0001013762-11-002040.txt : 20110803 0001013762-11-002040.hdr.sgml : 20110803 20110803165105 ACCESSION NUMBER: 0001013762-11-002040 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110802 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110803 DATE AS OF CHANGE: 20110803 FILER: COMPANY DATA: COMPANY CONFORMED NAME: US NATURAL GAS CORP CENTRAL INDEX KEY: 0001448695 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 262317506 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-154799 FILM NUMBER: 111007485 BUSINESS ADDRESS: STREET 1: 1717 DR MARTIN LUTHER KING JR ST N CITY: ST. PETERSBURG STATE: FL ZIP: 33704 BUSINESS PHONE: 727-482-1505 MAIL ADDRESS: STREET 1: 1717 DR MARTIN LUTHER KING JR ST N CITY: ST. PETERSBURG STATE: FL ZIP: 33704 FORMER COMPANY: FORMER CONFORMED NAME: Adventure Energy, Inc. DATE OF NAME CHANGE: 20081024 8-K 1 form8k.htm US NATURAL GAS CORP FORM 8-K form8k.htm
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):  August 2, 2011


US Natural Gas Corp
(Exact Name of Registrant as Specified in its Charter)
 
 Florida
 333-154799 
 26-2317506
 (State of Incorporation)   
(Commission File Number)  
(IRS Employer ID)
 
1717 Dr. Martin Luther King Jr. St. N, St. Petersburg, FL 33704
 (Address of principle executive offices)

(727) 824-2800
(Registrant’s telephone number, including area code)

N/A
(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 Instructions 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))




 
1
 
 
Item 5.03
Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

On August 2, 2011, the Board of Directors authorized and shareholders holding a majority of our outstanding voting capital stock (the “Majority Shareholders”) of US Natural Gas Corp (the “Company”) have approved the attached amendment to the Articles of Incorporation (the “Amendment”) with the Secretary of State of Florida. Pursuant to the Amendment, the Company increased its authorized capital to authorize the issuance of 500,000,000 shares of common stock, par value $0.001.
 
The foregoing summary of the Amended Articles is subject to, and qualified in its entirety by, the Amendment to Articles of Incorporation filed with the Secretary of State on August 2, 2011 attached hereto as Exhibit 3.1
 
Item 9.01
Financial Statements and Exhibits
 
Exhibit Number Description
   
3.1 Amendment to Articles of Incorporation filed with the Secretary of State on August 2, 2011.
 
 
 
2
 
 
 

 
SIGNATURE
 
Pursuant to the requirements of Section 13 or 15(d) 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.
 
 
US Natural Gas Corp
  
       
Date: August 3, 2011
By:
/s/ Wayne Anderson  
    Name: Wayne Anderson   
    Title: President   
       
 
 

 
3
 EX-3.1 2 ex31.htm EXHIBIT 3.1 ex31.htm
Exhibit 3.1
ARTICLE  5 – CORPORATE CAPITALIZATION
 
    5.1       The Corporation is authorized to issue two classes of stock.  One class of stock shall be common stock, par value $0.001, of which the Corporation shall have the authority to issue 500,000,000 shares.  The second class of stock shall be preferred stock, par value $0.001, of which the Corporation shall have the authority to issue 5,000,000 shares. The Board of Director(s) of the Corporation may authorize the issuance from time to time of shares of its stock of any class, whether now or hererafter authorized, or securities convertible into shares of its stock of any class, whether now or hereafter authorized, for such consideration as the Board of Director(s) may deem advisable, subject to such restrictions or limitation, if any, as may be set forth in the bylaws of the Corporation.

 Of the 5,000,000 shares of preferred stock authorized, 3,000,000 shall be designated as Series A Preferred Stock, 300,000 shall be designated as Series B Preferred Stock and 1,000,000 shall be designated as Series C Preferred Stock which series shall have the designations, powers, preferences and relative and other special rights and the following qualifications, limitations and restrictions set forth below:
 
     The foregoing Amendment was adopted by the Board of Directors of the Company pursuant to the Florida Business Company Act on August 2, 2011 and approved by a majority of the shareholders of the Company’s stock. Therefore, the number of votes cast for the Amendment to the Company’s Articles of Incorporation was sufficient for approval.
 
IN WITNESS WHEREOF, the Company has caused this Amendment to its Articles of Incorporation to be executed by its duly authorized officer this August 2, 2011.
 
 
 
US Natural Gas Corp
  
       
 
By:
/s/ Wayne Anderson  
   
Wayne Anderson
  
    President