. (Previously filed on the Quarterly Report on Form 10-Q with the SEC on November 15, 2010).
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10.28
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Amendment to Common Stock Purchase Warrant Agreement between ARRG Corp and US Natural Gas Corp dated as of August 6, 2010 (Previously filed on the Quarterly Report on Form 10-Q with the SEC on November 15, 2010).
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10.29
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Convertible Promissory Note between ARRG Corp and US Natural Gas Corp dated as of August 6, 2010 (Previously filed on the Quarterly Report on Form 10-Q with the SEC on August 16, 2010).
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10.30
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Common Stock Purchase Warrant Agreement between Caesar Capital Group, LLC and US Natural Gas Corp dated as of August 6, 2010 (Previously filed on the Quarterly Report on Form 10-Q with the SEC on August 16, 2010).
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10.31
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Common Stock Purchase Warrant Agreement between ARRG Corp and US Natural Gas Corp dated as of August 6, 2010 (Previously filed on the Quarterly Report on Form 10-Q with the SEC on August 16, 2010).
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10.32
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Convertible Promissory Note between Caesar Capital Group, LLC and US Natural Gas Corp dated as of September 7, 2010 (Previously filed on the Quarterly Report on Form 10-Q with the SEC on November 15, 2010).
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10.33
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Common Stock Purchase Warrant Agreement between Caesar Capital Group, LLC and US Natural Gas Corp dated as of September 7, 2010 (Previously filed on the Quarterly Report on Form 10-Q with the SEC on November 15, 2010).
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10.34
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Convertible Promissory Note between Asher Enterprises, Inc. and US Natural Gas Corp dated as of October 8, 2010 (Previously filed on the Quarterly Report on Form 10-Q with the SEC on November 15, 2010).
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10.35
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Securities Purchase Agreement between Asher Enterprises, Inc. and US Natural Gas Corp dated as of October 8, 2010 (Previously filed on the Quarterly Report on Form 10-Q with the SEC on November 15, 2010).
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10.36
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Amendment to Securities Purchase Agreement dated November 10, 2009 by and between E 2 Investments, LLC and Harlis Trust dated December 20, 2010 (Previously filed with Current Report on Form 8-K filed with the SEC on December 22, 2010).
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4
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10.37
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Convertible Promissory Note between Asher Enterprises, Inc. and US Natural Gas Corp dated as of January 19, 2011(Previously filed on the Annual Report on Form 10-K with the SEC on April 8, 2011).
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10.38
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Securities Purchase Agreement between Asher Enterprises, Inc. and US Natural Gas Corp dated as of January 19, 2011(Previously filed on the Annual Report on Form 10-K with the SEC on April 8, 2011).
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10.39
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Consulting Agreement between E 2 Investments, LLC and Fitt Highway Products, Inc. dated as of January 24, 2011(Previously filed on the Annual Report on Form 10-K with the SEC on April 8, 2011).
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10.40
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Convertible Promissory Note between Asher Enterprises, Inc. and US Natural Gas Corp dated as of February 3, 2011(Previously filed on the Annual Report on Form 10-K with the SEC on April 8, 2011).
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10.41
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Securities Purchase Agreement between Asher Enterprises, Inc. and US Natural Gas Corp dated as of February 3, 2011(Previously filed on the Annual Report on Form 10-K with the SEC on April 8, 2011).
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10.42
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Articles of Termination and Articles of Dissolution filed for B.T.U. Pipeline, Inc with the Tennessee Secretary of State dated March 4, 2011(Previously filed on the Annual Report on Form 10-K with the SEC on April 8, 2011).
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10.43
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Term Sheet between Madison Brothers Investments, LLC and US Natural Gas Corp dated March 16, 2011(Previously filed on the Annual Report on Form 10-K with the SEC on April 8, 2011).
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10.44
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Convertible Promissory Note between Tangiers Investors, LP and US Natural Gas Corp dated as of May 3, 2011. (Previously filed on the Quarterly Report on Form 10-Q with the SEC on May 23, 2011).
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10.45
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Security Agreement between Tangiers Investors, LP and US Natural Gas Corp dated as of May 3, 2011. (Previously filed on the Quarterly Report on Form 10-Q with the SEC on May 23, 2011).
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10.46
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Common Stock Purchase Warrant Agreement between Tangiers Investors, LP and US Natural Gas Corp dated as of May 3, 2011. (Previously filed on the Quarterly Report on Form 10-Q with the SEC on May 23, 2011).
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10.47
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Common Stock Purchase Warrant Agreement between Tangiers Investors, LP and US Natural Gas Corp dated as of May 3, 2011. (Previously filed on the Quarterly Report on Form 10-Q with the SEC on May 23, 2011).
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10.48*
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Convertible Promissory Note between Tangiers Investors, LP and US Natural Gas Corp dated as of July 11, 2011.
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10.49*
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Common Stock Purchase Warrant Agreement between Tangiers Investors, LP and US Natural Gas Corp dated as of July 20, 2011.
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10.50*
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Convertible Promissory Note between Tangiers Investors, LP and US Natural Gas Corp dated as of August 4, 2011
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10.51*
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Convertible Promissory Note between Asher Enterprises, Inc. and US Natural Gas Corp dated as of August 5, 2011.
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10.52*
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Securities Purchase Agreement between Asher Enterprises, Inc. and US Natural Gas Corp dated as of August 5, 2011
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10.53*
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Asset Purchase Agreement between Madison Brothers Investments, LLC and US Natural Gas Corp dated May 16, 2011.
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21.1
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List of Subsidiaries (Previously filed on the Annual Report on Form 10-K with the SEC on April 8, 2011).
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31.1*
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Certification of Principal Executive Officer pursuant to Section 302 the Sarbanes-Oxley Act of 2002.
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31.2*
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Certification of Principal Financial Officer pursuant to Section 302 the Sarbanes-Oxley Act of 2002.
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32.1*
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Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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32.2*
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Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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101.INS**
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Xbrl Instance Document
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101.SCH**
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Xbrl Taxonomy Extension Schema Document
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101.CAL**
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Xbrl Taxonomy Extension Calculation Linkbase Document
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101.DEF**
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Xbrl Taxonomy Extension Definition Linkbase Document
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101.LAB**
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Xbrl Taxonomy Extension Labels Linkbase Document
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101.PRE**
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Xbrl Taxonomy Extension Presentation Linkbase Document
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_______________
* These exhibits were previously included or incorporated by reference in US Natural Gas Corp's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011, filed with the Securities Exchange Commission on August 22, 2011.
** The XBRL related information in Exhibit 101 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
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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, thereunto duly authorized.
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US Natural Gas Corp
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Date: September 15, 2011
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By:
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/s/ Wayne Anderson
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Wayne Anderson
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President and Director
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(Principal Executive Officer)
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By:
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/s/ Jim Anderson
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Vice President and Director
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By:
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/s/ Chuck Kretchman
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Chief Financial Officer
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(Principal Financial Officer)
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