UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





FORM 10-K


(Mark One)





ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010





TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


FOR THE TRANSITION PERIOD FROM __________ TO __________


COMMISSION FILE NUMBER: 000-51837








US NATURAL GAS CORP


(Name of registrant in its charter)





Florida

(State or other jurisdiction of incorporation or organization)
26-2317506

(I.R.S. Employer Identification No.)





1717 Dr. Martin Luther King Jr. St. N, Saint Petersburg, FL  33704


(Address of principal executive offices)                       (Zip Code)





Issuer’s telephone Number: (727) 824-2800





Securities registered under Section 12(b) of the Exchange Act: None.





Securities registered under Section 12(g) of the Exchange Act: None.





Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o  No x





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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.





Large accelerated filer o                                                                               Accelerated filero


Non-accelerated filero                                                                             Smaller reporting company x





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





As of April 6, 2011, there were 187,361,092 shares of the registrant's common stock, par value $0.001, issued and outstanding. Of these, 165,880,086 shares are held by non-affiliates of the registrant. The market value of securities held by non-affiliates is $1,409,980, based on the closing price of $.0085 for the registrant’s common stock on April 6, 2011. Shares of common stock held by each officer and director and by each shareowner affiliated with a director have been excluded from this calculation because such persons may be deemed to be affiliates. This determination of officer or affiliate status is not necessarily a conclusive determination for other purposes.








DOCUMENTS INCORPORATED BY REFERENCE





None.








1





TABLE OF CONTENTS





PagePART IItem 1.
Description of Business
4Item 1A.
Risk Factors
10Item 2.
Properties
16Item 3.
Legal Proceedings
17Item 4.
Submission of Matters to a Vote of Security Holders
17PART IIItem 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
18Item 6.
Selected Financial Data
23Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
23Item 8.
Financial Statements and Supplementary Data
29Item 9
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
29Item 9A.
Controls and Procedures
30Item 9B.
Other Information
30PART IIIItem 10.
Directors, Executive Officers and Corporate Governance
31Item 11.
Executive Compensation
32Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
37Item 13.
Certain Relationship and Related Transactions, and Director Independence
38Item 14.
Principal Accountant Fees and Services
38Item 15.
Exhibits
39SIGNATURES

40








2








FORWARD-LOOKING STATEMENTS





This report contains forward-looking statements. All statements other than statements of historical facts included in this Annual Report on Form 10-K, including without limitation, statements in this Management’s Discussion and Analysis of Financial Condition and Results of Operations regarding our financial position, estimated working capital, business strategy, the plans and objectives of our management for future operations and those statements preceded by, followed by or that otherwise include the words “believe”, “expects”, “anticipates”, “intends”, “estimates”, “projects”, “target”, “goal”, “plans”, “objective”, “should”, or similar expressions or variations on such expressions are forward-looking statements. We can give no assurances that the assumptions upon which the forward-looking statements are based will prove to be correct. Because forward-looking statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements. There are a number of risks, uncertainties and other important factors that could cause our actual results to differ materially from the forward-looking statements, including, but not limited to, the availability and pricing of additional capital to finance operations, including the drilling of our initial gas wells, longer term drilling programs and additional leasehold acquisitions, the viability of the crude and shale gas fields in south central Kentucky and West Virginia, our ability to build and maintain a successful operations infrastructure and to effectively drill and develop producing wells, the successful negotiation and execution of cost-effective third-party crude and gas drilling and distribution agreements, the continued commitment of drill rig operators and future economic conditions and volatility in energy prices.














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PART I








ITEM 1.     DESCRIPTION OF BUSINESS.





Overview





US Natural Gas Corp (“US Natural Gas”, the “Company”, “we”, “us”, or “our”) was organized as a Florida Corporation on March 28, 2008 under the name of Adventure Energy, Inc. As discussed further below, US Natural Gas is in the oil and natural gas industry and is engaged in exploration, development and production activities in the Appalachian Basin, particularly in Kentucky and West Virginia. Our business activities focus primarily on the drilling and acquisition of proven developed and underdeveloped proprieties and on the enhancement and development of these properties.





On March 22, 2010, the Company amended the Articles of Incorporation to effectively change its name to US Natural Gas Corp from Adventure Energy, Inc.  On April 14, 2010, the name change became effective along with a change in the Company's trading symbol from "ADVE" to "UNGS".





WELLS AND MINERAL RIGHTS





Acres
Total Wells
Producing
Not in ProductionWest Virginia - Wayne County (c)
12,280 (a,b)
121
61
60a)
12,000 acres of mineral rights under leaseb)
280 acres of mineral rights owned by subsidiary,E 2 Investments, LLCc)
Most wells located in West Virginia were originally operated by B.T.U. Pipeline, Inc. ("BTU"), a wholly owned subsidiary acquired in the Wilon Resources, Inc. acquisition.d)
On May 5, 2010, the Company entered into an agreed order with the West Virginia Department of Environmental Protection to settle all prior violations with a set fine and the transfer of all wells from BTU to

E 3 Petroleum Corp("E 3"), a wholly owned subsidiary of the Company.Kentucky - multiple counties (d)
5,100
31
14
17e)
Counties:  Hart, Adair, Russell, Allen Monroe, Green





We continue to seek to identify oil and natural gas leaseholds and wells for possible acquisition. However, there can be no assurance that we will be able to enter into agreements for the acquisition of these wells upon terms that are satisfactory to the Company.





While we anticipate the majority of future capital expenditures will be expended on the acquisition of previously drilled wells, reworking of wells, repair and maintenance to our gathering system, and drilling of wells, we intend to use our experience and regional expertise to add leasehold interests to the inventory of leases for future drilling activities, as well as property acquisitions





Area of Operations





Appalachia is surrounded by major natural gas markets in the northeastern United States. This proximity to a substantial number of large commercial and industrial gas markets, including natural gas powered electricity plants, coupled with the relatively stable nature of Appalachian production and the availability of transportation facilities has resulted in generally higher wellhead prices for Appalachian natural gas than those prices available in the Gulf Coast and Mid-continent regions of the United States.





Appalachia includes portions of Ohio, Pennsylvania, New York, West Virginia, Kentucky and Tennessee. Although Appalachia has sedimentary formations indicating the potential for deposits of gas and oil reserves to depths of 30,000 feet or more, most production in the Basin has been from wells drilled to a number of relatively shallow blanket formations at depths of 1,000 to 7,500 feet. These formations are generally characterized by long-lived reserves that produce for more than 20 years. The drilling success rates of other operators drilling to these formations historically have exceeded 90%.





4





Long production life and high drilling success rates to these shallow formations has resulted in a highly fragmented, extensively drilled, low technology operating environment in Appalachia. As a result, there has been limited testing or development of productive and potentially productive formations at deeper depths. Although our management believes that significant exploration and development opportunities may exist in these deeper, less developed formations for those operators with the capital and technical expertise, we will not engage in drilling to such depths unless as part of a program in which investors put up substantially all the funds needed.





Cash Requirements





To fund the Company's drilling, rework, and completion operations on the leasehold properties in Kentucky and West Virginia over the next 12 months,  the Company anticipates it will require up to approximately $2,000,000. Additional capital will be required to effectively support the operations and to otherwise implement overall business strategy. We currently do not have any contracts or commitments for additional financing outside of the Securities Purchase Agreement between the Company and Tangiers Investors, LP. There can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all. The inability to obtain additional capital will restrict the ability to grow and may reduce the ability to continue to conduct business operations. If we are unable to obtain additional financing, we will likely be required to curtail drilling and development plans and possibly cease operations. Any additional equity financing may involve substantial dilution to then existing shareholders.





The capital raised from the completed private placements during 2010 satisfied our capital requirements through year's end.





On September 24, 2009, we entered into a Securities Purchase Agreement with Tangiers Investors, LP (“Tangiers”). Pursuant to the Securities Purchase Agreement the Company may, at its discretion, periodically sell to Tangiers shares of its common stock for a total purchase price of up to $3,000,000.  Management believes that the funds available under the Securities Purchase Agreement will be sufficient to fund operations for the next 12 months.





Discussion of Our Business





Our business strategy is to economically increase reserves, production, and the sale of natural gas and oil from existing and acquired properties in the Appalachian Basin and elsewhere, in order to maximize shareholders' return over the long term. Our strategic locations in Kentucky and West Virginia enable us to actively pursue the acquisition and development of producing properties in that area that will enhance our revenue base without proportional increases in overhead costs.





We expect to generate long-term reserve and production growth through drilling activities and further acquisitions. We believe that our management’s experience and expertise will enable us to identify, evaluate, and develop natural gas projects.





We have acquired and intend to acquire additional producing oil and gas property rights where we believe significant additional value can be created. Our Management is primarily interested in developmental properties where some combination of these factors exist: (1) opportunities for long production life with stable production levels; (2) geological formations with multiple producing horizons; (3) substantial exploitation potential; and (4) relatively low capital investment production costs.





Licenses





We hold licenses to operate in the states of Kentucky and West Virginia. We also hold a Gathering Line Operators License in the state of Kentucky, and a license to perform as an "Operator" of wells in the state of West Virginia.  E 3 Petroleum Corp, a wholly owned subsidiary, is the operator of the Company's wells in the states of Kentucky and West Virginia and acts as the bonding entity for these wells.





Research & Development





For 2010 fiscal year, our expenses were minimal for research and development. We anticipate that future research and development expenses will increase during 2011 as we prepare to permit wells to be drilled on our leaseholds within the next two years.  In addition, the Company plans to have a reserves report prepared on its Kentucky and West Virginia leaseholds as it prepares to initiate drilling activities.








5








Compliance Expenses





Our company incurs annual expenses to comply with state and federal licensing requirements. We estimate these costs to be under $2,000 per year.  Once we begin our drilling program, we anticipate annual expenditures of approximately $25,000 per well related to environmental costs including water drainage and land development.  It is difficult to estimate these environmental expenses while we are still a development stage company as they are largely dependent on many factors for each drilled well. We anticipate that these costs may rise substantially in the state of West Virginia with the proposed legislation. See “Government Regulation” and “Environmental Regulation” below.





Natural Gas





U.S. Natural Gas Consumption.  EIA expects total natural gas consumption to increase by 1.9 percent to 63.8 Bcf/d in 2010 and decline by 0.6 percent in 2011. Total U.S. heating degree-days (HDDs) during the first quarter 2010 were about 0.7 percent higher than last year. However, in the South region, first-quarter HDDs were about 20 percent higher than the same period last year. The cold weather helped boost year-over-year natural gas consumption in the electric power sector, adding to the increase in industrial sector consumption brought about by the improved economic conditions.





In last month's Outlook, EIA revised upward the forecast for natural gas consumption in the electric power sector for this year largely because of the higher space heating demand due to cold weather in the South. This month's Outlook includes another upward revision to the electric power sector consumption forecast. However, this revision reflects EIA's expectation that lower natural gas prices relative to coal prices will increase the utilization of natural-gas-fired generating facilities in the baseload power supply.





EIA's forecast for 2011 includes consumption declines in all sectors except the industrial sector. The projected return to near-normal weather reduces consumption in the residential and commercial sectors, while higher natural gas prices reverse the coal-to-gas switching trend observed in 2009 and forecast to continue in 2010. Consumption in the industrial sector, supported by continued economic growth, is projected to increase by 1.7 percent in 2011.





U.S. Natural Gas Production and Imports.  EIA expects total marketed natural gas production to increase by 0.4 Bcf/d (0.7 percent) to 60.9 Bcf/d in 2010 and decrease by 0.7 Bcf/d (1.2 percent) in 2011. In last month's Outlook, domestic production growth was forecast to decline by 0.5 Bcf/d in 2010, reflecting the lagged effect of lower drilling rates last year. The higher production forecast in this Outlook reflects the latest January 2010 production estimate from the EIA-814 survey and the continuing increase in the number of working natural gas rigs over the last month. No significant revision to estimated January 2010 natural gas production would affect this forecast. The number of working natural gas rigs has increased by almost 200 since the end of last year. With no further increase from the current 950 natural gas rigs currently working, EIA expects production to begin to show month-to-month declines beginning in the second quarter this year. However, production is not expected to begin to show year-over-year declines until the first quarter of 2011.





EIA expects U.S. net natural gas imports to decline in 2010 as higher imports of liquefied natural gas (LNG)--and lower pipeline exports--are more than offset by a steep decline in pipeline imports as Canadian natural gas production drops off. The global LNG market appears to be well supplied in 2010. In addition to the ramp-up of new global liquefaction capacity brought on-stream last year, about 3 Bcf/d of new capacity is set to start up this year. Spain, which relies on LNG in part for electricity generation, currently has hydroelectric reserves 34 percent above last year and 47 percent above the previous 5-year average. While EIA currently expects U.S. LNG imports to increase by about 0.5 Bcf/d this year over last, the failure of global demand to keep pace with increased global supply could lead to even higher U.S. LNG imports than currently forecast. EIA expects that an increase in global LNG demand next year will keep U.S. LNG imports roughly unchanged from 2010.





U.S. Natural Gas Inventories.  On March 26, 2010, working natural gas in storage was 1,638 Bcf, 160 Bcf above the previous 5-year average (2005-2009) and 16 Bcf below the level during the corresponding week last year.  Warmer-than-normal weather in March (HDDs were 10 percent below the 30-year normal for the month) contributed to an estimated monthly storage withdrawal of about 49 Bcf, or around 116 Bcf below the previous 5-year average for the month. Natural gas stocks at the end of March (the end of the withdrawal season) are estimated to be 1,656 Bcf, an amount comparable to stocks at the end of March last year. EIA expects continued production strength to contribute to high inventories again this fall. The current forecast for the end of October is 3,771 Bcf, only slightly below the record storage volume reached last fall. The forecast injection of 2,063 Bcf between March and November is about 5 percent below the stock build that occurred over the corresponding period last year, but it is more than 6 percent above the previous 5-year average.








6







U.S. Natural Gas Prices.  The Henry Hub spot price averaged $4.29 per MMBtu in March, $1.03 per MMBtu lower than the average spot price in February and $0.64 per MMBtu lower than the forecast for March in last month's Outlook.In the same way that colder-than-normal weather contributed to higher prices in January and February, warmer-than-normal weather contributed to lower prices in March. In particular, prices touched a 4-month low during the final days of the month as lower demand and higher production resulted in storage injections. EIA expects prices to remain low for the next several months. With strong production and the absence of meaningful space-heating demand, lower-priced natural gas will once again compete with coal for a share of the baseload electricity supply—particularly in the spring and fall.  Sustained low prices could reduce drilling activity over time. As a result, EIA expects production to decline and prices to increase in 2011. The Henry Hub spot price forecast averages $4.44 per MMBtu in 2010 and $5.33 per MMBtu in 2011.





Volatility in the June 2010 futures and options markets trended lower during the first half of March but rose in the second half as natural gas spot prices fell to $4 per MMBtu.  For the 5-day period ended April 1, implied volatility for June 2010 natural gas options averaged 41 percent per annum, while June 2010 futures prices averaged $4.04 per MMBtu. The lower and upper limits of the 95-percent confidence interval, therefore, were $3.00 and $5.50 per MMBtu, respectively.





A year earlier, natural gas delivered to the Henry Hub in June 2009 was trading at $3.90 per MMBtu and implied volatility averaged about 63 percent.  This generated a lower and upper limit for the 95-percent confidence interval of $2.45 and $6.20 per MMBtu, respectively.





Despite the increase in the implied volatilities during March, the probability of the Henry Hub realized price rising above $6.50 million Btu in December 2010 fell from 30 percent last month to 19 percent this month





Crude





Crude Oil Prices.  WTI crude oil spot prices averaged $81 per barrel in March 2010, almost $5 per barrel above the prior month's average and $3 per barrel higher than forecast in last month's Outlook.  Oil prices rose from a low this year of $71.15 per barrel on February 5 to $80 per barrel by the end of February, generally on news of robust economic and energy demand growth in non-OECD Asia and the Middle East, and held near $81 until rising to $85 at the start of April.  EIA expects WTI prices to average above $81 per barrel this summer, slightly less than $81 for 2010 as a whole, and $85 per barrel by the fourth quarter 2011. As always, these energy price forecasts are highly uncertain, as both recent experience and the sizable participation in near-term futures options contracts (with a wide range of strike prices) clearly demonstrate that prices can move within a wide range in a relatively short period.





Over the 5-day period ending April 1, June 2010 WTI futures contracts averaged $83.07 per barrel. Over the same 5-day period, the lower and upper limits for the 95-percent confidence interval for June 2010 futures were $68 and $101 per barrel, respectively, based on the June 2010 implied volatility of 28 percent calculated from New York Mercantile Exchange (NYMEX) near-the-money options on WTI futures.  One year ago, futures contracts for WTI delivered into Cushing, Oklahoma, in June 2009 averaged about $45 per barrel and implied volatility, at 74 percent, was more than twice the rate now trading in the options markets.





The market's assessment of the probability of the realized WTI spot price exceeding $100 per barrel during 2010 increases from 3 percent for the June 2010 contract to 21 percent for the December 2010 contract. These probabilities showed little change across the forward curve in March.  The probability for each month is calculated using the futures price for that contract, its implied volatility, and it's time to expiration.  Like the confidence intervals reported by EIA, this is a market-based probability estimate derived using traded futures and options prices.


_________________________________________________________________





1   http://www.eia.doe.gov/emeu/steo/pub/contents.html


2   The US Annual Energy Outlook 2010 released December 14, 2009 is available at http://www.eia.doe.gov/oiaf/aeo/index.html.


3  This information is from the Annual Energy Outlook 2010 with Projections to 2035 at http://www.eia.doe.gov/oiaf/aeo/index.html


4 Id.


5 Id.


6 Id.


7 Id.


8 Id.


9 Id.


10 Id.


11 Id.


12 The Energy Information Administration Short Term Energy Outlook released April 6, 2010 can be found at http://www.eia.doe.gov/emeu/steo/pub/contents.html








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Labor and Other Supplies





We contract all labor for the development of leasehold acreage in preparation for drilling, as well as the drilling and completion crews. Our employees monitor the wells on a daily basis, replace the completion components, repair the gathering system, and any other day-to-day maintenance.  In West Virginia, our employees operate the Company's swab rig to remove fluid from the well bore in an effort to increase production. We purchase all supplies, including but not limited to the steel casing for each well, rods, tubing, valves, regulators, 1”, 2”, 3” gathering lines, and all other supplies from local distributors. In times of heavy demand, such as when many other local natural gas producers are drilling, we may have difficulty obtaining supplies in a timely fashion. Also during times of heavy demand, prices for our drilling supplies are escalated, therefore affecting our profit margins.





Principal Products or Services and Markets


The principal markets for the Company’s crude oil are local refining companies.  The principal markets for the Company’s natural gas production are local utilities, private industry end-users, and gas marketing companies.
 
 Gas production from the West Virginia natural gas development project can presently be delivered through the Company’s completed pipeline to the Company's tap into Columbia Gas Transmission's Line P-20 as well as gas marketing companies.  The Company has acquired all necessary regulatory approvals and necessary property rights for the pipeline system.  The Company’s pipeline can provide transportation service not only for gas produced from the Company’s wells, but also for small independent producers in the local area as well or other pipelines that may be connected to the Company’s pipeline in the future.
 
 At present, crude oil produced by the Company in Kentucky is sold at or near the wells to Sunoco, Inc.; Regal Petroleum is solely responsible for transportation to Sunoco's refineries for the oil they purchase.  The Company may sell some or all of its production to one or more additional refineries in order to maximize revenues as purchases prices offered by the refineries fluctuate from time to time.  Crude oil produced by the Company in West Virginia  is sold to the Appalachian Oil Purchasers and is transported to the refinery by contracted truck delivery at the Company’s expense.
 
 Drilling Equipment
 
 The Company currently owns a swab rig utilized in its West Virginia operations and will take delivery of a workover rig during April to be utilized mainly on its oil wells in Kentucky.  The Company obtains drilling services as required from time to time from various companies as available and various drilling contractors in Kentucky and West Virginia.
 
 Distribution Methods of Products or Services
 
 Crude oil is normally delivered to refineries in Kentucky and West Virginia by tank truck and natural gas is distributed and transported by pipeline.
  Commodity Price Volatility





Oil and natural gas prices are volatile and subject to a number of external factors. Prices are cyclical and fluctuate as a result of shifts in the balance between supply and demand for oil and natural gas, world and North American market forces, conflicts in Middle Eastern countries, inventory and storage levels, OPEC policy, weather patterns and other factors. OPEC supply curtailment, tensions in the Middle East, increased demand in China and low North American crude stocks have kept crude oil prices high. Natural gas prices are greatly influenced by market forces in North America since the primary source of supply is contained within the continent.





Market forces include the industry’s ability to find new production and reserves to offset declining production, economic factors influencing industrial demand, weather patterns affecting heating demand and the price of oil for fuel switching.





Seasonality





The exploration for oil and natural gas reserves depends on access to areas where operations are to be conducted. Seasonal weather variations, including freeze-up and break-up affect access in certain circumstances. According to the American Petroleum Institute, more than 60 million U.S. households use natural gas for water heating, space heating, or cooking. In total, natural gas accounts for more than 50 percent of the fuel used to heat U.S. homes. Residential and commercial heating demand for natural gas is highly weather-sensitive, making weather the biggest driver of natural gas demand in the short term. As a result, natural gas demand is highly “seasonal” in nature, with significant “peaks” in the winter heating season.





Seasonality and the natural gas in storage also play a prominent role in natural gas prices. Because natural gas consumption is seasonal but production is not, natural gas inventories are built during the summer for use in the winter. This seasonality leads to higher winter prices and lower summer prices. In addition, inventories above the seasonal average depress prices, and inventories below the seasonal average boost prices.





Governmental Regulation





Operations are or will be subject to various types of regulation at the federal, state and local levels. Such regulation includes requiring permits for the drilling of wells; maintaining bonding requirements in order to drill or operate wells; implementing spill prevention plans; submitting notification and receiving permits relating to the presence, use and release of certain materials incidental to oil and gas operations; and regulating the location of wells, the method of drilling and casing wells, the use, transportation, storage and disposal of fluids and materials used in connection with drilling and production activities, surface usage and the restoration of properties upon which wells have been drilled, the plugging and abandoning of wells and the transporting of production.





Operations are or will also be subject to various conservation matters, including the regulation of the size of drilling and spacing units or proration units, the number of wells which may be drilled in a unit, and the unitization or pooling of oil and gas properties.





In this regard, some states allow the forced pooling or integration of tracts to facilitate exploration while other states rely on voluntary pooling of lands and leases, which may make it more difficult to develop oil and gas properties. In addition, state conservation laws establish maximum rates of production from oil and gas wells, generally limit the venting or flaring of gas, and impose certain requirements regarding the ratable purchase of production. The effect of these regulations is to limit the amounts of oil and gas we may be able to produce from the wells and to limit the number of wells or the locations at which we may be able to drill.





Business is affected by numerous laws and regulations, including energy, environmental, conservation, tax and other laws and regulations relating to the oil and gas industry. We plan to develop internal procedures and policies to ensure that operations are conducted in full and substantial environmental regulatory compliance.








8





Failure to comply with any laws and regulations may result in the assessment of administrative, civil and criminal penalties, the imposition of injunctive relief or both. Moreover, changes in any of these laws and regulations could have a material adverse effect on business. In view of the many uncertainties with respect to current and future laws and regulations, including their applicability to us, we cannot predict the overall effect of such laws and regulations on future operations.





We believe that operations comply in all material respects with applicable laws and regulations and that the existence and enforcement of such laws and regulations have no more restrictive an effect on operations than on other similar companies in the energy industry. We do not anticipate any material capital expenditures to comply with federal and state environmental requirements.





Environmental Regulation





The oil and gas industry is extensively regulated by federal, state and local authorities.  The scope and applicability of legislation is constantly monitored for change and expansion.  Numerous agencies, both federal and state, have issued rules and regulations binding on the oil and gas industry and its individual members, some of which carry substantial penalties for noncompliance. To date, these mandates have had no material effect on our capital expenditures, earnings or competitive position.





Legislation and implementing regulations adopted or proposed to be adopted by the Environmental Protection Agency and by comparable state agencies, directly and indirectly, affect our operations. We are required to operate in compliance with certain air quality standards, water pollution limitations, solid waste regulations and other controls related to the discharging of materials into, and otherwise protecting the environment. These regulations also relate to the rights of adjoining property owners and to the drilling and production operations and activities in connection with the storage and transportation of natural gas and oil.





We may be required to prepare and present to federal, state or local authorities data pertaining to the effect or impact that any proposed operations may have upon the environment. Requirements imposed by such authorities could be costly, time-consuming and could delay continuation of production or exploration activities. Further, the cooperation of other persons or entities may be required for us to comply with all environmental regulations. It is conceivable that future legislation or regulations may significantly increase environmental protection requirements and, as a consequence, our activities may be more closely regulated which could significantly increase operating costs. However, management is unable to predict the cost of future compliance with environmental legislation. As of the date hereof, management believes that we are in compliance with all present environmental regulations. Further, we believe that our oil and gas explorations do not pose a threat of introducing hazardous substances into the environment. If such event should occur, we could be liable under certain environmental protection statutes and laws.





We presently carry insurance for environmental liability.  Our exploration and development operations are subject to various types of regulation at the federal, state and local levels.  Such regulation includes the requirement of permits for the drilling of wells, the regulation of the location and density of wells, limitations on the methods of casing wells, requirements for surface use and restoration of properties upon which wells are drilled, and governing the abandonment  and plugging of wells.  Exploration and production are also subject to property rights and other laws governing the correlative rights of surface and subsurface owners.





We are subject to the requirements of the Occupational Safety and Health Act, as well as other state and local labor laws, rules and regulations. The cost of compliance with the health and safety requirements is not expected to have a material impact on our aggregate production expenses. Nevertheless, we are unable to predict the ultimate cost of compliance.





Competition





We are in direct competition with numerous oil and natural gas companies, drilling and income programs and partnerships exploring various areas of the Appalachian Basin and elsewhere competing for customers. Several of our competitors are large, well-known oil and gas and/or energy companies, but no single entity dominates the industry. Many of our competitors possess greater financial and personnel resources, sometimes enabling them to identify and acquire more economically desirable energy producing properties and drilling prospects than us. We are more of a regional operator, and have the traditional competitive strengths of one, including recently established contacts and in-depth knowledge of the local geography.  Additionally, there is increasing competition from other fuel choices to supply the energy needs of consumers and industry.  Management believes that there exists a viable market place for smaller producers of natural gas and oil and for operators of smaller natural gas transmission systems.








9







Employees





As of the date of this Report, we had seven full time employees, including President, Vice President, Chief Financial Officer and Field Supervisor. We plan to expand our management team within the next 12 months to include a Chief Operations Officer and additional field staff in both Kentucky and West Virginia as our operations grow. We currently utilize several outside firms and consultants to identify mineral rights for possible leaseholds, as well as for potential acquisition targets. We consider our relations with our employees and consultants to be in good standing.





Report to Shareholders





We are subject to the informational requirements of the Securities Exchange Act of 1934. Accordingly, we file annual, quarterly and other reports and information with the Securities and Exchange Commission. The public may read and copy these reports, statements, or other information we file at the SEC's public reference room at 100 F Street, NE., Washington, DC 20549 on official business days during the hours of 10 a.m. to 3 p.m. State that the public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission at (http://www.sec.gov).





ITEM 1A.  RISK FACTORS





You should carefully consider the risks described below as well as other information provided to you in this document, including information in the section of this document entitled “Forward Looking Statements.” The risks and uncertainties described below are not the only ones facing the Company. Additional risks and uncertainties not presently known to the Company or that the Company currently believes are immaterial may also impair the Company’s business operations. If any of the following risks actually occur, the Company’s business, financial condition or results of operations could be materially adversely affected, the value of the Company common stock could decline, and you may lose all or part of your investment.





RISKS RELATED TO THE BUSINESS AND FINANCIAL CONDITION





We have a limited operating history and if we are not successful in continuing to grow our business, then we may have to scale back or even cease ongoing business operations.





We are in the “developmental” stage of business and have yet to commence any substantive commercial operations. We have limited history of revenues from operations. We have yet to generate positive earnings and there can be no assurance that we will ever operate profitably. We have a limited operating history and must be considered in the developmental stage. Success is significantly dependent on a successful drilling, completion and production program. Operations will be subject to all the risks inherent in the establishment of a developing enterprise and the uncertainties arising from the absence of a significant operating history. We may be unable to locate recoverable reserves or operate on a profitable basis. We are in the developmental stage and potential investors should be aware of the difficulties normally encountered by enterprises in this stage. If the business plan is not successful, and we are not able to operate profitably, investors may lose some or all of their investment in the Company.





As properties are in the exploration stage, there can be no assurance that we will establish commercial discoveries on the properties.





Exploration for economic reserves of oil and gas is subject to a number of risk factors. Few properties that are explored are ultimately developed into producing oil and/or gas wells. The majority of our Kentucky properties are in the exploration stage, where we currently have 14 wells in production. The majority of our West Virginia properties were acquired in the acquisition of Wilon Resources in 2010.  Currently, we have placed 61 of the previously drilled wells into production. Each of the wells we have placed into production was at one time or another operated by another entity and in production. We may not establish commercial discoveries on any of the properties. Failure to make commercial discoveries on any of these properties would prevent our company from earning revenue and could lead to the failure of our business.





We rely on highly skilled personnel and, if we are unable to retain or motivate key personnel or hire qualified personnel, we may not be able to grow effectively.





Our performance largely depends on the talents and efforts of highly skilled individuals. Our future success depends on our continuing ability to identify, hire, develop, motivate and retain highly skilled personnel for all areas of our organization. Our continued ability to compete effectively depends on our ability to attract new technology developers and to retain and motivate our existing contractors. Failure to attract and retain qualified personnel could result in a slower and less efficient development of our company.








10








We will need significant additional capital, which we may be unable to obtain.





Our capital requirements will be significant. We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable us to continue our operations, and there can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all. If we are unable to obtain additional financing, our exploration activities will be curtailed. To date, the majority of expenses have been paid directly by the President, Vice-President, or through outside financing. If either party elects to cease paying operating expenses, and the Company is unsuccessful in obtaining additional outside financing, the Company may not be able to continue its existence.





Our independent auditors have expressed doubt about our ability to continue as a going concern, and the amounts recorded in our financial statements may require adjustments if the assumption that the entity is a going concern proves untrue, which may hinder our ability to obtain future financing.





Our independent auditors stated that our financial statements were prepared assuming that we would continue as a going concern. As a result of the going concern qualification, we may find it much more difficult to obtain financing in the future, if required.  Further, any financing we do obtain may be on less favorable terms.  Moreover, if the Company should fail to continue as a going concern, there is a risk of total loss of any monies invested in the Company, and it is also possible that, in such event, our shares would be of little or no value.





Failure to properly manage our potential growth would be detrimental to our business.





Any growth in our operations will place a significant strain on our resources and increase demands on our management and on our operational and administrative systems, controls and other resources. There can be no assurance that our existing personnel, systems, procedures or controls will be adequate to support our operations in the future or that we will be able to successfully implement appropriate measures consistent with our growth strategy. As part of this growth, we may have to implement new operational and financial systems, procedures and controls to expand, train and manage our employee base and maintain close coordination among our staff. We cannot guarantee that we will be able to do so, or that if we are able to do so, we will be able to effectively integrate them into our existing staff and systems. We may fail to adequately manage our anticipated future growth. We will also need to continue to attract, retain and integrate personnel in all aspects of our operations. Failure to manage our growth effectively could hurt our business.





We are a new entrant into the oil and gas exploration and development industry without profitable operating history.





Since inception, activities have been limited to organizational efforts, obtaining working capital and acquiring and developing a very limited number of properties. As a result, there is limited information regarding property related production potential or revenue generation potential. As a result, future revenues may be limited or non-existent.





The business of oil and gas exploration and development is subject to many risks. The potential profitability of oil and natural gas properties if economic quantities are found is dependent upon many factors and risks beyond our control, including, but not limited to: (i) unanticipated ground conditions; (ii) geological problems; (iii) drilling and other processing problems; (iv) the occurrence of unusual weather or operating conditions and other force majeure events; (v) lower than expected reserve quantities; (vi) accidents; (vii) delays in the receipt of or failure to receive necessary government permits; (viii) delays in transportation; (ix) labor disputes; (x) government permit restrictions and regulation restrictions; (xi) unavailability of materials and equipment; and (xii) the failure of equipment or drilling to operate in accordance with specifications or expectations.





Drilling operations may not be successful which would harm our ability to operate.





There can be no assurance that future drilling activities will be successful, and we cannot be sure that overall drilling success rate or production operations within a particular area will ever come to fruition and, if it does, will not decline over time. We may not recover all or any portion of the capital investment in the wells or the underlying leaseholds. Unsuccessful drilling activities would have a material adverse effect upon results of operations and financial condition. The cost of drilling, completing, and operating wells is often uncertain, and a number of factors can delay or prevent drilling operations including: (i) unexpected drilling conditions; (ii) pressure or irregularities in geological formations; (iii) equipment failures or accidents; (iv) adverse weather conditions; and (iv) shortages or delays in availability of drilling rigs and delivery of equipment.  If we are unable to successfully drill for oil and natural gas, we will not have revenue and in turn, the company could fail.








11







Production initiatives may not prove successful which could have a material adverse effect upon our operations.





The shales from which we intend to produce natural gas frequently contain water, which may hamper the ability to produce gas in commercial quantities. The amount of natural gas that can be commercially produced depends upon the rock and shale formation quality, the original free gas content of the shales, the thickness of the shales, the reservoir pressure, the rate at which gas is released from the shales, and the existence of any natural fractures through which the gas can flow to the well bore. However, shale rock formations frequently contain water that must be removed in order for the gas to detach from the shales and flow to the well bore. The ability to remove and dispose of sufficient quantities of water from the shales will determine whether or not we can produce gas in commercial quantities.





There is no guarantee that the potential drilling locations we have or acquire in the future will ever produce natural gas, which could have a material adverse effect upon the results of operations.





Prospects that we decide to drill may not yield oil or natural gas in commercially viable quantities which could have a material adverse effect upon our operations.





Prospects are in various stages of preliminary evaluation and assessment and we have not reached the point where we will decide to drill at all on the subject prospects. The use of seismic data, historical drilling logs, offsetting well information, and other technologies and the study of producing fields in the same area will not enable us to know conclusively prior to drilling and testing whether natural gas will be present or, if present, whether oil or natural gas will be present in sufficient quantities or quality to recover drilling or completion costs or to be economically viable. In sum, the cost of drilling, completing and operating any wells is often uncertain and new wells may not be productive.





If production results from operations, we are dependent upon transportation and storage services provided by third parties.





We will be dependent on the transportation and storage services offered by various interstate and intrastate pipeline companies for the delivery and sale of gas supplies. Both the performance of transportation and storage services by interstate pipelines and the rates charged for such services are subject to the jurisdiction of the Federal Energy Regulatory Commission or state regulatory agencies. An inability to obtain transportation and/or storage services at competitive rates could hinder processing and marketing operations and/or affect sales margins.





The potential profitability of oil and gas ventures depends upon factors beyond the control of our company.





The potential profitability of oil and gas properties is dependent upon many factors beyond our control. For instance, world prices and markets for oil and gas are unpredictable, highly volatile, potentially subject to governmental fixing, pegging, controls, or any combination of these and other factors, and respond to changes in domestic, international, political, social, and economic environments. Additionally, due to worldwide economic uncertainty, the availability and cost of funds for production and other expenses have become increasingly difficult, if not impossible, to project. These changes and events may materially affect financial performance.





Adverse weather conditions can also hinder drilling operations. A productive well may become uneconomic in the event that water or other deleterious substances are encountered which impair or prevent the production of oil and/or gas from the well. The marketability of oil and gas which may be acquired or discovered will be affected by numerous factors beyond our control. These factors include the proximity and capacity of oil and gas pipelines and processing equipment, market fluctuations of prices, taxes, royalties, land tenure, allowable production and environmental regulations. These factors cannot be accurately predicted and the combination of these factors may result in our company not receiving an adequate return on invested capital.





The oil and gas industry is highly competitive and there is no assurance that we will be successful in acquiring new leases.





The oil and gas industry is intensely competitive. We compete with numerous individuals and companies, including many major oil and gas companies, which have substantially greater technical, financial and operational resources and staffs. Accordingly, there is a high degree of competition for desirable oil and gas leases, suitable properties for drilling operations and necessary drilling equipment, as well as for access to funds. We cannot predict if the necessary funds can be raised or that any projected work will be completed. With the increased competition for mineral rights leases, we cannot say with certainty that we will be able to expand beyond the current 17,000 acres we currently hold. If we are unable to acquire further leaseholds, our drilling activities will be restricted to the acreage we currently maintain, which will in turn limit our growth and revenue.






12







Oil and gas operations are subject to comprehensive regulation which may cause substantial delays or require capital outlays in excess of those anticipated causing an adverse effect on our company.





Oil and gas operations are subject to federal, state, and local laws relating to the protection of the environment, including laws regulating removal of natural resources from the ground and the discharge of materials into the environment. Oil and gas operations are also subject to federal, state, and local laws and regulations which seek to maintain health and safety standards by regulating the design and use of drilling methods and equipment. Various permits from government bodies are required for drilling operations to be conducted; no assurance can be given that such permits will be received. Environmental standards imposed by federal, state or local authorities may be changed and any such changes may have material adverse effects on activities. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus causing an adverse effect on us. Additionally, we may be subject to liability for pollution or other environmental damages which we may elect not to insure against due to prohibitive premium costs and other reasons. To date we have not been required to spend any material amount on compliance with environmental regulations. However, we may be required to do so in future and this may affect our ability to expand or maintain operations.





Exploration activities are subject to certain environmental regulations which may prevent or delay the commencement or continuance of operations.





In general, exploration activities are subject to certain federal, state and local laws and regulations relating to environmental quality and pollution control. Such laws and regulations increase the costs of these activities and may prevent or delay the commencement or continuance of a given operation. Compliance with these laws and regulations has not had a material effect on operations or financial condition to date. Specifically, we are subject to legislation regarding emissions into the environment, water discharges and storage and disposition of hazardous wastes. In addition, legislation has been enacted which requires well and facility sites to be abandoned and reclaimed to the satisfaction of state authorities. However, such laws and regulations are frequently changed and we are unable to predict the ultimate cost of compliance. Generally, environmental requirements do not appear to affect us any differently or to any greater or lesser extent than other companies in the industry.





We believe that our operations comply, in all material respects, with all applicable environmental regulations. Our operating partners maintain insurance coverage customary to the industry; however, we are not fully insured against all possible environmental risks.





Exploratory drilling involves many risks and we may become liable for pollution or other liabilities which may have an adverse effect on financial position.





Drilling operations generally involve a high degree of risk. Hazards such as unusual or unexpected geological formations, power outages, labor disruptions, blow-outs, sour gas leakage, fire, inability to obtain suitable or adequate machinery, equipment or labor, and other risks are involved. We may become subject to liability for pollution or hazards against which we cannot adequately insure or which we may elect not to insure. Incurring any such liability may have a material adverse effect on financial position and operations.





Any change to government regulation/administrative practices may have a negative impact on the ability to operate and profitability.





The laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in the United States or any other jurisdiction, may be changed, applied or interpreted in a manner which will fundamentally alter the ability of our company to carry on our business.





The actions, policies or regulations, or changes thereto, of any government body or regulatory agency, or other special interest groups, may have a detrimental effect on us. Any or all of these situations may have a negative impact on our ability to operate profitably.





RISKS RELATED TO COMMON STOCK





There is currently a limited public market for our Common Stock. Failure to develop or maintain a trading market could negatively affect its value and make it difficult or impossible for you to sell your shares.





There has been a limited public market for our Common Stock and an active public market for our Common Stock may not develop. Failure to develop or maintain an active trading market could make it difficult for you to sell your shares or recover any part of your investment in us. Even if a market for our Common Stock does develop, the market price of our Common Stock may be highly volatile. In addition to the uncertainties relating to future operating performance and the profitability of operations, factors such as variations in interim financial results or various, as yet unpredictable, factors, many of which are beyond our control, may have a negative effect on the market price of our Common Stock.








13





If we fail to remain current on our reporting requirements, we could be removed from the OTCQB which would limit the ability of broker-dealers to sell our securities in the secondary market.





Companies listed on the OTCQB, such as us, must be reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTCQB.  As a result, the market liquidity for our securities could be severely adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.  In addition, we may be unable to get relisted on the OTCQB, which may have an adverse material effect on the Company. Please see "Subsequent Events, Note M" for an explanation of the change in trading platform from the OTC Bulletin Board and OTCQB to only the OTCQB.





We do not expect to pay dividends in the future; any return on investment may be limited to the value of our common stock.





We do not currently anticipate paying cash dividends in the foreseeable future.  The payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting it at such time as the board of directors may consider relevant.  Our current intention is to apply net earnings, if any, in the foreseeable future to increasing our capital base and development and marketing efforts.  There can be no assurance that the Company will ever have sufficient earnings to declare and pay dividends to the holders of our common stock, and in any event, a decision to declare and pay dividends is at the sole discretion of our board of directors.  If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if its stock price appreciates.





Authorization of preferred stock.





Our Certificate of Incorporation authorizes the issuance of up to 5,000,000 shares of preferred stock with designations, rights and preferences determined from time to time by its Board of Directors. Accordingly, our Board of Directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting, or other rights which could adversely affect the voting power or other rights of the holders of the common stock. In the event of issuance, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company. In September 2009, the Company issued two Series of Preferred in connection with the acquisition of SLMI Options, LLC. There are currently 1.0 million shares of Series A Preferred and 300,000 shares of Series B Preferred.





On September 4, 2009, the Company entered into a Lender Acquisition Agreement (the “Agreement”) with SLMI Holdings LLC (“Holdings”) and SLMI Options, LLC (“Options”). Pursuant to the Agreement, the Company acquired all of the outstanding ownership units (the “Ownership Units”) of Options from Holdings. As part of the agreement, the Company agreed to issue to Holdings 1,000,000 shares of Series A Preferred Stock of the Company, which shares shall be convertible into 10,000,000 shares of common stock upon the occurrence of an event of default under the Agreement. The Holders of the Series A Preferred shall have the right to one vote for each one share of Series A Preferred stock owned. The Agreement provides that in the event of a default, the Holders of the Series A Preferred Stock shall have the right to appoint 3 additional members to the Company’s Board of Directors. In addition, the holders of the Series A Preferred Stock shall have the right to appoint an observer to the Company’s Board of Directors who will act as tie breaking vote upon the occurrence of an event of default and the subsequent increase in the size of the Board to six members.  The Company also agreed to issue 300,000 shares of Series B Preferred Stock to Holdings in consideration for the issuance of a promissory note in the principal amount of $300,000 which is due on the fifth anniversary of the Agreement and which is secured by the Series B Preferred Stock. The Series B Preferred Stock is convertible into 3,000,000 shares of common stock of the Company.





Our common stock is subject to the U.S. “Penny Stock” Rules and investors who purchase our common stock may have difficulty re-selling their shares as the liquidity of the market for our common stock may be adversely affected by the impact of the “Penny Stock” Rules.





Our stock is subject to U.S. “Penny Stock” rules, which may make the stock more difficult to trade on the open market. Our common shares are currently listed on the OTCQB but there is no current regular trading in our common stock. A “penny stock” is generally defined by regulations of the U.S. Securities and Exchange Commission (“SEC”) as an equity security with a market price of less than US$5.00 per share. However, an equity security with a market price under US$5.00 will not be considered a penny stock if it fits within any of the following exceptions:





(i) the equity security is listed on NASDAQ or a national securities exchange;


(ii) the issuer of the equity security has been in continuous operation for less than three years, and either has (a) net tangible assets of at least US$5,000,000, or (b) average annual revenue of at least US$6,000,000; or


(iii) the issuer of the equity security has been in continuous operation for more than three years, and has net tangible assets of at least US$2,000,000.





Our common stock does not currently fit into any of the above exceptions.








14








If an investor buys or sells a penny stock, SEC regulations require that the investor receive, prior to the transaction, a disclosure explaining the penny stock market and associated risks. Furthermore, trading in our common stock will be subject to Rule 15g-9 of the Exchange Act, which relates to non-NASDAQ and non-exchange listed securities. Under this rule, broker/dealers who recommend our securities to persons other than established customers and accredited investors must make a special written suitability determination for the purchaser and receive the purchaser’s written agreement to a transaction prior to sale. Securities are exempt from this rule if their market price is at least $5.00 per share. Since our common stock is currently deemed penny stock regulations, it may tend to reduce market liquidity of our common stock, because they limit the broker/dealers’ ability to trade, and a purchaser’s ability to sell, the stock in the secondary market.




RISKS RELATED TO OUR SECURITIES PURCHASE AGREEMENT WITH TANGIERS INVESTORS, LP





On September 24, 2009, we entered into a Securities Purchase Agreement with Tangiers Investors, LP (“Tangiers”). Pursuant to the Securities Purchase Agreement the Company may, at its discretion, periodically sell to Tangiers shares of its common stock for a total purchase price of up to $3,000,000. For each share of common stock purchased under the Securities Purchase Agreement, Tangiers will pay us 90% of the lowest volume weighted average price of the Company's common stock as quoted by Bloomberg, LP on the Over-the-Counter Bulletin Board or other principal market on which the Company's common stock is traded for the five days immediately following the notice date. The price paid by Tangiers for the Company's stock shall be determined as of the date of each individual request for an advance under the Securities Purchase Agreement. Tangiers’ obligation to purchase shares of the Company's common stock under the Securities Purchase Agreement is subject to certain conditions, including the Company obtaining an effective registration statement for shares of the Company's common stock sold under the Securities Purchase Agreement and is limited to $250,000 per ten consecutive trading days after the advance notice is provided to Tangiers. The Securities Purchase Agreement shall terminate and Tangiers shall have no further obligation to make advances under the Securities Purchase Agreement at the earlier of the passing of 18 months after the date that the Securities and Exchange Commission declares the Company’s registration statement effective or the Company receives advances from Tangiers equal to the $3,000,000. Upon the execution of the Securities Purchase Agreement, Tangiers received a one-time commitment fee equal to $150,000 of the Company's common stock divided by the lowest volume weighted average price of the Company's common stock during the 10 business days immediately following the date of the Securities Purchase Agreement, as quoted by Bloomberg, LP. The following risks relate to our Securities Purchase Agreement with Tangiers.





Existing stockholders will experience significant dilution from our sale of shares under the Securities Purchase Agreement.





The sale of shares pursuant to the Securities Purchase Agreement will have a dilutive impact on our stockholders. As a result, the market price of our common stock could decline significantly, as we sell shares pursuant to the Securities Purchase Agreement. In addition, for any particular advance, we will need to issue a greater number of shares of common stock under the Securities Purchase Agreement as our stock price declines. If our stock price is lower, then our existing stockholders would experience greater dilution.





The investor under the Securities Purchase Agreement will pay less than the then-prevailing market price of our common stock





The common stock to be issued under the Securities Purchase Agreement will be issued at 90% of the daily volume weighted average price of our common stock during the five consecutive trading days immediately following the date we send an advance notice to the investor and is subject to further reduction provided in the Securities Purchase Agreement. These discounted sales could also cause the price of our common stock to decline.





The sale of our stock under the Securities Purchase Agreement could encourage short sales by third parties, which could contribute to the further decline of our stock price.





The significant downward pressure on the price of our common stock caused by the sale of material amounts of common stock under the Securities Purchase Agreement could encourage short sales by third parties. Such an event could place further downward pressure on the price of our common stock.





We may be limited in the amount we can raise under the Securities Purchase Agreement because of concerns about selling more shares into the market than the market can absorb without a significant price adjustment.





The Company intends to exert its best efforts to avoid a significant downward pressure on the price of its common stock by refraining from placing more shares into the market than the market can absorb. This potential adverse impact on the stock price may limit our willingness to use the Securities Purchase Agreement. Until there is a greater trading volume, it seems unlikely that we will be able to access the maximum amount we can draw without an adverse impact on the stock price







15






We will not be able to use the Securities Purchase Agreement if the shares to be issued in connection with an advance would result in Tangiers owning more than 9.9% of our outstanding common stock.





Under the terms of the Securities Purchase Agreement, we may not request advances if the shares to be issued in connection with such advances would result in Tangiers and its affiliates owning more than 9.9% of our outstanding common stock. We are permitted under the terms of the Securities Purchase Agreement to make limited draws on the Securities Purchase Agreement so long as Tangiers beneficial ownership of our common stock remains lower than 9.9%. A possibility exists that Tangiers and its affiliates may own more than 9.9% of our outstanding common stock (whether through open market purchases, retention of shares issued under the Securities Purchase Agreement, or otherwise) at a time when we would otherwise plan to obtain an advance under the Securities Purchase Agreement.  As such, by operation of the provisions of the Securities Purchase Agreement, the Company may be prohibited from procuring additional funding when necessary due to these provisions discussed above.





The Securities Purchase Agreement will restrict our ability to engage in alternative financings.





The structure of transactions under the Securities Purchase Agreement will result in the Company being deemed to be involved in a near continuous indirect primary public offering of our securities. As long as we are deemed to be engaged in a public offering, our ability to engage in a private placement will be limited because of integration concerns and therefore limits our ability to obtain additional funding if necessary. If we do not obtain the necessary, funds required to maintain the operations of the business and to settle our liabilities on a timely manner, the business will inevitable suffer.





We may be limited in the amount we can raise under the Securities Purchase Agreement because of concerns about selling more shares into the market than the market can absorb without a significant price adjustment.





The Company intends to exert its best efforts to avoid a significant downward pressure on the price of its common stock by refraining from placing more shares into the market than the market can absorb. This potential adverse impact on the stock price may limit our willingness to use the Securities Purchase Agreement. Until there is a greater trading volume, it seems unlikely that we will be able to access the maximum amount we can draw without an adverse impact on the stock price.





ITEM 2.     DESCRIPTION OF PROPERTY





Leases for Company Headquarters





Our corporate headquarters is located in a leased office space at 1717 Dr. Martin Luther King Jr. St. N, St. Petersburg, Florida. We entered into a two-year lease for this property on February 7, 2011 and the term commenced on March 1, 2011. The annual rent for year one is $10,657 and $11,556 for year two. The lease includes a right to renew for one additional two-year period commencing March 1, 2013, at an annual rent of $11,556. This lease also includes an option to purchase clause at a fixed price of $135,000. We believe that our existing facilities are suitable and adequate to meet our current business requirements.





Leased Acreage for Drilling Program





The Company maintains leases on mineral rights on approximately 5000 acres in South Central Kentucky. In West Virginia, the Company maintains leases on approximately 12,000 acres of mineral rights. The majority of the leases in West Virginia were obtained in the 2010 Wilon Resources, Inc. acquisition. E 2 Investments, LLC, a wholly owned subsidiary of the Company, owns 280 acres of mineral rights in Wayne County West Virginia.





The Company will continue to lease additional mineral rights acreage in and around the operational areas in the states of Kentucky and West Virginia.





Recently Acquired Property





On March 19, 2010, the Company's shareholders approved the acquisition of US Natural Gas Corp WV ("WV") (f/k/a Wilon Resources, Inc.). On May 28, 2010, the Company received notification from the appropriate state agencies that the acquisition of Wilon Resources was effective.  On June 3, 2010, final approval was given by FINRA for the share exchange between the Company and WV. The newly acquired WV became a wholly owned subsidiary of the Company. WV currently maintains 12,000 acres of mineral rights leases in Wayne County, West Virginia. Our combined entities now have approximately 17,000 acres of mineral rights leases in the states of Kentucky and West Virginia, 121 natural gas wells, and 31 oil wells.








16







Recently Constructed Property





In November 2010, US Natural Gas Corp WV retained an outside contractor to construct a 1200 square foot storage facility on the 199 acres owned by US Natural Gas Corp. The project was completed the beginning of December 2010.





ITEM 3.     LEGAL PROCEEDINGS





From time to time, we may be a defendant and plaintiff in various legal proceedings arising in the normal course of our business. We are currently not a party to any material pending legal proceedings or government actions, including any bankruptcy, receivership, or similar proceedings. In addition, management is not aware of any known litigation or liabilities involving the operators of our properties that could affect our operations. Should any liabilities be incurred in the future, they will be accrued based on management’s best estimate of the potential loss. As such, there is no adverse effect on our consolidated financial position, results of operations or cash flow at this time. Furthermore, management of the Company does not believe that there are any proceedings to which any director, officer, or affiliate of the Company, any owner of record of the beneficially or more than five percent of the common stock of the Company, or any associate of any such director, officer, affiliate of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company.





ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS





On March 19, 2010, the Company held a special meeting of its shareholders.  The meeting was held to vote on the following proposals set forth below (the “Proposals”).





Proposals:





1. To approve a share exchange between the Company and Wilon Resources, Inc., a Tennessee corporation (“Wilon”) whereby the Company would acquire all of the outstanding shares of Wilon and hold Wilon as a wholly-owned subsidiary.  For each share of common stock of Wilon to be exchanged, the Company would issue one share of the Company’s common stock plus one warrant to purchase one additional share of common stock of the Company at an exercise price of $.25 (25 cents) per share to be exercisable for a period of 5 years from the date of issue.




2. To approve an amendment to the Company’s Articles of Incorporation to change the name of the Company to US Natural Gas Corp.




3. To approve an amendment to the Company’s Articles of Incorporation to delete Article 8 thereof, which states “all of the shares of the Company may be subject to a Shareholders’ Restrictive Agreement.”  No such agreement was ever entered into by the shareholders and there is no current intent to enter into any such agreement at the present time.




The Company’s shareholders approved each of the Proposals with 16,611,138 votes for and 0 votes against.





On March 19, 2010, Wilon Resources, Inc. held a special meeting of its shareholders.  The meeting was held to vote on the following proposal set forth below (the “Proposal”).





Proposal:





1. To approve a share exchange between the Company and Adventure Energy, Inc., a Florida corporation (“Adventure”) whereby Adventure would acquire all of the outstanding common shares of the Company and hold the Company as a wholly-owned subsidiary.  For each share of the Company's common stock to be exchanged, Adventure would issue one share of its common stock plus one warrant to purchase one additional share of common stock at an exercise price of $.25 (25 cents) per share to be exercisable for a period of 5 years from the date of issue.




The shareholders approved Proposal #1 with 27,843,109 votes for and 0 votes against.








17










PART II





ITEM 5.     MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES





OTC Bulletin Board Considerations





MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS





Our common stock is listed on the OTCQB under the trading symbol “UNGS”. The following table sets forth the high and low bid prices for our common stock for the periods noted, as reported by the National Daily Quotation Service and the OTCQB. Quotations reflect inter-dealer prices, without retail mark-up, markdown or commission and may not represent actual transactions. Our stock began trading on April 3, 2009.





Fiscal Year 2010

High


LowFirst Quarter

$
0.125


$
0.031Second Quarter

$
0.070


$
0.025Third Quarter

$
0.099


$
0.020Fourth Quarter

$
0.028


$
0.008





Holders





As of April 12, 2011, the approximate number of stockholders of record of the Common Stock of the Company was 279.





Dividend Policy





The Company has never declared or paid any cash dividends on its common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.





Equity Compensation Plan Information





The following table includes information regarding the Company’s 2009 Flexible Stock Plan as of April 12, 2011.





Equity Compensation Plan Information


Plan category
Number of securities to be issued upon exercise of outstanding options, warrants and rights



(a)
Weighted-average exercise price of outstanding options, warrants and rights



(b)
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))



(c)Equity compensation plans approved by security holders


10,566,039Equity compensation plans not approved by security holders
NONE
N/A
N/ATotal


10,566,039





The Company has established the Plan to attract, retain, motivate and reward employees and other individuals, to encourage ownership of the Company's common stock by employees and other individuals, and to promote and further the best interests of the Company. The Company is authorized to issue 20 million shares of its common stock under the Plan.  Stock under that Plan may be granted only to consultants and employees of the Company.








18







Recent Sales of Unregistered Securities





During the fiscal year ended December 31, 2010, the Company has had the following unregistered sales of its securities:





In January 2010, the Company issued 453,000 shares of common stock at $.06 per share to Chris Davies on behalf of Atlas Capital Holdings in exchange for legal services.





In January 2010, the Company issued 900,000 shares of common stock at $.06 per share to Around the Clock Partners, LP for reimbursement of expenses paid on behalf of the company.





In January 2010, the Company issued 350,000 shares of common stock at $.05 per share to Chris Davies on behalf of Atlas Capital Holdings in exchange for legal services.




In February 2010, the Company issued 200,000 shares of common stock at $.04 per share to Around the Clock Partners, LP for reimbursement of expenses paid on behalf of the company.





In March 2010, the Company issued 350,000 shares of common stock at $.10 per share to Chris Davies on behalf of Atlas Capital Holdings in exchange for legal services.





In April 2010, the Company issued 175,000 shares of common stock at $.05 per share to Ron Ferlisi in exchange for satisfaction of notes payable.





In April 2010, the Company issued 825,000 shares of common stock at $.05 per share to BuzzBahn in exchange for satisfaction of notes payable.




In April 2010, the Company issued 250,000 shares of common stock at $.05 per share to BuzzBahn in exchange for investor relation services.





In April 2010, the Company issued 120,000 shares of common stock at $.05 per share to Jody Samuels in exchange for legal services.





In April 2010, the Company issued 98,766 shares of common stock at $.069 per share to Tangiers Investors LP for equity funding.





In April 2010, the Company issued 100,000 shares of common stock at $.04 per share to KYTX, LLC in exchange for an extension on a note payment.





In May 2010, the Company issued 300,926 shares of common stock at $.04 per share and 169,263 shares of common stock at $.033 per share to Tangiers Investors LP for equity funding.





In May 2010, the Company issued 300,000 shares of common stock at $.04 per share to SLMI Holdings, LLC in exchange for an extension on a note payment.





In May 2010, the Company issued 412,698 shares of common stock at $.04 per share to Cassel Family Trust as per the stock purchase agreement.





In May 2010, the Company issued 100,000 shares of common stock at $.04 per share to White Oak Land and Minerals Development, LLC for consulting services.





In May 2010, the Company issued 800,000 shares of common stock at $.01 per share to Ron Ferlisi in exchange for satisfaction of notes payable.





In May 2010, the Company issued 500,000 shares of common stock at $.01 per share to Rui Figueiredo in exchange for satisfaction of notes payable.





In May 2010, the Company issued 500,000 shares of common stock at $.01 per share to Maria Rothman in exchange for satisfaction of notes payable.





In May 2010, the Company issued 200,000 shares of common stock at $.01 per share to Jody Samuels in exchange for satisfaction of notes payable.





In May 2010, the Company issued 500,000 shares of common stock at $.01 per share to Faith Capital NY LLC in exchange for satisfaction of notes payable.











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In May 2010, the Company issued 1,000,000 shares of common stock at $.01 per share to Jeff Schwartz in exchange for satisfaction of notes payable.





In May 2010, the Company issued 500,000 shares of common stock at $.01 per share to Steven Reiss in exchange for satisfaction of notes payable.





In May 2010, the Company issued 333,333 shares of common stock at $.03 per share to Charles and Mary Crum as per the stock purchase agreement.





In June 2010, the Company issued 150,000 shares of common stock at $.05 per share to Jeff Parker in exchange for consulting services.





In June 2010, the Company issued 500,000 shares of common stock at $.05 per share to Jim Anderson as a reduction of debt for expenses paid on behalf of the company.




In June 2010, the Company issued 348,189 shares of common stock at $.03 per share to Tangiers Investors LP for equity funding.





In June 2010, the Company issued 833,333 shares of common stock at $.03 per share to Wayne Anderson as payment towards accrued wages.





In June 2010, the Company issued 666,667 shares of common stock at $.03 per share to Cassel Family Trust as per the stock purchase agreement.





In July 2010, the Company issued 25,000 shares of common stock at $.03 per share to James Crum for a lease bonus payment.





In July 2010, the Company issued 25,000 shares of common stock at $.03 per share to Charles and Mary Crum for a lease bonus payment.





In July 2010, the Company issued 500,000 shares of common stock at $.03 per share to Del Mar Corporate Consulting, LLC for consulting and marketing services.





In July 2010, the Company issued 625,000 shares of common stock at $.04 per share to Wayne Anderson as payment towards accrued wages.





In July 2010, the Company issued 476,191 shares of common stock at $.02 per share to Tangiers Investors LP as payment towards a convertible debenture.





In July 2010, the Company issued 714,285 shares of common stock at $.07 per share to Chris Davies on behalf of Atlas Capital Holdings for legal services.





In July 2010, the Company issued 710,901 shares of common stock at $.02 per share to Tangiers Investors LP as payment towards a convertible debenture.





In July 2010, the Company issued 170,940 shares of common stock at $.06 per share to Tangiers Investors LP for equity funding.





In July 2010, the Company issued 130,000 shares of common stock at $.09 per share to White Oak Land and Minerals Development, LLC for consulting services.





In July 2010, the Company issued 1,000,000 shares of common stock at $.001 per share to Bull In Advantage.  The shares will be returned in full due to failure of the shareholder to satisfy the terms of the debt transaction.





In August 2010, the Company issued 395,061 shares of common stock at $.04 per share to Tangiers Investors LP for equity funding.





In August 2010, the Company issued 2,423,311 shares of common stock at $.015 per share to ARRG Corp as payment towards a note.





In August 2010, the Company issued 2,423,311 shares of common stock at $.015 per share to Caesar Capital Group, LLC as payment towards a note.





In August 2010, the Company issued 2,300,000 shares of common stock at $.01 per share to Mazuma Funding Corp as payment towards a note.





In August 2010, the Company issued 1,225 shares of common stock at $.25 per share to Horace Womack as per the Common Stock Purchase Warrant subscription agreement.







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In September 2010, the Company issued 4,500,000 shares of common stock at $.01 per share to Caesar Capital Group, LLC as payment towards a note.





In September 2010, the Company issued 100,000 shares of common stock at $.02 per share to Ron Ferlisi as per the stock purchase agreement.





In September 2010, the Company issued 800,000 shares of common stock at $.01 per share to Doug Miglino as payment towards a note.





In September 2010, the Company issued 200,000 shares of common stock at $.025 per share to Brian Feingold for financing services.





In September 2010, the Company issued 380,518 shares of common stock at $.02 per share to Tangiers Investors LP for equity funding.





In September 2010, the Company issued 765,000 shares of common stock at $.01 per share to Ron Ferlisi as payment towards a note.





In September 2010, the Company issued 765,000 shares of common stock at $.01 per share to Vincent Bardong as payment towards a note.





In September 2010, the Company issued 300,000 shares of common stock at $.01 per share to SLMI Holdings LLC for extending a note due date.





In September 2010, the Company issued 1,500,000 shares of common stock at $.015 per share to Rui Figueiredo as payment towards a note.





In September 2010, the Company issued 1,500,000 shares of common stock at $.015 per share to First Barrington Group as payment towards a note.





In October 2010, the Company issued 380,518 shares of common stock at $.02 per share to Tangiers Investors LP for equity funding.





In October 2010, the Company issued 1,100,000 shares of common stock at $.0135 per share to John R. Rogers as per the stock purchase agreement.





In October 2010, the Company issued 1,100,000 shares of common stock at $.0135 per share to John R. Rogers as per the stock purchase agreement.





In October 2010, the Company issued 750,000 shares of common stock at $.01 per share to First Barrington Group as payment towards a note.





In October 2010, the Company issued 750,000 shares of common stock at $.01 per share to Rui Figueiredo as payment towards a note.





In November 2010, the Company issued 1,190,476 shares of common stock at $.02 per share to Tangiers Investors LP for equity funding.





In November 2010, the Company issued 4,325,000 shares of common stock at $.01 per share to Mazuma Funding Corp as payment towards a note.





In November 2010, the Company issued 2,500 shares of common stock at $.02 per share to Matthew Holden for participation in drilling/re-work program.





In November 2010, the Company issued 2,500 shares of common stock at $.02 per share to Adam Holden for participation in drilling/re-work program.





In November 2010, the Company issued 50,000 shares of common stock at $.02 per share to Brian Warshaw as per the terms of a promissory note dated January 2010.










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In November 2010, the Company issued 50,000 shares of common stock at $.02 per share to Jim Gallucio as per the terms of a promissory note dated January 2010.





In November 2010, the Company issued 2,500,000 shares of common stock at $.01 per share to Rui Figueiredo as payment towards a note.





In November 2010, the Company issued 2,500,000 shares of common stock at $.01 per share to Dave Miller as payment towards a note.





In November 2010, the Company issued 600,000 shares of common stock at $.02 per share to Dave Matheny as per the Common Stock Purchase Warrant subscription agreement.





In November 2010, the Company issued 4,000,000 shares of common stock at $.01 per share to Dave Matheny as payment towards a note.





In November 2010, the Company issued 1,000,000 shares of common stock at $.01 per share to Howard Matheny as payment towards a note.





In November 2010, the Company issued 5,340,909 shares of common stock at $.015 per share to Caesar Capital Group, LLC as payment towards a note.





In November 2010, the Company issued 300,000 shares of common stock at $.01 per share to SLMI Holdings LLC for extending a note due date.





In November 2010, the Company issued 1,169,590 shares of common stock at $.02 per share to Tangiers Investors LP for equity funding.





In December 2010, the Company issued 35,000 shares of common stock at $.01 per share to Wayne Anderson as compensation as a Director.





In December 2010, the Company issued 35,000 shares of common stock at $.01 per share to Jim Anderson as compensation as a Director.





In December 2010, the Company issued 6,500,000 shares of common stock at $.01 per share to Mazuma Funding Corp as payment towards a note.





In December 2010, the Company issued 7,041,158 shares of common stock at $.01 per share to Jim Anderson as a reduction of debt for expenses paid on behalf of the company.





In December 2010, the Company issued 2,000,000 shares of common stock at $.01 per share to White Oak Land and Minerals Development, LLC for consulting services.




Warrants outstanding at December 31, 2010 and December 31, 2009 are 61,113,415 and 6,190,000, respectively.  Each warrant enables the holder to acquire one share of the Company's common stock at a specified exercise price for a term of three to five years.  Warrants outstanding at December 31, 2010 have vesting dates through May 2012 and expiration dates through May 2017.





Warrants issued for the year and the three months ending December 31, 2010 are 56,674,640 and 3,300,000, respectively. Warrants exercised or canceled for the year and the three months ending December 31, 2010 are 1,751,225 and 600,000, respectively.





On June 3, 2010 in consideration for the acquisition of Wilon Resources, Inc. (see Note B) each Wilon shareholder received one share of the Company's common stock plus one warrant to purchase one additional share of common stock of the Company at an exercise price of $.25 per share to be exercisable for a period of 5 years from the date of issue.  The total shares of common stock and warrants issued for the acquisition were 49,207,973 each.  In July 2010, the Company canceled 1,000,000 shares of common stock and 1,000,000 warrants it obtained through the Wilon acquisition.  The cancelation of common stock was accounted for as a reduction in the acquisition price for Wilon.








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All of the above offerings and sales were deemed to be exempt under rule 506 of Regulation D and Section 4(2) of the Securities Act of 1933, as amended. No advertising or general solicitation was employed in offering the securities. The offerings and sales were made to a limited number of persons, all of whom were accredited investors, business associates of the Company or executive officers of the Company, and transfer was restricted by the Company in accordance with the requirements of the Securities Act of 1933. In addition to representations by the above-referenced persons, we have made independent determinations that all of the above-referenced persons were accredited or sophisticated investors, and that they were capable of analyzing the merits and risks of their investment, and that they understood the speculative nature of their investment. Furthermore, all of the above-referenced persons were provided with access to our Securities and Exchange Commission filings.





Issuer Purchases of Equity Securities





None as of December 31, 2010.




On January 11, 2011, the Company's Board of Directors approved a share repurchase plan. Under terms of the plan, the Company is authorized to repurchase up to an aggregate of $250,000 of its common stock over the next 12 months. Acquisitions of stock under the repurchase plan will be made from time to time at prices prevailing in the open market or in privately negotiated transactions as permitted by securities laws and other legal requirements, and subject to market conditions and other factors. The repurchase program will be funded by the Company's available cash and may be commenced or suspended at any time or from time to time. The plan will continue as long as periodic management reviews determine it to be fiscally feasible and may be discontinued at any time. As of April 12, 2011, the Company reacquired 641,356 shares of its issued and outstanding common stock. In addition, the Company returned 1,209,628 shares of its issued and outstanding common stock to treasury stock which were received upon full satisfaction of the $50,000 convertible debenture held by Tangiers Investors, LP.




ITEM 6.     SELECTED FINANCIAL DATA





Not applicable.





ITEM 7.     MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.





The following discussion should be read in conjunction with the consolidated financial statements and the related notes that appear in this annual report.





Overview





We began operations on March 28, 2008 and are engaged in the oil and natural gas industry focusing on exploration, development, and production. We operate oil and gas wells in which we own the majority of the working interest, and are presently re-working and completing oil and natural gas wells on our current leaseholds in Kentucky and West Virginia. We maintain leaseholds covering approximately 5,000 acres in South Central Kentucky and 12,000 acres in Wayne County, West Virginia and are presently expanding our leasehold interests in both states. Our first revenue from production was generated in July 2009.  We have incurred a net loss of $341,626 for the fiscal year ended December 31, 2010.





Our Kentucky properties, operated by our wholly owned subsidiary US Natural Gas Corp KY ("KY"), are focused in the South Central region of the state encompassing the counties of Allen, Monroe, Metcalfe, Green, Hart, Adair, and Barren. We currently have the majority Working Interest in 31 oil wells of which 14 are currently in production. Of these 14, the average daily production is 6 barrels of oil per day (BOD). We are currently reworking 3 of the oil wells not in production and anticipate that we will have them in production during the second calendar quarter of 2011.





We also maintain the majority Working Interest in 3 previously producing natural gas wells in Kentucky. One well located in Eastern Kentucky is currently shut-in due to issues with the receiving transmission pipeline. We anticipate that if we elect to expand our operations in this region, we can satisfactorily resolve this issue and place this well back into production. We are currently identifying delivery options for the two gas wells for which we maintain a 100% Working Interest in Hart County, Kentucky. When we initiate the rework of two previously producing oil wells on the same leasehold, our plan is to construct a pipeline for delivery of natural gas produced from these wells.





Our West Virginia properties, operated by our wholly owned subsidiary US Natural Gas Corp WV ("WV"), are concentrated in Wayne County, West Virginia. We currently have the majority Working Interest in 121 natural gas wells of which 61 are currently in production.







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We acquired all wells, and the majority of all leaseholds and right of ways located in West Virginia through the acquisition of Wilon Resources, Inc. in 2010. We are currently addressing the remaining 60 wells through re-entry, swabbing, and completion procedures to place those capable of producing commercially viable natural gas into production. We anticipate that we will complete addressing each of the remaining wells during 2011.




We expect to generate long-term reserve and production growth through drilling activities, re-entry and completion projects, and further acquisitions. We believe that our management’s experience and expertise will enable it to identify, evaluate, and develop our oil and natural gas projects.





We continue to seek to identify oil and natural gas wells for possible acquisition. However, there can be no assurance that we will be able to enter into agreements for the acquisition of these oil wells upon terms that are satisfactory to the Company.





We expect to generate long-term reserve and production growth through drilling activities, re-entry and completion projects, and further acquisitions. We believe that our management’s experience and expertise will enable us to identify, evaluate, and develop oil and natural gas projects.





While we anticipate the majority of future capital expenditures will be expended on the acquisition of previously drilled wells, reworking of wells, and drilling of wells, we intend to use our experience and regional expertise to add leasehold interests to the inventory of leases for future drilling activities, as well as property acquisitions.





Recent Developments





On December 20, 2010, the Company, through its wholly owned subsidiary E 2 Investments, LLC (‘E 2”), entered into an Amendment to Securities Purchase Agreement (“Amendment”) to amend that certain securities purchase agreement, dated November 10, 2009, by and between E 2 and Harlis Trust. The original securities purchase agreement was filed as an exhibit on the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 16, 2009. The Amendment amends the securities purchase agreement to provide an updated payment schedule to the Seller by the reduction in the amount due from $396,500.00 to $20,000.00, the exchange of assignments pertaining to leases and right of ways, and the exchange of three deeds of trust pertaining to commercial loans executed by the Seller.





On October 27, 2010, US Natural Gas Corp WV ("WV"), a wholly owned subsidiary of the Company, entered into a purchase agreement with SEI Energy, LLC ("SEI") for the period of November 1, 2010 through October 31, 2015. Under the agreement, SEI will purchase the Company's production at the designated Delivery Point located in Wayne County, West Virginia. SEI shall pay WV ninety-eight percent of SEI's weighted average sales price at the designated meter less ten cents per MMBtu ("$0.10/MMBtu").





On August 31, 2010, the Company filed an S-1 Registration statement to register 41,098,650 shares of common stock and 41,098,650 shares of common stock underlying warrants issued to the shareholders of the Company under an Agreement and Plan of Share Exchange dated March 22, 2010 between the Company and Wilon Resources, Inc. On September 13, 2010, the S-1 Registration was deemed effective by the securities and Exchange Commission.





On August 4, 2010, KYTX Oil and Gas, LLC (‘KYTX”) filed a complaint in the Adair County, Kentucky Circuit Court for failure to pay $40,000.00 owed pursuant to the asset purchase agreement dated November 5, 2009. Subsequently, an Order was issued on October 12, 2010 by the court whereby the Company was ordered to pay the remaining principal amount of $40,000.00, prejudgment interest of $1,122.19, post-judgment interest of 12% per annum, and KYTX’s attorney’s fees. On November 9, 2010, the Company fully satisfied the financial obligations due per the Court Order.





On July 15, 2010, the Company entered into an employment agreement with Mr. Chuck Kretchman to serve as the Company’s Chief Financial Officer upon the terms and provisions and, subject to the conditions set forth in the Agreement, for a term, commencing on July 15, 2010, and terminating on December 31, 2011 unless earlier terminated as provided in the Agreement.  The Agreement included options to the Chief Financial Officer to purchase 600,000 shares of common stock at an average price of $.15 per share. The Executive agrees to accept an annual salary of $50,000 through September 30, 2010, increasing to $65,000 through December 31, 2010, then $90,000 effective January 1, to December 31, 2011. The Agreement contains a six month non-solicitation  clause and a confidentiality clause.





On July 10, 2010, E2 Investments, LLC purchased the mineral rights located on real property in Wayne County, West Virginia consisting of approximately 112 acres for a total purchase price of $20,000 paid at closing.








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On July 9, 2010, the Company entered into an agreement with Del Mar Corporate Consulting, LLC to provide investor relation services related to generating market awareness for the Company.  Pursuant to the Agreement, unless terminated upon ten (10) days written notice by the Company, the Consultant will receive $20,000 in cash and One Million shares of the Company’s common stock currently valued at $35,000.00.  The Consultant will also receive 500,000 warrants priced at $0.20 that will expire in three years.  In addition, the Company will issue the Consultant a bonus in the amount of One Million shares of the Company’s common stock in the event that the Consultant meets certain bench marks as agreed by the parties.





On May 28, 2010, the Company received notification from the appropriate state agencies that the acquisition of Wilon Resources, Inc. by the Company was effective. Subsequently on June 3, 2010, the Company received notification from FINRA that Wilon Resources, Inc. will no longer trade as a standalone entity. Since this date, the Company has worked with DTCC (the Depository Trust & Clearing Corporation) to help facilitate a smooth transition in the exchange of shares and issuance of warrants as per the share exchange agreement between the two companies.





On May 5, 2010, E 3 Petroleum Corp, a wholly owned subsidiary, entered into an Agreed Consent Order with the West Virginia Department of Environmental Protection Office of Oil & Gas, whereby the Company provided to the Office of Oil & Gas a schedule to abate all current violations and bring non-producing wells into production. In addition, the Company agreed to pay a civil administrative penalty in the amount of Twenty Five Thousand Dollars ($25,000.00) prior to April 1, 2011.





On April 14, 2010, the name change became effective along with a change in the Company's trading symbol from "ADVE" to "UNGS".





On April 12, 2010, the Company retained Louis Gutberlet, CPA of LGG & Associates, PC as the Company's new independent registered public accounting firm. The Board approved of the dismissal of Michael T. Studer, CPA, P.C. and the engagement of Louis Gutberlet, CPA of LGG & Associates, PC as its independent auditor.





On March 25, 2010, Wilon Resources, Inc filed an amendment to its Articles of Incorporation to change its name to US Natural Gas Corp WV.





On March 22, 2010, the Company amended the Articles of Incorporation to effectively change its name to US Natural Gas Corp.





On March 22, 2010, the Company amended the Articles of Incorporation for US Natural Gas Corp, a wholly owned subsidiary, to change the name of US Natural Gas Corp to US Natural Gas Corp KY.





On March 19, 2010, the Company's shareholders approved with 16,611,138 votes for and zero votes against to a share exchange between the Company and Wilon Resources, Inc. (Wilon), a Tennessee corporation whereby the Company acquired all of the outstanding shares of Wilon and hold Wilon as a wholly-owned subsidiary.  For each share of common stock of Wilon exchanged, the Company issued one share of the Company's common stock plus one warrant to purchase one additional share of common stock of the Company at an exercise price of  $.25 (25 cents) per share to be exercisable for a period of 5 years from the date of issue.  The shareholders for Wilon approved of the share exchange with 27,843,109 votes for and zero votes against.





On March 19, 2010, the Company's shareholders approved an amendment to its Articles of Incorporation changing the name of the Company to US Natural Gas Corp and an amendment deleting Article 8 thereof eliminating reference to a non-existent "Shareholders' Restrictive Agreement." Simultaneously, a majority of the shareholders of Wilon approved an amendment to its Articles of Incorporation changing its name to US Natural Gas Corp WV.





On March 1, 2010, E2 Investments, LLC purchased the mineral rights located on real property in Wayne County, West Virginia consisting of approximately 160 acres for a total purchase price of $35,000 paid at closing.





On February 28, 2010, the Company and Wilon executed a plan of share exchange between the two companies that was placed before the shareholders for a vote on March 19, 2010.





On February 9, 2010, Wilon Resources, Inc. (Wilon), a wholly owned subsidiary of the Company, merged with and into Wilon Resources of Tennessee, Inc. (WRT), a Tennessee Corporation.  All of the stock of Wilon's shareholders was acquired by WRT for consideration equal to 1000 shares of WRT for every one share of Wilon held by Wilon shareholders.  The name of WRT remained the same after the filing of the merger and Wilon approved the use of its name by WRT.





On February 2, 2010, the Company formed E3 Petroleum Corp, a wholly owned subsidiary organized under the laws of the State of Florida.  E3 Petroleum will be the operating and bonding subsidiary for wells operated in Kentucky and West Virginia.









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On January 12, 2010, the Company engaged Michael T. Studer, CPA, P.C. as its independent accountant. During the two most recent fiscal years and the interim periods preceding the engagement and through January 12, 2010, the Company did not consult Michael T. Studer, CPA, P.C. regarding any of the matters set forth in Item 304(a)(2) of Regulation S-K.





On January 11, 2010, the Board dismissed Paula Morelli CPA, P.C. as its independent registered public accounting firm. During the Company’s two most recent fiscal years and through January 11, 2010, there were no disagreements with Paula Morelli, CPA P.C. whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Paula Morelli, CPA P.C.’s satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with any report on the Company’s financial statements.





Going Concern





The Company is a development stage Company.  The Company had  revenues of $589,029 and has incurred losses of $2,729,891 for the period March 28, 2008 (inception) to December 31, 2010 and negative working capital aggregating $2,038,944. These factors raise substantial doubt about the Company’s ability to continue as a going concern.





There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available from external sources such as debt or equity financings or other potential sources. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company’s existing stockholders.





The Company intends to overcome the circumstances that impact its ability to remain a going concern through a combination of the commencement of revenues, with interim cash flow deficiencies being addressed through additional equity and debt financing. The Company anticipates raising additional funds through public or private financing, strategic relationships or other arrangements in the near future to support its business operations; however the Company may not have commitments from third parties for a sufficient amount of additional capital. The Company cannot be certain that any such financing will be available on acceptable terms, or at all, and its failure to raise capital when needed could limit its ability to continue its operations. The Company’s ability to obtain additional funding will determine its ability to continue as a going concern. Failure to secure additional financing in a timely manner and on favorable terms would have a material adverse effect on the Company’s financial performance, results of operations and stock price and require it to curtail or cease operations, sell off its assets, seek protection from its creditors through bankruptcy proceedings, or otherwise. Furthermore, additional equity financing may be dilutive to the holders of the Company’s common stock, and debt financing, if available, may involve restrictive covenants, and strategic relationships, if necessary to raise additional funds, and may require that the Company relinquish valuable rights.




Recent Accounting Pronouncements





In July 2010, the “Dodd-Frank Wall Street Reform and Consumer Protection Act” (“Wall Street Reform Act”) was signed into law.  The Wall Street Reform Act permanently exempts small public companies with less than $75 million in market capitalization (nonaccelerated filers) from the requirement in Section 404(b) of the Sarbanes-Oxley Act of 2002 that requires a registrant to provide an attestation report on management’s assessment of internal controls over financial reporting by the registrant’s external auditor.  Disclosure of management’s assessment of internal controls over financial reporting under existing Section 404(a) is still required for nonaccelerated filers.
 
 In February, 2010, the FASB issued Accounting Standards Update (“ASU”) 2010-09, effective immediately, which amended ASC Topic 855, Subsequent Events.  The amendment was made to address concerns about conflicts with SEC guidance and other practice issues.  Among the provisions of the amendment, the FASB defined a new type of entity, termed an “SEC filer,” which is an entity required to file with or furnish its financial statements to the SEC.  Entities other than registrants whose financial statements are included in SEC filings (e.g., businesses or real estate operations acquired or to be acquired, equity method investees, and entities whose securities collateralize registered securities) are not SEC filers.  While an SEC filer is still required by U.S. GAAP to evaluate subsequent events through the date its financial statements are issued, it is no longer required to disclose in the financial statements that it has done so or the date through which subsequent events have been evaluated.  The Company does not believe the changes have a material impact on its results of operations or financial position.
 
 In January 2010, the FASB issued ASU 2010-06, “Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements”.  This update requires more robust disclosures about valuation techniques and inputs to fair value measurements.  The update is effective for interim and annual reporting periods beginning after December 15, 2009.  This update had no material effect on the Company’s consolidated financial statements.
 
 In July 2009, the FASB issued ASC 855-10-50, “Subsequent Events”, which requires an entity to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the preparation of the financial statements. The final rules were effective for interim and annual reports issued after June 15, 2009.  The Company has adopted the policy effective September, 2009.  There was no material effect on the Company’s consolidated financial statements as a result of the adoption.




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In June 2009, the FASB issued ASC 105, Codification which establishes FASB Codification as the source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. The final rule was effective for interim and annual reports issued after September 15, 2009. The Company has adopted the policy effective September 30, 2009. There was no material effect on the presentation of the Company’s consolidated financial statements as a result of the adoption of ASC 105.
 
 On December 31, 2008, the SEC published the final rules and interpretations updating its oil and gas reporting requirements (“Modernization of Oil and Gas Reporting”).  In January 2010, the FASB released ASU 2010-03, Extractive Activities - Oil and Gas (“Topic 932”); Oil and Gas Reserve Estimation and Disclosures, aligning U.S. GAAP standards with the SEC’s new rules.  Many of the revisions were updates to definitions in the existing oil and gas rules to make them consistent with the petroleum resource management system, which is a widely accepted standard for the management of petroleum resources that was developed by several industry organizations.  Key revisions include: (a) changes to the pricing used to estimate reserves utilizing a 12-month average price rather than a single day spot price which eliminates the ability to utilize subsequent prices to the end of a reporting period when the full cost ceiling was exceeded and subsequent pricing exceeds pricing at the end of a reporting period; (b) the ability to include nontraditional resources in reserves; (c) the use of new technology for determining reserves; and (d) permitting disclosure of probable and possible reserves.  The SEC requires companies to comply with the amended disclosure requirements for registration statements filed after January 1, 2010, and for annual reports on Form 10-K for fiscal years ending on or after December 15, 2009.  ASU 2010-03 is effective for annual periods ending on or after December 31, 2009.  Adoption of Topic 932 did not have a material impact on the Company’s results of operations or financial position. In April 2010, the FASB issued ASU 2010-14, Accounting for Extractive Activities-Oil & Gas: Amendments to Paragraph 932-10-S99-1.  This ASU amends terminology as defined in Topic 932-10-S99-1. Adoption of this amendment did not have a material impact on the Company’s results of operations or financial position.


Results of Operations





This discussion should be read in conjunction with our financial statements included elsewhere in this report.





RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2010 COMPARED TO THE YEAR ENDED DECEMBER 31, 2009





Revenuesfor the year ended December 31, 2010 and December 31, 2009 were $544,838 and $44,191, respectively.  The Company had revenues of $589,029 for period from March 28, 2008 (inception) through December 31, 2010. The increase of $500,637 compared to 2009 revenues consists of an increase in oil and gas production sales of $38,609 and an increase in net gains from the sale of working interests in the oil and gas properties of $411,881. Additionally, new in 2010, were well management fees of $30,367 and other income of $19,790. Over the next twelve months, the Company anticipates an increase in revenue from the Company’s newly acquired subsidiary, US Natural Gas Corp WV.  In addition, the Company expects to generate additional revenue as it reworks, reopens, or drills new wells through its other wholly owned subsidiary, US Natural Gas Corp KY.





Operating Expensesfor the year ended December 31, 2010 and December 31, 2009 were $1,152,804 and $1,548,458, respectively.  The Company had operating expenses of $3,452,414 for the period from March 28, 2008 (inception) through December 31, 2010. The decrease of $395,654 compared to 2009 operating expenses consists primarily of a decrease in stock issued for consulting and other services of $1,001,852 offset by an increase in selling, general and administrative of $473,773 and an increase in depreciation, depletion and amortization of $122,596. The Company anticipates that its operating expenses will increase over the next twelve months for both operating subsidiaries as it continues to bring additional wells online and into production.





Net Lossfor the year ended December 31, 2010 and 2009 was $341,626 and $1,638,715, respectively.  The Company incurred a net loss of $2,861,890 for the period from March 28, 2008 (inception) through December 31, 2010. The decrease of $1,297,089 compared to 2009 was attributable to the explanations listed for revenues and operating expenses. In addition, the Company's net loss decreased compared to 2009 with an increase in net gains from the sale of marketable equity securities and investments of $358,880, an increase in interest expense of $271,978, and in 2010 had forgiveness of debt income of $375,868.





Liquidity and Capital Resources





At December 31, 2010 and December 31, 2009 cash and cash equivalents totaled $1 and $26,488, respectively.





For the year ended December 31, 2010 and 2009, cash used by operating activities was $577,796 and $192,049, respectively.  For the period from March 28, 2008 (inception) through December 31, 2010, cash used by operating activities was $790,596.  A total of $2,154,698 was expensed from the issuance of common stock for services, leases and reimbursements for the period from March 28, 2008 (inception) through December 31, 2010.





For the year ended December 31, 2010 cash from investing activities was $91,880.  For the year ended December 31, 2009 cash used by investing activities was $206,182. For the period from March 28, 2008 (inception) through December 31, 2010, cash used by investing activities was $126,752. The increase of $298,062 in cash from investing activities compared to 2009 consists primarily of proceeds received from the sale of various assets exceeded purchases of assets.





For the year ended December 31, 2010 and 2009, cash from financing activities was $459,429 and $404,420, respectively. For the period from March 28, 2008 (inception) through December 31, 2010, cash from financing activities was $917,349. This consisted of net borrowings on debt instruments of $690,193 and the issuance of common stock and warrants for cash of $227,156.





Recent Financings





For the year ended December 31, 2010 and 2009, the Company received $156,156 and $17,500, respectively in private financing from accredited investors. For the period from March 28, 2008 (inception) through December 31, 2010, the Company received $227,156 in private financing from accredited investors. The investors purchased common stock from the Company at prices ranging between $.001 through $.35 per share. These funds were utilized for the daily operating of the Company.








27








For a detailed list of financings, refer to Note I (note payable), Note K (common stock issuances/warrants), Note L (loans payable – other), and Note M (convertible debenture payable). These notes are located on pages F-14 - F-23 of the Notes to the Consolidated Financial Statements.





On September 24, 2009 we entered into a Securities Purchase Agreement with Tangiers. Pursuant to the Securities Purchase Agreement the Company may, at its discretion, periodically sell to Tangiers shares of its common stock for a total purchase price of up to $3,000,000. For each share of common stock purchased under the Securities Purchase Agreement, Tangiers will pay us 90% of the lowest volume weighted average price of the Company's common stock as quoted by Bloomberg, LP on the Over-the-Counter Bulletin Board or other principal market on which the Company's common stock is traded for the five days immediately following the notice date. The price paid by Tangiers for the Company's stock shall be determined as of the date of each individual request for an advance under the Securities Purchase Agreement. Tangiers’ obligation to purchase shares of the Company's common stock under the Securities Purchase Agreement is subject to certain conditions, including the Company obtaining an effective registration statement for shares of the Company's common stock sold under the Securities Purchase Agreement and is limited to $250,000 per ten consecutive trading days after the advance notice is provided to Tangiers. The Securities Purchase Agreement shall terminate and Tangiers shall have no further obligation to make advances under the Securities Purchase Agreement at the earlier of the passing of 18 months after the date that the Securities and Exchange Commission declares the Company’s registration statement effective or the Company receives advances from Tangiers equal to the $3,000,000. Upon the execution of the Securities Purchase Agreement, Tangiers received a one-time commitment fee equal to $150,000 of the Company's common stock divided by the lowest volume weighted average price of the Company's common stock during the 10 business days immediately following the date of the Securities Purchase Agreement, as quoted by Bloomberg, LP.





Off Balance Sheet Arrangements





None.





Critical Accounting Estimates





The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.





Effect of Recently Issued Accounting Pronouncements





Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.





Application of Critical Accounting Policies





Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America.  The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities.  On an ongoing basis, we evaluate our estimates, including those related to impairment of property, plant and equipment, intangible assets, deferred tax assets and fair value computation using the Black Scholes option-pricing model.  We base our estimates on historical experience and on various other assumptions, such as the trading value of our common stock and estimated future undiscounted cash flows, that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions; however, we believe that our estimates, including those for the above-described items, are reasonable.





Use of Estimates





In accordance with accounting principles generally accepted in the United States, management utilizes estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  These estimates and assumptions relate to recording net revenue, collectability of accounts receivable, useful lives and impairment of tangible and intangible assets, accruals, income taxes, inventory realization, stock-based compensation expense and other factors.  Management believes it has exercised reasonable judgment in deriving these estimates.  Therefore, a change in conditions could affect these estimates.







28






ITEM 8.     FINANCIAL STATEMENTS.





All financial information required by this Item is attached hereto at the end of this report beginning on page F-1 and is hereby incorporated by reference.





ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.





On July 15, 2009, our Board of Directors dismissed Drakeford and Drakeford, LLC (“Drakeford”) as the Company’s independent registered public accounting firm. The Board’s decision to dismiss Drakeford was based upon the revocation of the registration of Drakeford by the Public Company Accounting Oversight Board.





During the fiscal year ended December 31, 2008,  Drakeford’s reports on the Company's financial statements did not contain an adverse opinion or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles except, Drakeford’s audit reports for the year ended December 31, 2008 stated that several factors raised substantial doubt about the Company’s ability to continue as a going concern and that the financial statements do not include any adjustments that might result from the outcome of this uncertainty.





During the fiscal year ended December 31, 2008 and the subsequent interim period through July 15, 2009, (i) there were no disagreements between the Company and Drakeford on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to the satisfaction of Drakeford would have caused Drakeford to make reference to the matter in its reports on the Company's financial statements; and  (ii) there were no reportable events as the term described in Item 304(a)(1)(iv) of Regulation S-K.





On August 20, 2009, the Company provided Drakeford with a copy of the disclosures it is making in response to Item 4.01 on this Form 8-K/A, and requested that Drakeford furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements.  A copy of the letter, dated August 20, 2009, is filed as Exhibit 16.1 (which is incorporated by reference herein) to the Company’s Form 8-K filed with the SEC on August 20, 2009.





Following the dismissal of Drakeford, the Board retained Paula Morelli, CPA, P.C. as its independent registered public accounting firm.  Subsequently, on January 11, 2010, the Board dismissed Paula Morelli, CPA, P.C.. On January 12, 2010, the accounting firm of Michael T. Studer, CPA, P.C. was engaged as the Company’s new independent registered public accounting firm. The Board approved of the dismissal of Paula Morelli, CPA P.C. and the engagement of Michael T. Studer, CPA, P.C. as its independent auditor.





During the Company’s two most recent fiscal years and through January 11, 2010, there were no disagreements with Paula Morelli, CPA P.C. whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Paula Morelli, CPA, P.C.’s satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with any report on the Company’s financial statements.





Paula Morelli, CPA P.C. had been engaged as the Company’s independent registered public accounting firm since July 28, 2009 and had performed review procedures in connection with our unaudited financial statements included in our reports on Form 10-Q for the quarterly periods ended June 30, 2009 and September 30, 2009, but never audited any of the Company’s  financial statements.





The Company has requested that Paula Morelli, CPA, P.C. furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. The letter was attached as an exhibit to the Company’s Form 8-K filed on January 14, 2010.





On January 12, 2010, the Company engaged Michael T. Studer, CPA, P.C. as its independent accountant. During the two most recent fiscal years and the interim periods preceding the engagement and through January 12, 2010, the Company did not consult Michael T. Studer, CPA, P.C. regarding any of the matters set forth in Item 304(a)(2) of Regulation S-K.





On April 12, 2010, the Company retained Louis Gutberlet, CPA of LGG & Associates, PC as the Company's new independent registered public accounting firm. The Board approved of the dismissal of Michael T. Studer, CPA, P.C. and the engagement of Louis Gutberlet, CPA of LGG & Associates, PC as its independent auditor. Michael T. Studer, CPA, P.C. had been engaged as the Company’s independent registered public accounting firm since January 12, 2010 and had performed a review of the Company's 2008 audited financials.








29





During the Company’s two most recent fiscal years and through April 12, 2010, there were no disagreements with Michael T. Studer, CPA, P.C. whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Michael T. Studer, CPA, P.C.’s satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with any report on the Company’s financial statements.




ITEM 9A. CONTROLS AND PROCEDURES
 
 The Company’s Chief Executive Officer and Chief Financial Officer, and other members of management team have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)).
 
 Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures, as of the end of the period covered by this Report, were adequate and effective to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.
 
 The effectiveness of a system of disclosure controls and procedures is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of internal controls, and fraud.  Due to such inherent limitations, there can be no assurance that any system of disclosure controls and procedures will be successful in preventing all errors or fraud, or in making all material information known in a timely manner to the appropriate levels of management.
 
 Managements Annual Report on Internal Control Over Financial Reporting
 
 Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Securities Exchange Act of 1934 Rules 13a-15(f) and 15d-15(f).  Internal control over financial reporting refers to the process designed by, or under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer, and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:
 
 ·
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets;
 
 ·
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and
 
 ·
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the company’s financial statements.
 
 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness into future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
 Under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, the Company’s management conducted an evaluation of the effectiveness of the Company internal control over financial reporting as of December 31, 2010.  In making this assessment, the Company’s management used the criteria set forth in the framework in “Internal Control- Integrated- Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on the evaluation conducted under the framework in “Internal Control- Integrated Framework,” issued by COSO the Company’s management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2010.
 
 Changes in Internal Control Over Financial Reporting
 
 During 2010, the Company changed accounting systems to one that offered stronger access and validation controls than those included in the previous accounting system.  There have been no other changes to the Company’s system of internal control over financial reporting during the year ended December 31, 2010 that have materially affected, or are reasonably likely to materially affect, the Company’s system of controls over financial reporting.
 
 As part of a continuing effort to improve the Company’s business processes, Management is evaluating its internal controls and may update certain controls to accommodate any modifications to its business processes or accounting procedures.





ITEM 9B.  OTHER INFORMATION.





None.




30





PART III





ITEM 10.   DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.





The following table sets forth information about our executive officers, key employees and directors as of December 31, 2010. The board of directors elects our executive officers annually. A majority vote of the directors who are in office is required to fill vacancies. Each director will serve until his or her successor is elected and qualified, or until his or her earlier resignation or removal.








Name
Age
Position
Date of Election

Or Appointment as a

DirectorWayne Anderson
45
President and Chairman
March 2008Jim Anderson
71
Vice-Pres. and Director
March 2008Chuck Kretchman
50
Chief Financial Officer





Wayne Anderson, President and Chairman





Wayne Anderson has served as the President and Chairman of the Board of Us Natural Gas since the incorporation of the company, under the name of Adventure Energy, Inc., in March 2008.  Prior to founding Adventure Energy, Wayne Anderson acted as the Managing Member and a founding partner of Around the Clock Trading & Capital Management, LLC, an investment management company, and the General Partner of Around the Clock Partners, LP from January 2000 through 2008.  Through the fund Around the Clock Partners, LP, Mr. Anderson has made significant key investments within the natural resources sector.


Mr. Anderson has been a vital source in negotiating and executing transactions for several small to mid-sized companies.  From June 1997 through December 1999, Mr. Anderson was a proprietary equities trader.  Mr. Anderson practiced as a Podiatric physician from May 1993 through June 1997.  Mr. Anderson studied biology at the University of Georgia from 1984 to 1987 and then attended the Temple University School of Podiatric Medicine (formerly the Pennsylvania College of Podiatric Medicine) where he received a doctorate of podiatric medicine (DPM) in 1991.





Jim Anderson, Vice President and Director





Jim Anderson is the acting Vice President and serves as a Director of US Natural Gas.  Jim Anderson has been involved in commercial and residential real estate for more than 35 years. He brings a diversified business background in mergers and acquisitions, site selection, project planning and business strategy. From June 1991 through March of 2008, Mr. Anderson served as the President of National Hotel Investment. He was responsible for negotiating and acquiring properties in the hospitality industry. Prior to Mr. Anderson’s commercial and residential real estate career, he worked at Ashland Oil for 12 years. While at Ashland Oil, he was in charge of leaseholds, land acquisitions, and site selection.  Mr. Anderson attended Middle Georgia College for two quarters before leaving to serve in the US Army.





Chuck Kretchman, Chief Financial Officer





On July 15, 2010, the Company entered into an employment agreement with Mr. Chuck Kretchman to serve as the Company’s Chief Financial Officer. Mr. Kretchman, who is age 50, has more than 23 years of financial leadership experience and comes to US Natural Gas Corp from Suncoast Roofers Supply, Inc., where he served as Controller from October 1993 to February 2009. From September 1987 to September 1993, Mr. Kretchman served as Audit Supervisor at Gregory, Sharer & Stuart. CPAs. Mr. Kretchman is a certified public accountant and received a Bachelor of Science, Business Administration in Accounting at Florida Southern College. There are no transactions between the Company and Mr. Kretchman reportable under Item 404(a) of Regulation S-K.





COMMITTEES OF THE BOARD OF DIRECTORS





We have not established any committees, including an Audit Committee, a Compensation Committee, a Nominating Committee, or any committee performing a similar function. The functions of those committees are being undertaken by the entire board as a whole.





FAMILY RELATIONSHIPS





Wayne Anderson is the son of Jim Anderson.









31






Code of Business Conduct and Ethics





We have adopted a code of business conduct and ethics, which is attached as an exhibit to the 2008 Annual Report on Form 10-K.





ITEM 11.   EXECUTIVE COMPENSATION.





Overview





The following is a discussion of our program for compensating our named executive officers and directors. Currently, we do not have a compensation committee, and as such, our Board of Directors is responsible for determining the compensation of our named executive officers.





Compensation Program Objectives and Philosophy





The primary goals of our policy of executive compensation are to attract and retain the most talented and dedicated executives possible, to assure that our executives are compensated effectively in a manner consistent with our strategy and competitive practice and to align executives compensation with the achievement of our short- and long-term business objectives.





The board of directors considers a variety of factors in determining compensation of executives, including their particular background and circumstances, such as their training and prior relevant work experience, their success in attracting and retaining savvy and technically proficient managers and employees, increasing our revenues, broadening our product line offerings, managing our costs and otherwise helping to lead our Company through a period of rapid growth.





In the near future, we expect that our board of directors will form a compensation committee charged with the oversight of executive compensation plans, policies and programs of our Company and with the full authority to determine and approve the compensation of our chief executive officer and make recommendations with respect to the compensation of our other executive officers. We expect that our compensation committee will continue to follow the general approach to executive compensation that we have followed to date, rewarding superior individual and company performance with commensurate cash compensation.





Elements of Compensation





Our compensation program for the named executive officers consists primarily of base salary and equity compensation. There is no retirement plan, long-term incentive plan or other such plans.  The base salary we provide is intended to equitably compensate the named executive officers based upon their level of responsibility, complexity and importance of role, leadership and growth potential, and experience.





Base Salary





Our named executive officers receive base salaries commensurate with their roles and responsibilities. Base salaries and subsequent adjustments, if any, are reviewed and approved by our board of directors annually, based on an informal review of relevant market data and each executive’s performance for the prior year, as well as each executive’s experience, expertise and position. The base salaries paid to our named executive officers in 2010 are reflected in the Summary Compensation Table below.





Stock-Based Awards under the Equity Incentive Plan





We provide equity awards as a component of compensation.  Our 2009 Flexible Stock Plan permits the granting of stock options to its employees, directors, consultants and independent contractors for up to eight million shares of our common stock. We believe that such awards encourage employees to remain employed by the Company and also to attract persons of exceptional ability to become employees of the Company.









32





Summary Compensation Table




Salary


Bonus


Stock Awards


Option Awards


Non-Equity Incentive Plan Compensation


Change in Pension Value & Non-Qualified Deferred Compensation Earnings


All Other

Compensation


TotalName and Principal Position

Year

($)


($)


($)


($)


($)


($)


($)


($)(a)


(b)


(c)


(d)(3)








(e)Wayne Anderson, President, Secretary, Chairman

2010


115,000



0



0



0



0



0



541



115,541(1)

2009


90,000



50,000



500,000



125,000



0



0



7,500



722,5002008


0



0



0



0



0



0



0



0Jim Anderson, Vice President (2)

2010


30,000



0



0



0



0



0



541



30,5412009


45,000



25,000



250,000



62,500



0



0



7,500



390,0002008


0



0



0



0



0



0



0



0Chuck Kretchman, CFO (4)

2010


42,400



0



0



90,000



0



0



0



132,400








(1)
Effective upon the execution of the employment agreement dated April 1, 2009, Mr. Wayne Anderson served in the capacity as President, Treasurer, and Secretary. Effective July 15, 2010, Mr. Anderson no longer served in the capacity of treasurer.(2)
Effective upon the execution of the employment agreement dated April 1, 2009, Mr. Jim Anderson served in the capacity of Vice President.(3)
The values shown in this column represent the aggregate grant date fair value of equity-based awards granted during the fiscal year, in accordance with ASC 718, “Share Based-Payment”. The fair value of the stock options at the date of grant was estimated using the Black-Scholes option-pricing model, based on the assumptions described in the Notes to Financial Statements included in this Annual Report.(4)
Effective upon the execution of the employment agreement dated July 15, 2010, Mr. Chuck Kretchman served in the capacity of Vice President. Mr. Kretchman's employment agreement called for an eighteen month term with an initial base salary of $50,000 increasing to $60,000 effective September 30, 2010, and then increasing to $90,000 effective January 1, 2011. Mr. Kretchman was issued options to purchase 600,000 of the Company's common stock at an average price of $.15.(a)
Accrued salary and salary paid(b)
Accrued bonus to employee for execution of employment agreement(c)
Delivery of common stock to employee for execution of employment agreements.  Mr. Wayne Anderson received Two Million shares of the Company's common stock and Mr. Jim Anderson received One Million shares of the Company's common stock.(d)
Options issued to employee for execution of employment agreement.  More details on Options noted under Employment Agreements section below.(e)
Equity compensation received as a Director of the Company





We have not issued our executives any stock options or maintained any stock options under any other incentive plans other than our 2009 Flexible Stock Plan. Our executives have received a total of 4,916,676 shares under our 2009 Flexible Stock Plan from inception of the Flexible Stock Plan through April 12, 2011. We have no plans in place and have never maintained any plans that provide for the payment of retirement benefits or benefits that will be paid primarily following retirement including, but not limited to, tax qualified deferred benefit plans, supplemental executive retirement plans, tax-qualified deferred contribution plans and nonqualified deferred contribution plans.





Except as indicated below, we have no contracts, agreements, plans or arrangements, whether written or unwritten, that provide for payments to the named executive officers listed above.








33





2010 Outstanding Equity Awards at Fiscal Year-End




Option AwardsNumber of Securities

Underlying Unexercised

Options (#)


Option

Exercise Price

Option

ExpirationName
Exercisable
Unexercisable


($)

DateWayne Anderson
500,000
(1)




0.25

03/31/14President
250,000
(2)




0.50

04/30/15(3)
250,000



0.75

04/30/16(4)
250,000



1.00

04/30/17Jim AndersonVice President
250,000
(1)




0.25

03/31/14125,000
(2)




0.50

04/30/15(3)
125,000



0.75

04/30/16(4)
125,000



1.00

04/30/17Chuck Kretchman, Chief Financial Officer (5)
100,000





0.15

07/15/2013250,000
(6)




0.15

12/31/2013(7)
250,000



0.15

06/30/2014





(1)      These options vest immediately upon execution of employment agreement dated April 1, 2009


(2)      These options vest on May 1, 2010


(3)      These options vest on May 1, 2011


(4)      These options vest on May 1, 2012


(5)      These options were awarded Mr. Kretchman as per the employment agreement dated July 15, 2010


(6)      These options vest on December 31, 2010


(7)      These options vest on June 30, 2011

















34





COMPENSATION OF DIRECTORS





Director Compensation for year ending December 31, 2010





The Company’s directors currently serve without cash compensation. Directors receive 5,000 shares of common stock for their services per quarter.





The following table sets forth with respect to the named director, compensation information inclusive of equity awards and payments made in the year ended December 31, 2010.





Name

Fees Earned

or Paid in

Cash

($)


Stock

Awards

($)


Option

Awards

($)


Non-Equity

Incentive Plan

Compensation

($)


Nonqualified

Deferred

Compensation

Earnings

($)


All Other

Compensation

($)


Total

($)(a)

(b)


(c)


(d)


(e)


(f)


(g)


(h)Wayne Anderson


--


$
500.00
(1)


--



--



--



--


$
500.00
(1)-







--



--



--



--Jim Anderson


--


$
500.00
(1)


--



--



--



--


$
500.00
(1)





(1)  These stock awards were awarded in their capacity as Directors. The Company awarded the Directors common stock for the second, third and fourth quarters of 2009 and all four quarters of 2010 which aggregated $500.00 worth of stock.





Employment Agreements with Named Executive Officers





The Company entered into an employment agreement with Chuck Kretchman to serve as the Chief Financial Officer commencing on July 15, 2010 and terminating on December 31, 2011. In consideration of Mr. Kretchman's execution and delivery of this agreement, the Company shall issue to Mr. Kretchman options to purchase 600,000 shares of the Company's common stock at a strike price of $0.15 over the eighteen month agreement term. Pursuant to the agreement, Mr. Kretchman will receive a base annual salary of $50,000 through September 30, 2010, increasing to $65,000 through December 31, 2010, then $90,000 from January 1, 2011 through December 31, 2011. Mr. Kretchman shall be entitled to additional options or bonuses in amounts and under terms as determined by the Board of Directors, or the Compensation committee if the Company so forms one. Mr. Kretchman is entitled to participate in any and all benefit plans, from time to time, in effect for the Company's employees, along with vacation, sick and holiday pay in accordance with policies established and in effect from time to time.





The Company entered into an employment agreement with Wayne Anderson to serve as the President, Treasurer, and Secretary commencing on April 1, 2009 and terminating on  March 31, 2012.  In consideration of Mr. Anderson's execution and delivery of this agreement, the Company agreed to issue 2,000,000 shares of the Company's common stock and agreed to pay a sign on bonus of $50,000.  In addition, the Company shall issue to Mr. Anderson options to purchase 1,250,000 shares of the Company's common stock at varying strike prices over the three year agreement term.  Pursuant to the agreement, Mr. Anderson will receive an annual compensation of $120,000 in year one.  After the first year during the employment term, the annual salary for each successive year will be increased by the lesser of 10% or the percentage increase, if any, in the CPI for each year just completed measured for the entire twelve month period, plus three percent.  The Company shall pay Mr. Anderson a monthly stipend of $1,000 to cover automobile expenses.  Mr. Anderson is entitled to participate in any and all benefit plans, from time to time, in effect for the Company's employees, along with vacation, sick and holiday pay in accordance with policies established and in effect from time to time.  In the event that the employment agreement is ended due to  Mr. Anderson's death, incapacity or termination, the Company shall pay any accrued and unpaid salary for a one year period from the date of the event plus any performance bonus that would be payable for the one year period and unreimbursed business expenses.








35











The Company entered into an employment agreement with Jim Anderson to serve as the Vice President commencing on April 1, 2009 and terminating on March 31, 2012.  In consideration of Mr. Anderson's execution and delivery of this agreement, the Company agreed to issue 1,000,000 shares of the Company's common stock and agreed to pay a sign on bonus of $25,000.  In addition, the Company shall issue to Mr. Anderson options to purchase 625,000 shares of the Company's common stock at varying strike prices over the three year agreement term. Pursuant to the agreement, Mr. Anderson will receive an annual compensation of $60,000 in year one.  After the first year during the employment term, the annual salary for each successive year will be increased by the lesser of 10% or the percentage increase, if any, in the CPI for each year just completed measured for the entire twelve month period, plus three percent.  The Company shall pay Mr. Anderson a monthly stipend of $500 to cover automobile expenses.  Mr. Anderson is entitled to participate in any and all benefit plans, from time to time, in effect for the Company's employees, along with vacation, sick and holiday pay in accordance with policies established and in effect from time to time.  In the event that the employment agreement is ended due to  Mr. Anderson's death, incapacity or termination, the Company shall pay any accrued and unpaid salary for a one year period from the date of the event plus any performance bonus that would be payable for the one year period and unreimbursed business expenses.





Equity Compensation, Pension or Retirement Plans





No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees.





Options/SARS Grants During Last Fiscal Year





None.




36








ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS





The following table sets forth certain information, as of  April 6, 2011, with respect to any person (including any “group”, as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) who is known to us to be the beneficial owner of more than five percent (5%) of any class of our voting securities, and as to those shares of our equity securities beneficially owned by each of our directors and executive officers and all of our directors and executive officers as a group. Unless otherwise specified in the table below, such information, other than information with respect to our directors and executive officers, is based on a review of statements filed with the Securities and Exchange commission (the “Commission”) pursuant to Sections 13 (d), 13 (f), and 13 (g) of the Exchange Act with respect to our common stock. As of April 6, 2011, there were 187,361,092 shares of our common stock outstanding.





The number of shares of common stock beneficially owned by each person is determined under the rules of the Commission and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which such person has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within sixty (60) days after the date hereof, through the exercise of any stock option, warrant or other right. Unless otherwise indicated, each person has sole investment and voting power (or shares such power with his or her spouse) with respect to the shares set forth in the following table. The inclusion herein of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares.





The table also shows the number of shares beneficially owned as of April 6, 2011 by each of our individual directors and executive officers, by our nominee directors and executive officers and by all our current directors and executive officers as a group.





Name of Beneficial Owner (1)

Common Stock Beneficially Owned


% of Common StockWayne Anderson (2)(3)

11,880,344


06.34
%Jim Anderson (4)

14,371,642


07.67
%Chuck Kretchman (5)

350,000


00.19
%Around the Clock Trading & Capital Management, LLC (3)

71,952


00.04
%Officers and Directors as a Group

26,673,938


14.21
%Around the Clock Partners, LP (2)

3,419,537


01.83
%Dave Matheny (6)

12,533,805


06.69
%_____________(1) Beneficial Ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants, or convertible debt currently exercisable or convertible, or exercisable or convertible within 60 days of April 6, 2011 are deemed outstanding for computing the percentage of the person holding such option or warrant but are not deemed outstanding for computing the percentage of any other person. Percentages are based on a total of shares of common stock outstanding on April 6, 2011, and the shares issuable upon the exercise of options, warrants exercisable, and debt convertible on or within 60 days of April 6, 2011.(2) Wayne Anderson is a limited partner in Around the Clock Partners, LP. The General Partner of Around the Clock Partners, LP is Around the Clock Trading & Capital Management LLC. The shares included in Mr. Anderson’s beneficial ownership include share held in Mr. Anderson's name, 71,952 shares held by Around the Clock Trading & Capital Management, LLC, and 657,068 shares held by Mr. Anderson’s children, for which Mr. Anderson is the custodian.  The shares held in the name Around the Clock Partners, LP are not included in Mr. Anderson's beneficial ownership.

(3) Wayne Anderson is the managing member and sole owner of Around the Clock Trading & Capital Management LLC and has voting and dispositive power over the shares.

(4)  The shares included in Mr. Anderson's beneficial ownership include shares held in Mr. Anderson's name and 149,983 shares held in that of his spouse, Rita Anderson.

(5) The shares included in Mr. Kretchmans's beneficial ownership include the option to purchase 350,000 shares at an exercise price of $0.15, as per his employment agreement.

(6) The shares included in Mr. Matheny's beneficial ownership include shares held in Mr. Matheny's name and 2,405,667 shares held in the name of David and Allison Matheny.










37





ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.





At December 31, 2010, the Company has notes receivables from an officer in the amount of $110,597. The notes are due on demand with a 4% interest rate.





At December 31, 2010, the Company has accrued wages due officers in the amount of $260,000.





For the year ended December 31, 2010, the Company issued 7,541,158 shares of common stock for payment on a loan from an officer. At December 31, 2009, the Company owed an officer $85,100 at no interest.




ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES.





Audit Fees





The aggregate fees billable to us by our audit firm for the year ending December 31, 2010 for the audit and reviews of our annual and quarterly consolidated financial statements totaled $37,500.





Audit-Related Fees





We did not incur any assurance and audit-related fees in connection with the audit of the financial statements of the Company for the year ended December 31, 2010, other than as set forth in “Audit Fees” above.





Tax Fees





The aggregate fees billable to us by our CPA firm for the year ending December 31, 2010 for federal and state tax preparation totaled $10,000.





All Other Fees





The aggregate fees billable to us by our audit firm for the year ending December 31, 2010, for consultation with Form S-1, totaled $3,500.





As of the date of this filing, our current policy is to not engage our independent auditors to provide, among other things, bookkeeping services, appraisal or valuation services, or international audit services. The policy provides that we engage our independent audit firms to provide audit, tax, and other assurance services, such as review of SEC reports or filings.





AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES





The board of directors acts as the audit committee, and consults with respect to audit policy, choice of auditors, and approval of out of the ordinary financial transactions.







38








ITEM 15.   EXHIBITS.





Exhibits required by Item 601 of Regulation S-K





3.1
Articles of Incorporation (filed with Form S-1 (File No. 333-154799) on October 29, 2008 and incorporated by reference)3.2
Articles of Incorporation (amended and restated) (filed with Form S-1/A (File No. 333-154799) on December 9, 2008 and incorporated by reference)3.3
By-Laws (filed with Form S-1/A (File No. 333-154799) on December 9, 2008 and incorporated by reference)3.4
Amended and Restated Articles of Incorporation filed with the Secretary of State on October 21, 2009.3.5*
Articles of Amendment to Articles of Incorporation filed with the Florida Department of State Division of Corporations on March 19, 2010.3.6*
Articles of Merger filed with the Florida Department of State Division of Corporations on May 27, 201010.10
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, 200910.11
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)10.12
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)10.13
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)10.14
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)10.15
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)10.16
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)10.17
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)10.18
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)10.19
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)    39
    10.20
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)10.21
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)10.22
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)10.23
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)10.24
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)10.25
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)10.26
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)10.27
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)10.28
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)10.29
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)10.30
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)10.31
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)10.32
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)10.33
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)10.34
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)10.35
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)10.36
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)10.37*
Convertible Promissory Note between Asher Enterprises, Inc. and US Natural Gas Corp dated as of January 19, 201110.38*
Securities Purchase Agreement between Asher Enterprises, Inc. and US Natural Gas Corp dated as of January 19, 201110.39*
Consulting Agreement between E 2 Investments, LLC and Fitt Highway Products, Inc. dated as of January 24, 201110.40*
Convertible Promissory Note between Asher Enterprises, Inc. and US Natural Gas Corp dated as of February 3, 201110.41*
Securities Purchase Agreement between Asher Enterprises, Inc. and US Natural Gas Corp dated as of February 3, 201110.42*
Articles of Termination and Articles of Dissolution filed for B.T.U. Pipeline, Inc with the Tennessee Secretary of State dated March 4, 201110.43*
Term Sheet between Madison Brothers Investments, LLC and US Natural Gas Corp dated March 16, 201121.1*
List of Subsidiaries31.1*
Certification of Principal Executive Officer pursuant to Section 302 the Sarbanes-Oxley Act of 200231.2*
Certification of Principal Financial Officer pursuant to Section 302 the Sarbanes-Oxley Act of 200232.1*
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 200232.2*
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* Filed herewith











40








SIGNATURES





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, thereunto duly authorized.





US Natural Gas CorpDate: April 7, 2011
By:
/s/ Wayne AndersonWayne AndersonPresident and Director (Principal Executive Officer)By:
/s/ Jim AndersonVice President and DirectorBy:
/s/ Chuck KretchmanChief Financial Officer





Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the date indicated:





Signature

Title

Date/s/ Wayne Anderson

President and Director (Principal Executive Officer)

April 7, 2011Wayne Anderson/s/ Jim Anderson

Vice-President, and Director

April 7, 2011Jim Anderson/s/ Chuck Kretchman

Chief Financial Officer

April 7, 2011Chuck Kretchman

















41








INDEX TO FINANCIAL STATEMENTS








Financial StatementsReport of Independent Registered Certified Public Accounting Firms

F-2Consolidated Balance Sheets as of  December 31, 2010 and 2009

F-3Consolidated Statements of Operations for years ended December 31, 2010, and 2009

F-4and for March 28, 2008 (Inception) through December 31, 2010Consolidated Statements of Changes in Stockholders’ Equity for the period

F-5March 28, 2008 (Inception) through December 31, 2010Consolidated Statements of Cash Flows for years ended December 31, 2010, and 2009,

F-6and for March 28, 2008 (Inception) through December 31, 2010Notes to Consolidated Financial Statements

F-8 - F-27









F-1




REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
 
 To the Stockholders and Board of Directors
 US NATURAL GAS CORP (Effective March 22, 2010)
 St Petersburg, Florida
 
 In accordance with the terms and objectives of our engagement, we have audited the accompanying consolidated balance sheets of US NATURAL GAS CORP (Effective March 22, 2010) (Formally Adventure Energy, Inc.) (A Development Stage Enterprise) as of December 31, 2010 and 2009, and the related consolidated statements of operations and cash flows for the years then ended and from inception (March 28, 2008) through December 31, 2010, and the related consolidated statement of changes in stockholders’ equity from inception (March 28, 2008) through December 31, 2010. US NATURAL GAS CORP’smanagement is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
 
 As disclosed in Note R to these consolidated financial statements, US NATURAL GAS CORP restated its consolidated balance sheet as of December 31, 2009 to include a $300,000 note receivable inadvertently omitted on the issuance of Series B Preferred Stock.  This restatement had no effect of either operations or cash flows for the year ended December 31, 2009 or from inception (March 28, 2008) through December 31, 2010.  In addition, as disclosed in Note S to these consolidated financial statements, US NATURAL GAS CORP has restated its Statement of Changes in Stockholders’ Equity for the period from inception (March 28, 2008) through December 31, 2008 to retrospectively apply certain corrections to various immaterial errors which occurred in 2008.
 
 We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.  US NATURAL GAS CORP is not required at this time to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of US NATURAL GAS CORP’sinternal control over financial reporting.  Accordingly, we express no such opinion.
 
 An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used, and significant estimates made by the management of US NATURAL GAS CORP, as well as evaluating the overall consolidated financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.
 
 In our opinion, the consolidated financial statements referred to in the first paragraph of this report present fairly, in all material respects, the consolidated financial position of US NATURAL GAS CORP at December 31, 2010 and 2009, and the consolidated results of its operations and its consolidated cash flows for the years then ended, and from inception (March 28, 2008) through December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.
 
 In addition, we audited the prior period adjustments to the statement of changes in stockholder’s equity for the period from inception (March 28, 2008) through December 31, 2008 as disclosed in Note S to the consolidated financial statements.  In our opinion, such adjustments are appropriate and have been applied properly.  We will continue to report on these prior period adjustments as long as US NATURAL GAS CORP is a development stage enterprise and is required to disclose changes in its stockholder’s equity from inception (March 28, 2008) through the current year reported upon.
 
 The accompanying consolidated financial statements have been prepared and are presented assuming that US NATURAL GAS CORP will continue as a going concern.  As discussed in the notes to the consolidated financial statements, US NATURAL GAS CORP has incurred significant operating losses for the years ended December 31, 2010 and 2009, and from inception (March 22, 2008) through December 31, 2010.  In addition, although US NATURAL GAS CORP has commenced planned principal business operations there are insignificant revenues from oil and natural gas production and sales and its current liabilities substantially exceed its current assets.  These factors raise substantial doubt about US NATURAL GAS CORP’sability to continue as a going concern. US NATURAL GAS CORP management’s plans regarding these matters are described in the notes to the consolidated financial statements and elsewhere in this Form 10-K. In accordance with accounting principles generally accepted in the United States of America, the accompanying consolidated financial statements do not, at this time, include any adjustments that might result from the resolution of this significant uncertainty.
 
 
 /s/ LGG & Associates, PC
 
 LGG & Associates, PC
 Certified Public Accountants and
 Management Consultants
 Lawrenceville, Georgia  - April 7, 2011





F-2











US NATURAL GAS CORP


(Formerly Adventure Energy, Inc.)


(A Development Stage Enterprise)


CONSOLIDATED BALANCE SHEETS


December 31, 2010 and 2009








2010


2009ASSETSCURRENT ASSETSCash and cash equivalents

$
1


$
26,488Accounts receivable:Joint interest billing


227,036



-Other


17,432



97,900Marketable equity securities


6,793



-Materials and supplies


-



15,000Prepaid expenses


33,008



21,000Notes receivable, current


115,474



50,000Notes receivable, stockholder


110,597



-Total current assets


510,341



210,388PROPERTY AND EQUIPMENTOil and gas properties and equipment, net


4,557,661



224,474OTHER ASSETSNotes receivable


557,726



1,525,000Debenture escrow


99,190



99,190Investments


-



72,900Miscellaneous


150,910



150,173TOTAL ASSETS

$
5,875,828


$
2,282,125LIABILITIES AND STOCKHOLDERS' EQUITYCURRENT LIABILITIESAccounts payable and accrued expenses

$
1,030,505



282,745Accounts payable, revenue distribution


7,924



-Advances due related parties, net


-



86,752Notes payable, current


1,224,870



595,868Loans payable, other


5,986



23,000Loans payable, stockholders


-



85,100Convertible debentures payable


280,000



50,000Total current liabilities


2,549,285



1,123,465LONG-TERM LIABILITIESNotes payable


550,000



900,000STOCKHOLDERS' EQUITYPreferred stock:Series A


1,000



1,000Series B


300



300Common Stock


148,947



22,186Additional paid in capital


5,356,187



2,623,439Deficit accumulated during the development stage


(2,729,891
)


(2,388,265
)Total stockholders' equity (deficit)


2,776,543



258,660TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$
5,875,828


$
2,282,125
 The accompanying notes are an integral part of these consolidated financial statements.
    F-3


US NATURAL GAS CORP


(Formerly Adventure Energy, Inc.)


(A Development Stage Enterprise)


CONSOLIDATED STATEMENTS OF OPERATIONS


Years Ended December 31, 2010 and 2009 and from March 28, 2008 (Inception) through December 31, 2010





Inceptionthrough2010


2009


December 31, 2010Revenue earnedOil and gas production sales

$
44,350


$
5,741


$
50,091Net gain on sale of oil and gas properties and equipment


450,331



38,450



488,781Well management Fees


30,367



-



30,367Other


19,790



-



19,790Total revenue earned


544,838



44,191



589,029Cost of oil and gas operations


133,767



57,380



191,147Gross profit (loss)


411,071



(13,189
)


397,882Operating ExpensesSelling, general and administrative


726,817



253,044



1,002,214Stock issued for legal services


135,680



125,851



699,031Stock issued for consulting and other services


146,050



1,147,902



1,585,251Depreciation, depletion and amortization


144,257



21,661


$
165,918Total operating expenses


1,152,804



1,548,458



3,452,414Loss from operations


(741,733
)


(1,561,647
)


(3,054,532
)Other Income (expenses)Net gain (loss) from sale of marketable equity securities and investments


292,639



(66,241
)


228,000Forgiveness if debt


375,868



-



375,868Interest income


14,405



-



14,405Interest expense


(282,805
)


(10,827
)


(293,632
)Loss before provision for income taxes


(341,626
)


(1,638,715
)


(2,729,891
)Provision for income taxes (Note J)


-



-



-Net loss

$
(341,626
)

$
(1,638,715
)

$
(2,729,891
)Basic loss per common share

$
(0.01
)

$
(0.10
)Diluted loss per common share

$
(0.01
)

$
(0.10
)Weighted average common shares outstanding - basic


71,627,014



16,416,412Weighted average common shares outstanding - diluted (see Note A)


-



-








The accompanying notes are an integral part of these consolidated financial statements.






F-4






US NATURAL GAS CORP


(Formerly Adventure Energy, Inc.)


(A Development Stage Enterprise)


CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY


From March 28, 2008 (Inception) through December 31, 2010





Preferred stock


Common Stock


Additional

Paid in


Deficit Accumulated

DuringShares


Amount


Shares


Amount


Capital


Development


TotalIssuance of common stock for cash on March 28, 2008 at $.001 per share




$
-



10,000,000


$
10,000


$
-


$
-


$
10,000Issuance of common stock for consulting and other services at $.25 to $.35

per share









854,236



854



290,445







291,299Issuance of common stock for legal services valued at $.35 per share









1,250,000



1,250



436,250







437,500Issuance of common stock and warrants for cash at $.25 to $.35 per share









135,715



136



43,364







43,500Net loss for the period March 28, 2008 to December  31, 2008





















(749,550
)


(749,550
)Balance at December 31, 2008, Restated-Note S


-



-



12,239,951



12,240



770,059



(749,550
)


32,749Issuance of Series A and B shares at par value


1,300,000



1,300











299,700







301,000Issuance of common stock for consulting and other services at $.07 thru $.66 per share










9,565,959



9,566



1,428,209







1,437,775Issuance of common stock for legal services at $.11 and $.35 per share










380,000



380



125,471







125,851




Net loss for the year ended December 31, 2009






















(1,638,715
)


(1,638,715
)Balances at December 31, 2009


1,300,000



1,300



22,185,910



22,186



2,623,439



(2,388,265
)


258,660Issuance of common stock for consulting and other services at $.01 thru $.09 per share










5,450,000



5,450



150,100







155,550Issuance of common stock for cash at $.01 thru $.25 per share










7,882,096



7,882



148,274







156,156Issuance of common stock for debt reduction at $.01 thru $.10 per share










63,234,114



63,234



661,610







724,844Issuance of common stock and warrants for acquisition of Wilon Resources, Inc. at $.035 per share










48,207,973



48,208



1,639,071







1,687,279Issuance of common stock for legal services at $.05 thru $.10 per share










1,987,285



1,987



133,693







135,680Net loss for the year ended December 31, 2010






















(341,626
)


(341,626
)Balances at September 30, 2010


1,300,000


$
1,300



148,947,378


$
148,947


$
5,356,187


$
(2,729,891)


$
2,776,543








The accompanying notes are an integral part of these consolidated financial statements.






F-5








US NATURAL GAS CORP


(Formerly Adventure Energy, Inc.)


(A Development Stage Enterprise)


CONSOLIDATED STATEMENTS OF CASH FLOWS


Years Ended December 31, 2010 and 2009 and from March 28, 2008 (Inception) through December 31, 2010





Inceptionthrough2010


2009


December 31, 2010OPERATING ACTIVITIES:Net loss

$
(341,626
)

$
(1,638,715
)

$
(2,729,891
)Adjustments to reconcile net loss to net cash provided by operating activities:Depreciation, depletion and amortization


144,257



21,661



165,918Forgiveness of debt


(375,868
)


-



(375,868
)Net (gain) loss from sale of marketable equity securities and investments


(292,639
)


66,241



(228,000
)Net gain from sale of oil and gas properties and equipment


(450,331
)


(38,450
)


(488,781
)Issuance of common stock for services, leases, and reimbursements


273,229



1,151,068



2,154,698Changes in operating assets and liabilities:Accounts receivable, joint interest billing


(40,661
)


-



(40,661
)Accounts receivable, other


58,623



(19,900
)


38,723Materials and supplies


15,000



(15,000
)


-Prepaid expenses


5,779



-



5,779Other assets


(81,074
)


(1,700
)


(82,774
)Accounts payable and accrued expenses


499,591



282,746



782,337Accounts payable, revenue distribution


7,924



-



7,924Net cash flows from operating activities


(577,796
)


(192,049
)


(790,596
)INVESTING ACTIVITIES:Purchase of investments


(218,240
)


(78,000
)


(296,240
)Proceeds from sale of investments


33,830



26,400



60,230Purchases of  marketable equity securities


(2,322,403
)


-



(2,328,853
)Proceeds from sale of marketable equity securities


2,676,021



20,308



2,696,329Collections on notes receivable


101,755



-



101,755Lending on notes receivable, stockholder


(110,597
)


-



(110,597
)Purchase of property and equipment


(484,586
)


(213,340
)


(703,926
)Proceeds from sale of oil and gas properties and equipment


416,100



38,450



454,550Net cash flows from investing activities


91,880



(206,182
)


(126,752
)FINANCING  ACTIVITIES:Issuance of common stock and warrants for cash


156,156



17,500



227,156Borrowings from notes payable


-



142,068



142,068Payments on notes payable


(30,000
)


-



(30,000
)Net borrowings from loans payable - stockholders


34,406



85,100



119,506Net borrowings from loans payable - other


36,229



23,000



59,229Borrowing from related entity, net


7,638



86,752



94,390Borrowings from convertible debentures


255,000



50,000



305,000Net cash flows from financing activities


459,429



404,420



917,349NET  INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


(26,487
)


6,189



1CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD


26,488



20,299



-CASH AND CASH EQUIVALENTS,  END OF PERIOD

$
1


$
26,488


$
1


F-6








US NATURAL GAS CORP


(Formerly Adventure Energy, Inc.)


(A Development Stage Enterprise)


CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)


Years Ended December 31, 2010 and 2009 and from March 28, 2008 (Inception) through December 31, 2010











Inceptionthrough2010



2009


December 31, 2010Supplemental Disclosures of Cash Flow Information:Taxes paid


-



-



-Interest paid


-



-



-Issuance of common stock for reduction of convertible debenture

$
25,000



-


$
25,000Issuance of common stock for purchase of equipment


-



-


$
5,585Issuance of common stock for acquisition of SLMI Options, LLC


-



-


$
99,600Issuance of preferred stock for acquisition of SLMI Options, LLC


-



-


$
1,300Issuance of common stock for funding of debenture escrow


-



-


$
99,190Issuance of common stock for funding of prepaid expenses

$
18,000



-


$
39,000Issuance of common stock for funding of other assets


-



-


$
169,683Issuance of common stock for reduction of accounts payable and accrued expenses

$
90,100



-


$
90,100Issuance of common stock for reduction of loans payable, shareholder

$
88,370



-


$
88,370Issuance of common stock for reduction of loans payable, other

$
31,300



-


$
31,300Issuance of common stock for reduction of notes payable

$
490,074



-


$
490,074Issuance of common stock for acquisition of Wilon Resources, Inc.

$
1,687,279



-


$
1,687,279Financing the sale of oil and gas properties with a note receivable

$
300,000



-


$
300,000Note receivable for Series B convertible preferred stock

$
-


$
300,000


$
300,000





The accompanying notes are an integral part of these consolidated financial statements.






F-7






US NATURAL GAS CORP


(Formerly Adventure Energy, Inc.)


(A Development Stage Enterprise)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


From Inception (March 28, 2008) through December 31, 2010





NOTE A –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Nature of Operations





US Natural Gas Corp (the “Company”) (formerly “Adventure Energy, Inc.”) was incorporated in the state of Florida on March 28, 2008. The Company is an independent oil and natural gas operator engaged in exploration, development and production activities in the Appalachian Basin, particularly in Kentucky and West Virginia. The Company's business strategy focuses primarily on the drilling and acquisition of proved developed and undeveloped properties and on the enhancement and development of those properties.


On July 20, 2009, the Company formed E 2 Investments, LLC ("E 2") to actively make equity investments in private and publically owned companies and to acquire energy related holdings.
  On August 25, 2009, the Company formed Wilon Resources, Inc. in the state of Tennessee.  On February 9, 2010, Wilon Resources, Inc. ("Wilon") merged with and into Wilon Resources of Tennessee, Inc. ("WRT"), a publically owned Tennessee Corporation.  All of the stock of Wilon owned by the Company was acquired by WRT for consideration equal to 1,000 shares of WRT for every one share of Wilon held by the Company.  Subsequent to the merger, Wilon approved the use of the name Wilon Resources, Inc. by WRT.
  On September 4, 2009, the Company entered into a lender acquisition agreement with SLMI Holdings, LLC, a Nevada Limited Liability Company.  Through this agreement, the Company acquired SLMI Options, LLC.  The sole purpose of this acquisition of SLMI Options, LLC is to hold the three commercial notes issued by Wilon Resources, Inc., (formerly "Wilon Resources of Tennessee, Inc.') in the years 2005 through 2007.
  On February 1, 2010, the Company formed US Natural Gas Corp in the state of Florida.  Subsequently, on March 22, 2010 the Company changed the name to US Natural Gas Corp KY.  With this name change, all assets held in the state of Kentucky were transferred from US Natural Gas Corp to US Natural Gas Corp KY.
  On February 2, 2010, the Company formed E 3 Petroleum Corp ("E 3") in the state of Florida. E 3 acts as the operator and bonding entity for the Company’s wells in the states of Kentucky and West Virginia.




On March 19, 2010, the shareholders of Adventure Energy, Inc. (now US Natural Gas Corp) approved an amendment to its Articles of Incorporation changing the name of the Company to US Natural Gas Corp, and an amendment deleting Article 8 thereof to eliminate reference to a non-existent Shareholders' Restrictive Agreement. Wilon simultaneously completed a name change to US Natural Gas Corp WV. On April 13, 2010, the Company received approval from FINRA recognizing the name change and approving a corresponding change of the Company's trading symbol from "ADVE" to "UNGS".


On March 19, 2010, the Company's shareholders approved with 16,611,138 votes "for" and zero votes "against" to an exchange of shares between the Company and Wilon Resources, Inc. ("Wilon"), whereby the Company acquired all of the outstanding shares of Wilon.  For each share of common stock of Wilon exchanged, the Company issued one share of the Company's common stock plus one warrant to purchase one additional share of common stock of the Company at an exercise price of  $.25 (25 cents) per share to be exercisable for a period of 5 years from the date of issue. Wilon's shareholders approved the share exchange with 27,843,109 votes "for" and zero votes "against".









Principles of Consolidation





The consolidated financial statements include the accounts of US Natural Gas Corp, and its wholly owned subsidiaries, US Natural Gas Corp WV, US Natural Gas Corp KY, SLMI Options, LLC, E2 Investments, LLC, E3 Petroleum Corp and B.T.U. Pipeline, Inc.  All significant intercompany accounts and transactions have been eliminated in consolidation.





F-8


US NATURAL GAS CORP


(Formerly Adventure Energy, Inc.)


(A Development Stage Enterprise)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


From Inception (March 28, 2008) through December 31, 2010





NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Cash and Cash Equivalents





The Company considers all liquid debt securities with an original maturity of 90 days or less that are readily convertible into cash to be cash equivalents.





Marketable Equity Securities





Marketable equity securities are stated at lower of cost or market value with unrealized gains and losses included in operations.  The Company has classified its marketable equity securities as trading securities.





Recently Enacted Accounting Standards





On December 31, 2008, the SEC published its final rules and interpretations updating its oil and gas reporting requirements.  Many of the revisions are updates to definitions in the existing oil and gas rules to make them consistent with the petroleum resource management system, which is a widely accepted standard for the management of petroleum resources that was developed by several industry organizations.  Key revisions include changes to the pricing used to estimate reserves utilizing a 12-month average price rather than a single day spot price which eliminates the ability to utilize subsequent prices to the end of a reporting period when the full cost ceiling was exceeded and subsequent pricing exceeds pricing at the end of a reporting period, the ability to include nontraditional resources in reserves, the use of new technology for determining reserves, and permitting disclosure of probable and possible reserves. The SEC requires companies to comply with the amended disclosure requirements for registration statements filed after January 1, 2010, and for annual reports on Form 10-K for fiscal years ending on or after December 15, 2009.  Early adoption was not permitted.  The Company is currently assessing the impact that the adoption will have on the Company’s disclosures, operating results, financial position and cash flows.





In June 2009, the FASB issued guidance now codified as ASC 105, Generally Accepted Accounting Principles as the single source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP, aside from those issued by the SEC.





ASC 105 does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all authoritative literature related to a particular topic in one place.  The adoption of ASC 105 did not have a material impact on the company’s consolidated financial statements, but did eliminate all references to pre-codification standards.





In May 2009, FASB issued ASC 855, Subsequent Events, which establishes general standards for the evaluation, recognition and disclosure of events, and transactions that occur after the balance sheet date.  Although there is new terminology, the standard is based on the same principles as those that currently exist in the auditing standards.  The standard, which includes a new required disclosure of the date through which an entity has evaluated subsequent events, is effective for interim or annual periods ending after June 15, 2009.





Materials and Supplies





Materials and supplies consist primarily of parts and accessories necessary to maintain the oil and gas properties.  They are presented at the lower of cost or market value.





Use of Estimates





The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period.  Actual results could differ from those estimates.  (See Note B - Acquisition of Wilon Resources, Inc.)










F-9




US NATURAL GAS CORP


(Formerly Adventure Energy, Inc.)


(A Development Stage Enterprise)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


From Inception (March 28, 2008) through December 31, 2010








NOTE A –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Concentration of Credit Risk





Financial  instruments which potentially subject the Company to a concentration of credit risk consists primarily of trade accounts receivable from a variety of local,  national, and international oil and natural gas companies.  Such credit risk is considered by management to be limited due to the financial resources of those oil and natural gas companies.





Risk Factors





The Company operates in an environment with many financial  risks including, but not limited to, the ability to acquire additional economically recoverable gas reserves, the continued ability to market drilling programs, the inherent risks of the search for, development of and production of  gas, the ability to sell natural gas at prices which will provide attractive rates of return, the volatility and seasonality of  gas production and prices, and the highly competitive nature of the industry as well as worldwide economic conditions.





Fair Value of Financial Instruments





The Company defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties.  Financial instruments  included in the  Company's financial statements include cash and cash equivalents,  short-term investments, accounts receivable,  other receivables,  other assets,  accounts payable, notes payable and due to affiliates.  Unless otherwise disclosed in the notes to the financial statements, the carrying value of financial instruments is considered to approximate fair value due to the short maturity and characteristics of those instruments.  The carrying value of debt approximates fair value as terms approximate those currently available for similar debt instruments.





Reclassifications





Certain amounts in the consolidated financial statements were reclassified to conform to the December 31, 2010 presentation.




Oil and Gas Properties





The Company has adopted the successful efforts method of accounting for gas producing activities.  Under the successful efforts method, costs to acquire mineral interests in gas properties, to drill and equip exploratory wells that find proved reserves, and to drill and equip developmental wells are capitalized.  Costs to drill exploratory wells that do not find proved reserves, costs of developmental wells on properties the Company has no further interest in, geological and geophysical costs, and costs of carrying and retaining unproved properties are expensed.  Unproved gas properties that are significant are periodically assessed for impairment of value, if any, and a loss is recognized at the time of impairment by providing an impairment allowance.  Other unproven properties are expensed when surrendered or expired.





When a property is determined to contain proved reserves, the capitalized costs of such properties are transferred from unproved properties to proved properties and are amortized by the unit-of-production method based upon estimated proved developed reserves.  To the extent that capitalized costs of groups of proved properties having similar characteristics exceed the estimated future net cash flows, the excess, if any, of capitalized costs are written down to the present value of such amounts.  Estimated future net cash flows are determined based primarily upon the estimated future proved reserves related to the Company's current proved properties and, to a lesser extent, certain future net cash flows related to operating and  related fees due the Company related to its management of various partnerships.  The Company follows U.S. GAAP in Accounting for Impairments.  On sale or abandonment of an entire interest in an unproved property, gain or loss is recognized, taking into consideration the amount of any recorded impairment.  If a partial interest in an unproved property is sold, the amount received is treated as a reduction of the cost of the interest retained.











F-10








US NATURAL GAS CORP


(Formerly Adventure Energy, Inc.)


(A Development Stage Enterprise)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


From Inception (March 28, 2008) through December 31, 2010








NOTE A –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Revenue Recognition





Revenue from product sales is recognized when all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) the price is fixed or determinable, (3) collectability is reasonably assured, and (4) delivery has occurred.





Stock-Based Compensation





Stock-based compensation is accounted for at fair value in accordance with U.S. GAAP.





Income Taxes





Income taxes are accounted for under the assets and liability method described in SFAS NO. 109, "Accounting For Income Taxes".  Current income taxes are provided in accordance with the laws of the respective taxing authorities.  Deferred income taxes are provided for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards.  Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is not more likely than not that some portion or all of the deferred tax assets will be realized.





Net Income (Loss) per Common Share





Basic net income (loss) per common share is computed based on the weighted average number of common shares outstanding during the period.





Diluted net income (loss) per common share is computed based on the weighted average number of common shares and dilutive securities (such as stock options, warrants, and convertible securities) outstanding.  Dilutive securities having an anti-dilutive effect on diluted net income (loss) per share and are excluded from the calculation.





At December 31, 2010, diluted weighted average common shares outstanding exclude 61,113,415 shares issuable on exercise of the 61,113,415 warrants outstanding at December 31, 2010.





NOTE B - ACQUISITION OF WILON RESOURCES, INC.





On May 28, 2010, the Company received notification from the appropriate state agencies that the acquisition of Wilon Resources by the Company was effective.  On June 3, 2010, final approval was given by FINRA for the share exchange between the Company and Wilon Resources.  The Company issued one share of common stock for each share of Wilon stock outstanding (49,207,973 shares) plus one warrant to purchase an additional share exercisable for a period of 5 years from the issue date.  In July 2010, the Company canceled 1,000,000 shares of common stock relating to the Wilon acquisition.  These shares were owned by the Company.  The Company's common stock at June 3, 2010 had a value of $.035 per share making the acquisition price $1,687,279.





The Company accounted for the business combination using the purchase method.  The estimated fair market value of Wilon's net assets (assets less liabilities) was recorded at the value of the acquisition price of $1,687,279.  Management reduced its original estimate of the fair market value.  This reduction in the estimate had no effect on the recorded amount of the transaction as the excess fair market value over the acquisition price reduced the recorded value of oil and gas properties and equipment.  The oil and gas properties consist of 115 natural gas wells, 12,000 acres of mineral rights leases and the gathering system interconnecting the wells.  The Company intends to retain a third party to complete a Reserve Report covering the 12,000 acres located in Wayne County, West Virginia substantiating proven and unproven wells.  The estimates used by the Company in recording the acquisition could change significantly pending the valuation results of the third party.














F-11








US NATURAL GAS CORP


(Formerly Adventure Energy, Inc.)


(A Development Stage Enterprise)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


From Inception (March 28, 2008) through December 31, 2010








NOTE C—RELATED PARTY TRANSACTIONS





Notes receivable, shareholder totals $110,597 as of December 31, 2010. Interest receivable on the note is $2,832 at December 31, 2010.  The notes are due on demand with a 4% interest rate.





The Company is indebted to its officers in the amount of $85,100 at no interest for various expenses as of December 31, 2009.





Included within accounts payable and accrued expenses are wages due officers and shareholders of $260,000 and $210,000 as of December 31, 2010 and December 31, 2009.




NOTE D – GOING CONCERN




The Company is a development stage enterprise and although it has commenced planned principal business operations, there are insignificant revenues there from.  The Company has incurred losses of $2,729,891for the period March 28, 2008 (inception) through December 31, 2010 and has negative working capital balance aggregating $2,038,944.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.





There can be no assurance that sufficient funds required during the next year, or thereafter, will be generated from operations or that funds will be available from external sources such as debt or equity financings or other potential sources.  The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and therefore would have a material adverse effect on its business.  Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company’s existing stockholders.





The Company intends to overcome the circumstances that affect its ability to remain a going concern through a combination of the commencement of revenues, with interim cash flow deficiencies being addressed through additional equity and debt financing.  The Company anticipates raising additional funds through public or private financing, strategic relationships or other arrangements in the near future to support its business operations; however the Company may not have commitments from third parties for a sufficient amount of additional capital.  The Company cannot be certain that any such financing will be available on acceptable terms, or at all, and its failure to raise capital when needed could limit its ability to continue its operations.  The Company’s ability to obtain additional funding will determine its ability to continue as a going concern.  Failure to secure additional financing in a timely manner and on favorable terms would have a material adverse effect on the Company’s financial performance, results of operations and stock price and require it to curtail or cease operations, sell off its assets, seek protection from its creditors through bankruptcy proceedings, or otherwise.  Furthermore, additional equity financing may be dilutive to the holders of the Company’s common stock, and debt financing, if available, may involve restrictive covenants, and strategic relationships, if necessary to raise additional funds, and may require that the Company relinquish valuable rights.





The accompanying financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.




NOTE E - MARKETABLE EQUITY SECURITIES





At December 31, 2010, marketable equity securities consisted of equity securities held through Transcend Capital LP with a cost and fair market value of $6,793.  For the period March 28, 2008 (inception) to December 31, 2010, the net gain from marketable equity securities was $344,000.











F-12











US NATURAL GAS CORP


(Formerly Adventure Energy, Inc.)


(A Development Stage Enterprise)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


From Inception (March 28, 2008) through December 31, 2010





NOTE F – PROPERTY AND EQUIPMENT





Property and equipment consists of the following at:


12/31/2010


12/31/2009Land and mineral rights

$
180,602


$
-Computer Software


13,000



-Field Equipment


22,660



10,585Transportation Equipment


111,290



-Oil and Gas Properties


4,289,658



214,340Accumulated depreciation and depletion


(59,549
)


(451
)Net property and equipment

$
4,557,661


$
224,474





The Company uses the straight-line method of depreciation for computer software and field and transportation equipment with an estimated useful life ranging from three to twenty years.  The Company uses the straight-line method of depletion for oil and gas properties with an estimated useful life ranging from seven to twenty-five years. Included in the December 31, 2010 balances are the estimated fair market values of property and equipment acquired from Wilon Resources during the year.  These estimates could change significantly pending a valuation by third parties.  (See Note B - Acquisition of Wilon Resources, Inc.)




NOTE G - NOTES RECEIVABLE




Notes receivable consist of the following at:


12/31/2010


12/31/2009Note receivable, interest at 1%, $100,000 due January 2011,balance due to be deducted from gas revenue distributions

$
300,000


$
-Note receivable, interest at 3%, due September 2014, collateralizedby Series B preferred stock


300,000



300,000Non-interest bearing notes due on demand

$
13,500


$
50,000Notes receivable, interest at prime + 1%, due on demand


-



925,000Note receivable, due in 2013


-



300,000Note receivable, interest at 9%, $605 due monthly through December 2025


59,700



-Less current portion


(115,474
)


(50,000
)Notes receivable long-term

$
557,726


$
1,525,000





At December 31, 2009, Wilon Resources of Tennessee, Inc. owed the company $1,225,000.  That amount has been eliminated in the December 31, 2010 consolidation, as the Company acquired Wilon Resources during the year.





NOTE H - OTHER ASSETS




Other assets consist of the following at:


12/31/2010


12/31/2009Loan commitment fee

$
169,683


$
169,683Accumulated amortization


( 106,052
)


(21,210
)Operating bonds


87,279



2,000Total Other Assets

$
150,910



150,473





Loan commitment fee is amortized over the life of the agreement using a straight line method.








F-13









US NATURAL GAS CORP
 (Formerly Adventure Energy, Inc.)


(A Development Stage Enterprise)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


From Inception (March 28, 2008) through December 31, 2010








NOTE I - NOTES PAYABLE




Notes payable consists of the following at:


12/31/2010


12/31/2009Note payable, interest at 1% per annum, due in 2011

$
100,000


$
100,000Note payable, interest at 3% per annum, due in annual installments of $250,000through September 2013


980,000



1,000,000Notes payable, non-interest bearing, due in January 2011, amended debt agreementdated December 2010 reduced the note payable balance by $375,868


10,000



395,868Notes payable, interest at 100% through maturity date, interest at maximum rateallowable by law thereafter, due July 2010


400,000



-Note payable, interest at 3%, due on demand


262,926



-Note payable, interest at 4%, due on demand


21,944



-Less current portion


(1,224,870
)


(595,868
)Notes payable long term

$
550,00


$
900,000





Current maturities of long-term debt at December 31, 2010 are $1,224,870 in 2011, $300,000 in 2012, and $250,000 in 2013.




NOTE J - INCOME TAXES





The Company accounts for income taxes using the asset and liability method described in SFAS No. 109, “Accounting For Income Taxes”, the objective of which is to establish deferred tax assets and liabilities for the temporary differences between the financial reporting and the tax basis of the Company’s assets and liabilities at the enacted tax rates expected to be in effect when such amounts are realized or settled.  A valuation allowance related to deferred tax assets is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized.  In recognition of the uncertainty regarding the ultimate amount of income tax benefits to be derived, the Company has recorded a full valuation allowance at December 31, 2010 and December 31, 2009.





The provision (benefit) for income taxes includes income taxes currently payable and those deferred because of temporary differences between the financial statement and tax bases of assets and liabilities.  The provision (benefit) for income taxes consists of the following at:


12/31/2010


12/31/2009Federal income taxes:Current

$
(511,745
)

$
(76,645
)Deferred


511,745



76,645-



-State income taxes:Current

$
(204,698
)

$
(30,658
)Deferred


204,698



30,658-



-Total

$
-


$
-












F-14







US NATURAL GAS CORP
 (Formerly Adventure Energy, Inc.)


(A Development Stage Enterprise)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


From Inception (March 28, 2008) through December 31, 2010





NOTE J - INCOME TAXES (continued)





Significant components of the Company's deferred tax assets and liabilities calculated at an estimated effective tax rate of 21% are as follows:


12/31/2010


12/31/2009Noncurrent deferred tax assets (liabilities):Excess depreciation taken for financial purposes over tax purpose

$
-


$
4,129Accrued wages deducted for financial purposes not deducted for tax purposes


54,600



44,100Capital losses deducted for financial purposes carried over to future years fortax purposes (expiring in years through 2014)


39,416



100,870Well Costs deducted for financial purposes capitalized for tax purposes


2,520



2,520Excess depletion on oil and gas properties taken for tax purposes overfinancial purposes


(4,342
)


(142
)Excess loss on sale of investments taken for tax purposes over financial purposes


(86,960
)


(86,960
)NOL from the acquisition of Wilon Resources (subject to potential I.R.C.Section 382 limitations)


588,000



-NOL remaining not attributable to timing differences (expiring in years through 2020)


237,208



42,786Deferred noncurrent tax asset, net


830,442



107,303Valuation allowance


(830,442
)


(107,303
)$
-


$
-




NOTE K - COMMON STOCK ISSUANCES/WARRANTS





During the past three years, the Company had the following unregistered sale of its securities:




On March 28, 2008, the Company sold a total of 10,000,000 post split shares (6,000,000 shares to Around the Clock Partners, LP (“ACP”), 3,000,000 shares to Jim Anderson, and 1,000,000 shares to Around the Clock Trading & Capital Management, LLC (“ACT”)) at a price of $.001 per share, or $10,000 total. Wayne Anderson, a director and chief executive officer of the Company, owns ACT and ACT is the general partner of ACP. Jim Anderson is a director and secretary of the Company.




On April 1, 2008, the Company amended its certificate of incorporation to increase the authorized number of shares to 50,000,000 shares of common stock at $0.001 par value and 5,000,000 shares of preferred stock at $0.001 par value and also affected a 1,000:1 forward stock split. All shares and per share amounts have been revised to retroactively reflect this stock split.




In June 2008, the Company issued a total of 900 shares of common stock to nine landowners in exchange for seven leases for mineral rights and two rights of way for a pipeline.




In July 2008, the Company sold 40,000 shares of common stock to Jim Anderson at a price of $.25 per share, or $10,000.




In July 2008, the Company issued a total of 76,837 shares of common stock (52,473 shares to Wayne Anderson and 24,364 shares to Jim Anderson) valued at $.25 per share in reimbursement of expenses totaling $19,209.





F-15








US NATURAL GAS CORP


(Formerly Adventure Energy, Inc.)


(A Development Stage Enterprise)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


From Inception (March 28, 2008) through December 31, 2010








NOTE K - COMMON STOCK ISSUANCES/WARRANTS (continued)





From June 2008 to December 2008, the Company issued a total of 776,499 shares of common stock to a number of consultants and service providers (including 10,000 shares to Wayne Anderson and 10,000 shares to Jim Anderson for director services) for services rendered. The 776,499 shares were valued at $.35 per share, or $271,775 total.




In July 2008, the Company issued 1,250,000 shares of common stock to its law firm for legal services rendered. The 1,250,000 shares were valued at $.35 per share, or $437,500 total.





In June and July 2008, the Company sold a total of 28,572 shares of common stock to four investors at a price of $.35 per share, or $10,000 total. In October 2008, the Company sold a total of 30,000 shares to three investors at a price of $.35 per share, or $10,500 total. In December 2008, the Company sold 37,143 shares of common stock at a price of $.35 per share and a warrant to purchase 15,000 shares exercisable at $.50 per share with an expiration date of December 2, 2013 to an investor, or $13,000.




In April 2009, the Company issued an aggregate of 170,100 shares for consulting services.





In April 2009, the Company issued warrants to Wayne Anderson to purchase 1,250,000 at an average price of $.55 as per the executed employment agreement.





In April 2009, the Company issued warrants to Jim Anderson to purchase 625,000 at an average price of $.55 as per the executed employment agreement.




In May 2009, the Company issued 162,400 shares to an accredited investor at a price of $0.25 per share.




In May 2009, the Company issued an aggregate of 2,005,000 to its President and 1,005,000 shares to its Vice-President as compensation pursuant to the employment agreements and for board service. The stock was $.30 per share upon issuance.




In August, 2009 the Company issued 50,000 shares of our common stock at $.11 per share to John Richardson for the purchase of a generator.




In August 2009, the Company issued an aggregate of 30,000 shares of common stock at a per share price of $0.11 to two participants who purchased a working interest in one of the Company’s wells.




In August, 2009 the Company issued 25,000 shares of our common stock of $0.11 to Republic Exploration in exchange for consulting services




In September, 2009 the Company issued 1,500,000 shares of our common stock of $0.06 to SLMI Holdings, LLC in connection with the acquisition of SLMI Options, LLC




In September 2009, the Company issued an aggregate of 950,000 shares of common stock at an average per share price of $0.12 in exchange for consulting services.





In September 2009, the Company issued 1,209,628 shares of common stock at a per share price of $0.08 to Tangiers, LP as collateral for the Debenture





In September 2009, the Company issued 1,696,833 shares of common stock at a per share price of $0.10 to Tangiers, LP as a commitment fee for a financing transaction.





In September 2009, the Company issued warrants to Del Mar Corporate Consulting to purchase 300,000 at an average price of $.18 with an expiration date of September 23, 2012.











F-16







US NATURAL GAS CORP


(Formerly Adventure Energy, Inc.)


(A Development Stage Enterprise)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


From Inception (March 28, 2008) through December 31, 2010





NOTE K - COMMON STOCK ISSUANCES/WARRANTS (continued)





In December 2009, the Company issued 300,000 shares of common stock at a per share price of $0.07 to SLMI Holdings, LLC for a financing transaction.





In December 2009, the Company issued 200,000 shares of common stock at $.07 per share to White Oak Land and Minerals Development, LLC in exchange for consulting services.





In December 2009, the Company issued 100,000 shares of common stock at $.07 per share to Valvasone Trust in exchange for consulting services.





In January 2010, the Company issued 453,000 shares of common stock at $.06 per share to Chris Davies on behalf of Atlas Capital Holdings in exchange for legal services.





In January 2010, the Company issued 900,000 shares of common stock at $.06 per share to Around the Clock Partners, LP for reimbursement of expenses paid on behalf of the company.





In January 2010, the Company issued 350,000 shares of common stock at $.05 per share to Chris Davies on behalf of Atlas Capital Holdings in exchange for legal services.





In February 2010, the Company issued 200,000 shares of common stock at $.04 per share to Around the Clock Partners, LP for reimbursement of expenses paid on behalf of the company.





In March 2010, the Company issued 350,000 shares of common stock at $.10 per share to Chris Davies on behalf of Atlas Capital Holdings in exchange for legal services.





In April 2010, the Company issued 175,000 shares of common stock at $.05 per share to Ron Ferlisi in exchange for satisfaction of notes payable.





In April 2010, the Company issued 825,000 shares of common stock at $.05 per share to BuzzBahn in exchange for satisfaction of notes payable.





In April 2010, the Company issued 250,000 shares of common stock at $.05 per share to BuzzBahn in exchange for investor relation services.





In April 2010, the Company issued 120,000 shares of common stock at $.05 per share to Jody Samuels in exchange for legal services.





In April 2010, the Company issued 98,766 shares of common stock at $.069 per share to Tangiers Investors LP for equity funding.





In April 2010, the Company issued 100,000 shares of common stock at $.04 per share to KYTX, LLC in exchange for an extension on a note payment.





In May 2010, the Company issued 300,926 shares of common stock at $.04 per share and 169,263 shares of common stock at $.033 per share to Tangiers Investors LP for equity funding.





In May 2010, the Company issued 300,000 shares of common stock at $.04 per share to SLMI Holdings, LLC in exchange for an extension on a note payment.





In May 2010, the Company issued 412,698 shares of common stock at $.04 per share to Cassel Family Trust as per the stock purchase agreement.





In May 2010, the Company issued 100,000 shares of common stock at $.04 per share to White Oak Land and Minerals Development, LLC for consulting services.










F-17





US NATURAL GAS CORP


(Formerly Adventure Energy, Inc.)


(A Development Stage Enterprise)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


From Inception (March 28, 2008) through December 31, 2010





NOTE K - COMMON STOCK ISSUANCES/WARRANTS (continued)





In May 2010, the Company issued 800,000 shares of common stock at $.01 per share to Ron Ferlisi in exchange for satisfaction of notes payable.





In May 2010, the Company issued 500,000 shares of common stock at $.01 per share to Rui Figueiredo in exchange for satisfaction of notes payable.





In May 2010, the Company issued 500,000 shares of common stock at $.01 per share to Maria Rothman in exchange for satisfaction of notes payable.





In May 2010, the Company issued 200,000 shares of common stock at $.01 per share to Jody Samuels in exchange for satisfaction of notes payable.





In May 2010, the Company issued 500,000 shares of common stock at $.01 per share to Faith Capital NY LLC in exchange for satisfaction of notes payable.





In May 2010, the Company issued 1,000,000 shares of common stock at $.01 per share to Jeff Schwartz in exchange for satisfaction of notes payable.





In May 2010, the Company issued 500,000 shares of common stock at $.01 per share to Steven Reiss in exchange for satisfaction of notes payable.





In May 2010, the Company issued 333,333 shares of common stock at $.03 per share to Charles and Mary Crum as per the stock purchase agreement.





In June 2010, the Company issued 150,000 shares of common stock at $.05 per share to Jeff Parker in exchange for consulting services.





In June 2010, the Company issued 500,000 shares of common stock at $.05 per share to Jim Anderson as a reduction of debt for expenses paid on behalf of the company.





In June 2010, the Company issued 348,189 shares of common stock at $.03 per share to Tangiers Investors LP for equity funding.





In June 2010, the Company issued 833,333 shares of common stock at $.03 per share to Wayne Anderson as payment towards accrued wages.





In June 2010, the Company issued 666,667 shares of common stock at $.03 per share to Cassel Family Trust as per the stock purchase agreement.





In July 2010, the Company issued 25,000 shares of common stock at $.03 per share to James Crum for a lease bonus payment.





In July 2010, the Company issued 25,000 shares of common stock at $.03 per share to Charles and Mary Crum for a lease bonus payment.





In July 2010, the Company issued 500,000 shares of common stock at $.03 per share to Del Mar Corporate Consulting, LLC for consulting and marketing services.





In July 2010, the Company issued 625,000 shares of common stock at $.04 per share to Wayne Anderson as payment towards accrued wages.





In July 2010, the Company issued 476,191 shares of common stock at $.02 per share to Tangiers Investors LP as payment towards a convertible debenture.











F-18





US NATURAL GAS CORP


(Formerly Adventure Energy, Inc.)


(A Development Stage Enterprise)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


From Inception (March 28, 2008) through December 31, 2010





NOTE K - COMMON STOCK ISSUANCES/WARRANTS (continued)





In July 2010, the Company issued 714,285 shares of common stock at $.07 per share to Chris Davies on behalf of Atlas Capital Holdings for legal services.





In July 2010, the Company issued 710,901 shares of common stock at $.02 per share to Tangiers Investors LP as payment towards a convertible debenture.





In July 2010, the Company issued 170,940 shares of common stock at $.06 per share to Tangiers Investors LP for equity funding.





In July 2010, the Company issued 130,000 shares of common stock at $.09 per share to White Oak Land and Minerals Development, LLC for consulting services.





In July 2010, the Company issued 1,000,000 shares of common stock at $.001 per share to Bull In Advantage.  The shares will be returned in full due to failure of the shareholder to satisfy the terms of the debt transaction.





In August 2010, the Company issued 395,061 shares of common stock at $.04 per share to Tangiers Investors LP for equity funding.





In August 2010, the Company issued 2,423,311 shares of common stock at $.015 per share to ARRG Corp as payment towards a note.





In August 2010, the Company issued 2,423,311 shares of common stock at $.015 per share to Caesar Capital Group, LLC as payment towards a note.





In August 2010, the Company issued 2,300,000 shares of common stock at $.01 per share to Mazuma Funding Corp as payment towards a note.





In August 2010, the Company issued 1,225 shares of common stock at $.25 per share to Horace Womack as per the Common Stock Purchase Warrant subscription agreement.





In September 2010, the Company issued 4,500,000 shares of common stock at $.01 per share to Caesar Capital Group, LLC as payment towards a note.





In September 2010, the Company issued 100,000 shares of common stock at $.02 per share to Ron Ferlisi as per the stock purchase agreement.





In September 2010, the Company issued 800,000 shares of common stock at $.01 per share to Doug Miglino as payment towards a note.





In September 2010, the Company issued 200,000 shares of common stock at $.025 per share to Brian Feingold for financing services.





In September 2010, the Company issued 380,518 shares of common stock at $.02 per share to Tangiers Investors LP for equity funding.





In September 2010, the Company issued 765,000 shares of common stock at $.01 per share to Ron Ferlisi as payment towards a note.





In September 2010, the Company issued 765,000 shares of common stock at $.01 per share to Vincent Bardong as payment towards a note.





In September 2010, the Company issued 300,000 shares of common stock at $.01 per share to SLMI Holdings LLC for extending a note due date.





In September 2010, the Company issued 1,500,000 shares of common stock at $.015 per share to Rui Figueiredo as payment towards a note.





In September 2010, the Company issued 1,500,000 shares of common stock at $.015 per share to First Barrington Group as payment towards a note.











F-19








US NATURAL GAS CORP


(Formerly Adventure Energy, Inc.)


(A Development Stage Enterprise)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


From Inception (March 28, 2008) through December 31, 2010





NOTE K - COMMON STOCK ISSUANCES/WARRANTS (continued)





In October 2010, the Company issued 380,518 shares of common stock at $.02 per share to Tangiers Investors LP for equity funding.





In October 2010, the Company issued 1,100,000 shares of common stock at $.0135 per share to John R. Rogers as per the stock purchase agreement.





In October 2010, the Company issued 1,100,000 shares of common stock at $.0135 per share to John R. Rogers as per the stock purchase agreement.





In October 2010, the Company issued 750,000 shares of common stock at $.01 per share to First Barrington Group as payment towards a note.





In October 2010, the Company issued 750,000 shares of common stock at $.01 per share to Rui Figueiredo as payment towards a note.





In November 2010, the Company issued 1,190,476 shares of common stock at $.02 per share to Tangiers Investors LP for equity funding.





In November 2010, the Company issued 4,325,000 shares of common stock at $.01 per share to Mazuma Funding Corp as payment towards a note.





In November 2010, the Company issued 2,500 shares of common stock at $.02 per share to Matthew Holden for participation in drilling/re-work program.





In November 2010, the Company issued 2,500 shares of common stock at $.02 per share to Adam Holden for participation in drilling/re-work program.





In November 2010, the Company issued 50,000 shares of common stock at $.02 per share to Brian Warshaw as per the terms of a promissory note dated January 2010.





In November 2010, the Company issued 50,000 shares of common stock at $.02 per share to Jim Gallucio as per the terms of a promissory note dated January 2010.





In November 2010, the Company issued 2,500,000 shares of common stock at $.01 per share to Rui Figueiredo as payment towards a note.





In November 2010, the Company issued 2,500,000 shares of common stock at $.01 per share to Dave Miller as payment towards a note.





In November 2010, the Company issued 600,000 shares of common stock at $.02 per share to Dave Matheny as per the Common Stock Purchase Warrant subscription agreement.





In November 2010, the Company issued 4,000,000 shares of common stock at $.01 per share to Dave Matheny as payment towards a note.





In November 2010, the Company issued 1,000,000 shares of common stock at $.01 per share to Howard Matheny as payment towards a note.





In November 2010, the Company issued 5,340,909 shares of common stock at $.015 per share to Caesar Capital Group, LLC as payment towards a note.





In November 2010, the Company issued 300,000 shares of common stock at $.01 per share to SLMI Holdings LLC for extending a note due date.














F-20





US NATURAL GAS CORP


(Formerly Adventure Energy, Inc.)


(A Development Stage Enterprise)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


From Inception (March 28, 2008) through December 31, 2010





NOTE K - COMMON STOCK ISSUANCES/WARRANTS (continued)





In November 2010, the Company issued 1,169,590 shares of common stock at $.02 per share to Tangiers Investors LP for equity funding.





In December 2010, the Company issued 35,000 shares of common stock at $.01 per share to Wayne Anderson as compensation as a Director.





In December 2010, the Company issued 35,000 shares of common stock at $.01 per share to Jim Anderson as compensation as a Director.





In December 2010, the Company issued 6,500,000 shares of common stock at $.01 per share to Mazuma Funding Corp as payment towards a note.





In December 2010, the Company issued 7,041,158 shares of common stock at $.01 per share to Jim Anderson as a reduction of debt for expenses paid on behalf of the company.





In December 2010, the Company issued 2,000,000 shares of common stock at $.01 per share to White Oak Land and Minerals Development, LLC for consulting services.





Warrants outstanding at December 31, 2010 and December 31, 2009 are 61,113,415 and 6,190,000, respectively.  Each warrant enables the holder to acquire one share of the Company's common stock at a specified exercise price for a term of three to five years.  Warrants outstanding at December 31, 2010 have vesting dates through May 2012 and expiration dates through May 2017.





Warrants issued for the year and the three months ending December 31, 2010 are 56,674,640 and 3,300,000, respectively. Warrants exercised or canceled for the year and the three months ending December 31, 2010 are 1,751,225 and 600,000, respectively.





On June 3, 2010 in consideration for the acquisition of Wilon Resources, Inc. (see Note B) each Wilon shareholder received one share of the Company's common stock plus one warrant to purchase one additional share of common stock of the Company at an exercise price of $.25 per share to be exercisable for a period of 5 years from the date of issue.  The total shares of common stock and warrants issued for the acquisition were 49,207,973 each.  In July 2010, the Company canceled 1,000,000 shares of common stock and 1,000,000 warrants it obtained through the Wilon acquisition.  The cancelation of common stock was accounted for as a reduction in the acquisition price for Wilon.





NOTE L – LOANS PAYABLE-OTHER





Loans payable with no interest to potential investors aggregated $5,985 and $23,000 as of December 31, 2010 and December 31, 2009.





NOTE M – CONVERTIBLE DEBENTURE PAYABLE





Convertible debentures payable consist of the following at:


12/31/2010


12/31/2009Caesar Capital

$
100,000


$
-ARRG


25,000



-Asher


130,000



-Tangiers


25,000



50,000Total convertible debenture payable

$
280,000


$
50,000














F-21





US NATURAL GAS CORP


(Formerly Adventure Energy, Inc.)


(A Development Stage Enterprise)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


From Inception (March 28, 2008) through December 31, 2010





NOTE M – CONVERTIBLE DEBENTURE PAYABLE (continued)





On November 16, 2010, the Company entered into a Convertible Promissory Note ("Promissory Note") with Caesar Capital Group, LLC, ("Caesar Capital") in the amount of Twenty Five Thousand Dollars ($25,000) and a Securities Purchase Agreement.  The Promissory Note was fully funded on November 19, 2010.  The Promissory Note is convertible, in whole or in part, at any time from time to time before maturity at the option of the holder at a per share price equal to Sixty Percent (60%) of the average of the last Five (5) trading days closing volume weighted average price.  The Promissory Note has a term of six (6) months and accrues interest at a rate equal to twelve percent (12%) per year.  The balance owed at December 31, 2010 is $25,000





On October 8, 2010, the Company entered into a Convertible Promissory Note ("Promissory Note") with Asher Enterprises, ("Asher") in the amount of Forty Thousand Dollars ($40,000) and a Securities Purchase Agreement.  The Promissory Note was fully funded on October 14, 2010.  The Promissory Note is convertible, in whole or in part, at any time from time to time before maturity at the option of the holder at the Variable Conversion Price which shall mean 58% of the Market Price.  The Market Price is defined as the average of the three (3) lowest Trading Prices for the common stock during the ten (10) Trading Day period ending one Trading Day prior to the date the Conversion Notice is sent.  The Promissory Note has a term of nine (9) months and accrues interest at a rate equal to eight percent (8%) per year.  The balance owed at December 31, 2010 is $40,000.





On September 7, 2010, the Company entered into a Convertible Promissory Note ("Promissory Note") with Caesar Capital Group, LLC, ("Caesar Capital") in the amount of Fifty Thousand Dollars ($50,000) and a Securities Purchase Agreement.  The Promissory Note was fully funded on September 10, 2010.  The Promissory Note is convertible, in whole or in part, at any time from time to time before maturity at the option of the holder at a per share price equal to Sixty Percent (60%) of the average of the last Five (5) trading days closing volume weighted average price.  The Promissory Note has a term of six (6) months and accrues interest at a rate equal to twelve percent (12%) per year.  The balance owed at December 31, 2010 is $50,000.





On September 3, 2010, the Company amended the Common Stock Purchase Warrant Agreement issued to Caesar Capital Group, LLC on August 6, 2010 by granting the holder the right to purchase up to 500,000 shares of the Company's common stock at an Exercise price of Two and One Half cents ($0.025).  The warrant is exercisable at anytime commencing six months after the date of issuance until February 6, 2014.





On September 3, 2010, the Company amended the Common Stock Purchase Warrant Agreement issued to ARRG Corp on August 6, 2010 by granting the holder the right to purchase up to 500,000 shares of the Company's common stock at an Exercise price of Two and One Half cents ($0.025).  The warrant is exercisable at anytime commencing six months after the date of issuance until February 6, 2014.





On August 6, 2010, the Company entered into a Convertible Promissory Note (“Promissory Note”) with Caesar Capital Group, LLC, (“Caesar”) in the amount of Twenty Five Thousand Dollars ($25,000).  The Promissory Note was fully funded on August 10, 2010.  The Promissory Note is convertible, in whole or in part, at any time and from time to time before maturity at the option of the holder at a price per share equal to Sixty Percent (60%) of the average of the last Five (5) trading days closing volume weighted average price ("VWAP").  The Promissory Note has a term of six (6) months and accrues interest at a rate equal to twelve percent (12%) per year.  In addition, the Company issued to Caesar a Common Stock Purchase Warrant Agreement granting the holder the right to purchase up to 500,000 shares of the Company's common stock at an Exercise price of Five cents ($0.05).  The warrant is exercisable at anytime commencing six months after the date of issuance until February 6, 2014.  The balance owed at December 31, 2010 is $25,000.





On August 6, 2010, the Company entered into a Convertible Promissory Note (“Promissory Note”) with ARRG Corp, (“ARRG”) in the amount of Twenty Five Thousand Dollars ($25,000).  The Promissory Note was fully funded on August 10, 2010.  The Promissory Note is convertible, in whole or in part, at any time and from time to time before maturity at the option of the holder at a price per share equal to Sixty Percent (60%) of the average of the last Five (5) trading days closing volume weighted average price ("VWAP").  The Promissory Note has a term of six (6) months and accrues interest at a rate equal to twelve percent (12%) per year.  In addition, the Company issued to ARRG a Common Stock Purchase Warrant Agreement granting the holder the right to purchase up to 500,000 shares of the Company's common stock at an Exercise price of Five cents ($0.05).  The warrant is exercisable at anytime commencing six months after the date of issuance until February 6, 2014.  The balance owed at December 31, 2010 is $25,000.









F-22







US NATURAL GAS CORP


(Formerly Adventure Energy, Inc.)


(A Development Stage Enterprise)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


From Inception (March 28, 2008) through December 31, 2010





NOTE M – CONVERTIBLE DEBENTURE PAYABLE (continued)





On July 30, 2010, the Company entered into a Convertible Promissory Note ("Promissory Note") with Asher Enterprises, ("Asher") in the amount of Forty Thousand Dollars ($40,000) and a Securities Purchase Agreement.  The Promissory Note was fully funded on August 6, 2010.  The Promissory Note is convertible, in whole or in part, at any time from time to time before maturity at the option of the holder at the Variable Conversion Price which shall mean 58% of the Market Price.  The Market Price is defined as the average of the three (3) lowest Trading Prices for the common stock during the ten (10) Trading Day period ending one Trading Day prior to the date the Conversion Notice is sent.  The Promissory Note has a term of nine (9) months and accrues interest at a rate equal to eight percent (8%) per year.  The balance owed at December 31, 2010 is $40,000.





On June 18, 2010, the Company entered into a Convertible Promissory Note (“Promissory Note”) with Asher Enterprises, (“Asher”) in the amount of Fifty Thousand Dollars ($50,000) and a Securities Purchase Agreement.  The Promissory Note was fully funded on June 18, 2010.  The Promissory Note is convertible, in whole or in part, at any time and from time to time before maturity at the option of the holder at the Variable Conversion Price, which shall mean 58% of the Market Price.  The Market Price is defined as the average of the three (3) lowest Trading Prices for the common stock during the 10 (ten) Trading Day period ending one Trading Day prior to the date the Conversion Notice is sent.  The Promissory Note has a term of nine (9) months and accrues interest at a rate equal to eight percent (8%) per year.  The balance owed at December 31, 2010 is $50,000.





On September 25, 2009, the Company entered into a Debenture Securities Purchase Agreement (“Debenture Agreement”) with Atlas Capital Partners, LLC, (“Atlas”) pursuant to which the Company issued to Atlas Fifty Thousand Dollars ($50,000) in secured convertible debentures (the “Debentures”) dated of even date with the Debenture Agreement.  The Debentures were fully funded on September 25, 2009.  The Debentures are convertible, in whole or in part, at any time and from time to time before maturity at the option of the holder at the lower of (a) $0.25 or (b) seventy percent (70%) of the two lowest volume weighted average prices of common stock for ten (10) trading days immediately preceding the conversion date.  The Debentures have a term of nine (9) months, piggyback registration rights and accrue interest at a rate equal to seven percent (7%) per year.  The Debentures are secured by certain pledged assets of the Company.  The Parties have also entered into an Investor Registration Rights Agreement, pursuant to which the Company has agreed, if required by Atlas, to provide certain registration rights under the





Securities Act of 1933, as amended, and the rules and regulations thereunder, and applicable state securities laws.  In July 2010, Tangiers Investors, LP acquired the debenture from Atlas and received 1,187,092 shares of common stock, at $.021 per share, as partial payment towards the debenture.  The balance owed at December 31, 2010 and December 31, 2009 is $25,000 and $50,000, respectively.





NOTE N – COMMITMENTS AND CONTINGENCIES





The Company has an operating lease for office premises in St. Petersburg.  The three-year lease was entered into on February 1, 2008 and commenced on April 1, 2008.  The Company amended the original lease in December 2009 increasing the monthly rent from $600 to $1,353 monthly.  The Company renewed the lease through November 2011. Effective December 1, 2010 the monthly rent increased to $1,404.





The Company entered into an operating lease in January 2010 for field equipment. The lease is for a term of 24 months with a monthly rent of $3,100 plus applicable taxes.





On March 1, 2011, the Company entered into an operating lease for office space. The lease term is for two years with monthly rent totaling $888 in year one and $963 in year two.





Rent expense on all operating leases for the period of March 28, 2008 (inception) to December 31, 2010 was $50,300.  Future minimum rental obligations at December 31, 2010 are $71,165 in 2011 and $6,802 in 2012.





On July 15, 2010 the Company entered into an employment agreement with Mr. Chuck Kretchman to serve as the Company’s Chief Financial Officer upon the terms and provisions and, subject to the conditions set forth in the Agreement, for a term, commencing on July 15, 2010, and terminating on December 31, 2011 unless earlier terminated as provided in the Agreement.  The Agreement included options to the Chief Financial Officer to purchase 600,000 shares of common stock at an average price of $.15 per share. The Executive agrees toaccept $50,000 until September 30, 2010, then $65,000 from September 30, 2010, then $90,000 from January 1, to December 31, 2011. The Agreement contains a six month non-solicitation  clause and a confidentiality clause.








F-23








US NATURAL GAS CORP


(Formerly Adventure Energy, Inc.)


(A Development Stage Enterprise)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


From Inception (March 28, 2008) through December 31, 2010





NOTE N – COMMITMENTS AND CONTINGENCIES (continued)





As of April 1, 2009, the Company executed an employment contract for the President, Vice-President, Treasurer, and Secretary of the Company upon the terms and provisions and, subject to the conditions set forth in the Agreement, for a term of three (3) years, commencing on April 1, 2009, and terminating on September 30, 2012, unless earlier terminated as provided in the Agreement. The Agreement included options to the President to purchase 500,000 shares of common stock at an average price of $.75 per share and 250,000 shares to the Vice-President.  In addition, the Vice-President can be issued annual grants of 125,000 options on May 1 of each year of employment throughout the duration of the term at an average price of $.75.





Executives agree to accept, for the first year of the Employment Term a salary at an annual rate of $120,000 for the President and $60,000 for the Vice-President, payable in accordance with the Company's regular payroll practices as from time to time in effect, less all withholdings and other deductions required to be deducted in accordance with any applicable federal, state, local or foreign law, rule or regulation.  After the first year during the Employment Term, the annual salary for each successive year will be increased by the lesser of (i) 10% or (ii) the percentage increase, if any, in the CPI for each year just completed measured for the entire twelve (12) month period, plus three percent (3%).





NOTE O- LENDER ACQUISITION AGREEMENT





A lender acquisition agreement was entered into on September 4, 2009 by US Natural Gas Corp and SLMI Holdings, LLC.  Through the agreement, US Natural Gas Corp acquired SLMI Options, LLC, a Nevada Limited Liability Company.  SLMI Options, LLC is the secured lender of the three commercial notes defined below.





This Agreement is made with respect to loans made by SLMI Holdings, LLC to Harry Thompson (“Thompson”), Harlis Trust (“Trust”), Wilon Resources Inc. (“Wilon”) and/or Wilon Gathering System Inc. Purchase Price.  US Natural Gas Corp agrees to pay the following consideration herewith in return for conveyance of the Lender Units:





$500,000 in financing given May 6, 2005 for construction of a natural gas gathering system in Kentucky (the “Gathering System Loan”), $300,000 mortgage on the Wilon business offices given October 13, 2005 (the “Office Loan”), $175,000 in financing given on October 24, 2006 to finance 176 acres of land in West Virginia and to finance the placement of a natural gas treatment station (the “WV Loan”); these loans include that certain Amendment to Loan Agreements dated August 2, 2006, that certain Receipt for Shares Pledged as Collateral dated December 8, 2007 and that certain Second Amendment to Loan Agreements dated January 27, 2009 (with 7.8 million Wilon shares attached and pledged as additional collateral). Further, the Borrowers and SLMI have agreed to special terms for assignment of loan rights by SLMI and subsequent holders of the loans pursuant to that Acknowledgment by Borrowers delivered Jan. 5, 2009.  At December 31, 2009 the notes receivable balance was $925,000.  At December 31, 2010 the notes receivable balance was eliminated through consolidation (See Note G).





$1,000,000 in financing was made payable by secured promissory note.  By December 31, 2010, US Natural Gas Corp shall have paid at least $250,000 in cash toward the Secured Note.  By December 31, 2011, US Natural Gas Corp shall have paid at least $250,000 more.  By December 31, 2012, US Natural Gas Corp shall have paid at least $250,000 more.  All unpaid principal and interest shall be due no later than December 31, 2013.  To the extent, US Natural Gas Corp tenders proceeds from dispositions of real estate collateral on the SLMI Loans (which dispositions shall require the written consent of Owner), said payments shall be applied toward the Secured Note, but they shall not reduce the minimum installments required for years 2010 through 2012.  From January 2010 to December 2013, a minimum monthly cash installment of $4,000 shall be paid by US Natural Gas Corp on the Secured Note until it is paid in full.  Additional Security and Collateral for the Secured Note and the covenants hereunder:  At December 31, 2010 and December 31, 2009 the notes payable balances were $980,000 and $1,000,000, respectively (See Note I).











F-24







US NATURAL GAS CORP


(Formerly Adventure Energy, Inc.)


(A Development Stage Enterprise)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


From Inception (March 28, 2008) through December 31, 2010





NOTE P- STOCKHOLDERS' EQUITY





On September 2, 2009, the Board of Directors unanimously approved the designation of a series of preferred stock to be known as “Series A Preferred Stock”.  The designations, powers, preferences and rights, and the qualifications, limitations or restrictions hereof, in respect of the Series A Preferred Stock shall be as hereinafter described.  The Board of Directors of the Company, pursuant to authority granted in the Articles of Incorporation, created a series of preferred stock designated as Series A Preferred Stock (the “Series A Preferred Stock”) with a stated value of $0.001 per share.  The number of authorized shares constituting the Series A Preferred Stock was Three Million (3,000,000) shares.  At December 31, 2010 and December 31, 2009, there are 1,000,000 shares issued and outstanding.





On September 2, 2009, the Board of Directors unanimously approved the designation of a series of preferred stock to be known as “Series B Preferred Stock”.  The designations, powers, preferences and rights, and the qualifications, limitations or restrictions hereof, in respect of the Series B Preferred Stock shall be as hereinafter described.  The Board of Directors of the Company, pursuant to authority granted in the Articles of Incorporation, created a series of preferred stock designated as Series B Preferred Stock (the “Series B Preferred Stock”) with a stated value of $0.001 per share.  The number of authorized shares constituting the Series B Preferred Stock was Two Million (2,000,000) shares.  At December 31, 2010 and December 31, 2009, there are 300,000 shares issued and outstanding.





The number of common shares authorized with a stated value of $0.001 per share is Two Hundred Million (200,000,000).  At December 31, 2010 and December 31, 2009, there are 148,947,378 and 22,185,910 shares of common stock issued and outstanding, respectively.





NOTE Q - SUBSEQUENT EVENTS




On March 16, 2011, US Natural Gas Corp KY, a wholly owned subsidiary of the Comapny, executed a term sheet for the acquisition of certain assets of Madison Brothers Investments, LLC located in Edmonson County, Kentucky. Under the terms, the Company is to receive, via deed, assignment, and transfer, approximately 182 acres of mineral rights, twenty five equipped oil wells, two water injection wells, and five oil and gas leases. The purchase price for the transaction is Two Hundred Thousand Dollars ($200,000.00) of which the Company has paid Ten Thousand Dollars ($10,000.00) to the Seller upon execution of the term sheet. The transaction is scheduled to close on or before April 30, 2011.





On February 23, 2011, the Company’s stock quotation platform changed from the OTC Bulletin Board (“OTCBB”) and OTCQB to solely the OTCQB. The change in stock quotation to strictly the OTCQB was caused by the dynamic changes within the OTCBB itself and the market makers who elect to quote on this platform. The change will in no way affect, nor is it a reflection upon, the Company's operations, financials, or business plan. The OTCQB is one of three tiers established by OTC Markets Group, Inc., which operates one of the world's largest electronic interdealer quotation systems for broker-dealers to trade securities not listed on a national exchange. The OTCQB designation is meant to identify companies that are reporting with the SEC or a U.S. banking regulator, making it easy for investors to identify companies that are current in their reporting obligations.  Quotes and company information can be viewed at www.otcmarkets.com.





On February 3, 2011, the Company entered into a Convertible Promissory Note (“Promissory Note”) with Asher Enterprises, (“Asher”) in the amount of Forty Thousand Dollars ($40,000) and a Securities Purchase Agreement.  The Promissory Note was fully funded on February 11, 2011.  The Promissory Note is convertible, in whole or in part, at any time and from time to time before maturity at the option of the holder at the Variable Conversion Price, which shall mean 58% of the Market Price.  The Market Price is defined as the average of the three (3) lowest Trading Prices for the common stock during the 10 (ten) Trading Day period ending one Trading Day prior to the date the Conversion Notice is sent. The Promissory Note has a term of nine (9) months and accrues interest at a rate equal to eight percent (8%) per year.





On January 24, 2011, E 2 Investments, LLC ("E 2"), a wholly owned subsidiary of the Company, entered into an agreement with FITT Highway Products, Inc., whereby E 2 would provide consulting services related to joint ventures, acquisitions, and financing.  Pursuant to the Agreement, unless terminated by written notice from either party, the E 2 will receive Four Hundred Thousand free trading shares of the Company’s common stock from a third party non-affiliate and Three Hundred Thousand shares of the Company’s common stock issued by the Company currently valued at $35,000.00. The agreement has a term of eight weeks.








F-25








US NATURAL GAS CORP


(Formerly Adventure Energy, Inc.)


(A Development Stage Enterprise)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


From Inception (March 28, 2008) through December 31, 2010





NOTE Q - SUBSEQUENT EVENTS (continued)




On January 19, 2011, the Company entered into a Convertible Promissory Note (“Promissory Note”) with Asher Enterprises, (“Asher”) in the amount of Forty Thousand Dollars ($40,000) and a Securities Purchase Agreement.  The Promissory Note was fully funded on January 12, 2011.  The Promissory Note is convertible, in whole or in part, at any time and from time to time before maturity at the option of the holder at the Variable Conversion Price, which shall mean 58% of the Market Price.  The Market Price is defined as the average of the three (3) lowest Trading Prices for the common stock during the 10 (ten) Trading Day period ending one Trading Day prior to the date the Conversion Notice is sent. The Promissory Note has a term of nine (9) months and accrues interest at a rate equal to eight percent (8%) per year.





On January 11, 2011, the Company’s Board of Directors adopted a stock repurchase program permitting the Company to repurchase up to $250,000 in shares of its outstanding common stock, par value $.001 per share, over the next 12 months. The shares of common stock may be repurchased from time to time in open market transactions or privately negotiated transactions at the Company’s discretion. An 8-K was filed with the Securities and Exchange Commission on January 12, 2011.





On January 11, 2011, the Board of Directors of B.T.U. Pipeline, Inc. ("BTU"), a wholly owned subsidiary of the Company, elected to dissolve the corporation. BTU was organized under the state of Tennessee and was acquired in the Wilon Resources, Inc. acquisition in 2010. BTU's sole purpose of existence was to serve as the bonding company and operator of the Company's West Virginia natural gas wells. Any remaining assets of BTU were assigned to US Natural Gas Corp WV on January 11, 2011 and appropriate documentation filed with the County Clerk of Wayne County, West Virginia. The Articles of Dissolution and Articles of Termination were filed with the State of Tennessee Department of State on March 4, 2011 after the Company's Certificate of Tax Clearance was received from the Tennessee Department of Revenue. The corporation was effectively terminated and dissolved on March 15, 2011 with the Tennessee Secretary of State.





NOTE R – PRIOR PERIOD ADJUSTMENT




In September 2009, the Company issued 300,000 shares of Series B Convertible Preferred Stock in exchange for a $300,000 note receivable due in September 2014, plus interest at three percent (3%) per annum. The note receivable has been included in the consolidated balance sheet at December 31, 2009 with an offsetting increase to additional paid in capital of $299,700. There was no affect to the consolidated statement of operations or cash flows for the year ended December 31, 2009.











F-26







US NATURAL GAS CORP


(A Development Stage Company)


NOTES TO FINANCIAL STATEMENTS (continued)


December 31, 2010








NOTE S – RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (continued)





The effect of the restatement adjustments on the balance sheet at December 31, 2008 follows:




As Previously

Reported


Restatement

Adjustments


As RestatedCash and cash equivalents

$
27,389


$
(7,090
)

$
20.299Marketable equity securities


-



6,450



6.450Total current assets


27,389



(640
)


26.749Oil and gas properties


6,000



-



6,000Total assets

$
33,389


$
(640
)

$
32,749Common stock

$
12,239


$
1


$
12,240Additional paid in capital


781,734



(11,675
)


770,059Deficit accumulated during thedevelopment stage


(760,684
)


11,134



(749,550
)Total stockholders’ equity

$
33,289


$
(540
)

$
32,749




The effect of the restatement adjustments on the statement of operations for the period March 28, 2008 (inception) to December 31, 2008 follows:




As Previously

Reported


Restatement

Adjustments


As RestatedRevenue

$
-


$
-


$
-Selling, general and administrative


36,845



4,717



41,562Stock issued for legal services


437,500



-



437,500Stock issued for consulting andother services


271,080



1,010



272,090Research and development


7,500



(7,500
)


-Organizational expense


10,000



(10,000
)


-Total operating expenses


762,925



(11,773
)


751,152Net loss from operations


(762,925
)


11,773



(751,152
)Net gain from marketable equity

securities


2,241



(639
)


1,602Net loss

$
(760,684
)

$
11,134


$
(749,550
)Basic and diluted loss per commonShare

$
(.07
)

$
.00


$
(.07
)