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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                AMENDMENT NO.1 TO
                                   FORM 10-K/A

[X]      Annual Report Under Section 13 or 15(d) of the Securities  Exchange Act
         of 1934

                   For the fiscal year ended December 31, 2006

[_]      Transition  Report  Pursuant  to Section 13 or 15(d) of the  Securities
         Exchange Act of 1934

  For the transition period from __________________ to ______________________.

                         Commission file number 0-26509

                               NATIONAL COAL CORP.

             (Exact name of registrant as specified in its charter)

          FLORIDA                                               65-0601272
State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization                               Identification No.)

                            8915 GEORGE WILLIAMS ROAD
                               KNOXVILLE, TN 37923
                    (Address of Principal Executive Offices)

       Registrant's telephone number, including area code: (865) 690-6900


           Securities registered pursuant to Section 12(b) of the Act:

   TITLE OF EACH CLASS                 NAME OF EACH EXCHANGE ON WHICH REGISTERED
   -------------------                 -----------------------------------------

 COMMON STOCK, PAR VALUE                        NASDAQ GLOBAL MARKET
   $.0001 PER SHARE

           Securities registered pursuant to Section 12(g) of the Act:

                                      NONE

       Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act.

                                  Yes [_]   No [X]

       Indicate by check mark if the  registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Act.

                                  Yes [_]   No [X]

       Indicate by check mark whether the  registrant  (1) has filed all reports
required to be filed 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 [_]

         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. [_]


<PAGE>


       Indicate by check mark  whether  the  registrant  is a large  accelerated
filer, and accelerated filer or a non-accelerated filer.

 Large Accelerated Filer [_]  Accelerated Filer [_]  Non-accelerated Filer [X]

       Indicate by check mark  whether  the  registrant  is a shell  company (as
defined in Rule 12b-2 of the Act).

                                  Yes [_]   No [X]

         The aggregate  market value of the voting and non-voting  common equity
held by  non-affiliates  of the  registrant  as of June 30,  2006,  based on the
closing  price of the common  stock as reported by The NASDAQ  Global  Market on
such date, was approximately $34,682,421.

         As of April 16, 2007, the issuer had 19,540,745 shares of common stock,
par value $.0001 per share, issued and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                     None.

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                                EXPLANATORY NOTE

         This  Amendment No. 1 to Annual Report on Form 10-K/A is being filed to
amend and restate Part III of our Annual  Report on Form 10-K for the year ended
December 31, 2006, filed with the Securities and Exchange Commission on April 2,
2007.  Except as expressly noted herein,  this Amendment does not reflect events
occurring after the April 2, 2007 filing date of our original Annual Report, and
we do not undertake to update any item of our original Annual Report,  except in
each case to reflect the changes discussed in this Amendment.  Accordingly, this
Amendment should be read in conjunction with the original Annual Report.

         As a result of these amendments, we are also filing as exhibits to this
Amendment the  certifications  pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002. Because no financial statements are contained within this Amendment, we
are not including  certifications  pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.


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                               NATIONAL COAL CORP.
                               INDEX TO FORM 10-K


PART III

Item 10.      Directors, Executive Officers, and Corporate Governance...       1

Item 11.      Executive Compensation....................................       4

Item 12.      Security Ownership of Certain Beneficial Owners and
                 Management and Related Stockholder Matters.............      16

Item 13.      Certain Relationships and Related Transactions, and
                 Director Independence..................................      18

Item 14.      Principal Accountant Fees and Services....................      19


PART IV

Item 15.      Exhibits and Financial Statement Schedules................      21


                                       i
<PAGE>


                                    PART III

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

         The  following  table  sets  forth  information  with  respect  to  our
directors and other executive officers as of April 16, 2007:

NAME                           AGE   POSITION WITH THE COMPANY
----                           ---   -------------------------
DIRECTOR:
Jon Nix                        37    Chairman of the Board
Daniel Roling                  57    President, Chief Executive Officer and
                                     Director
T. Michael Love                41    Senior Vice President, Chief Financial
                                     Officer and Director
Scott Filstrup                 64    Director
Robert Heinlein                43    Director
Gerald Malys                   62    Director
Kenneth Scott                  64    Director

OTHER EXECUTIVE OFFICERS:
Kenneth Hodak                  52    Chief Operating Officer
Charles Kite                   62    General Counsel
William Snodgrass              43    Senor Vice President, Business Development

DIRECTORS

         JON NIX, one of our  founders,  has served as a director  since January
2003 and as our  Chairman of the Board  since March 2004.  Mr. Nix served as our
President and Chief  Executive  Officer from January 2003 until August 2006. Mr.
Nix has over nine eight years  experience in the financial  industry.  He is the
founder  of Jenco  Capital  Corporation,  a  Tennessee  consulting  and  holding
corporation ("Jenco").  He is also a co-founder of Medicine Arm-In-Arm,  Inc., a
nonprofit  children's  charity that provides medical services to underprivileged
children  around the world.  Mr. Nix has over seven years of  experience  in the
coal  industry.  Mr. Nix holds a Bachelor of Arts degree in  Economics  from the
University of Tennessee.  Jon Nix is married to the  stepdaughter of our General
Counsel, Charles Kite.

         DANIEL ROLING is President and Chief Executive Officer of National Coal
Corp., positions he has held since February 2007 and August 2006,  respectively.
Prior to joining the Company,  Mr. Roling  served as a financial  analyst in the
metals and mining  industries for more than 25 years. He joined Merrill Lynch in
1981, and was ranked on both the Institutional  Investor's All-American Research
Team and the  Greenwich  Associates'  poll.  Mr.  Roling is also a long standing
member of the National Coal Council.  He holds a bachelor's degree in accounting
from the  University of Iowa and an MBA from the  University of Kansas.  He is a
certified public  accountant  (CPA), a Chartered  Financial  Analyst (CFA) and a
member of the American Institute of Certified Public Accountants.

         T. MICHAEL LOVE has served as Senior Vice President and Chief Financial
Officer  since  November  2005 and has worked with us as a financial  consultant
since June 2005.  Prior to being  engaged by us, Mr.  Love owned Love  Financial
Services,  a consulting  company  which  performed  various  financial  services
including contract executive and compliance work for public companies located in
South  Florida.  From 2002  through  2004,  Mr. Love  served as Chief  Financial
Officer of Air  Jamaica  Vacations,  a division of Air  Jamaica  Ltd.  From 1997
through 2002, Mr. Love was vice president of mergers and acquisitions for Gerald
Stevens, Inc., a NASDAQ company engaged in the retail floral industry. From 1995
through 1997, Mr. Love was director of mergers and  acquisitions for Blockbuster
Entertainment. From 1988 to 1995, Mr. Love served as an auditor with the firm of
KPMG, LLP. Mr.


                                       1
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Love is a Certified Public Accountant and earned bachelors degrees in accounting
and finance from Florida State University.

         SCOTT FILSTRUP has served as a Director since February 16, 2005.  Since
1985, Mr. Filstrup has served as president of The Consultants  Limited of Tulsa,
Oklahoma,   a  professional   services  firm  offering  strategic  planning  and
management  consulting  services to  business  organizations  and  entrepreneurs
including  creation of new  businesses  and products.  Prior to The  Consultants
Limited,  Mr. Filstrup was a director for strategic  planning of MAPCO, Inc., an
energy  company.  Mr.  Filstrup is a member of multiple  professional  and civic
organizations,  including  Chairman of the Tulsa Opera Board of Directors and is
currently  a  board  member  of  various  private  healthcare,   investment  and
technology firms in Oklahoma and Illinois.

         ROBERT  HEINLEIN  has served as a director  since April 1, 2005.  Since
2003  Mr.  Heinlein  has  worked  as  a  business  consultant  with  respect  to
Sarbanes-Oxley  regulations.  From August 2000 through 2003, Mr.  Heinlein was a
private  investor.  From June 1994 through August 2000, Mr.  Heinlein  served in
various  management  positions  with  Boca  Research,  Inc.,  including  as Vice
President of Finance and Chief Financial Officer from August 1999 to August 2000
and as Vice  President,  Corporate  Comptroller  and Treasurer from July 1998 to
August 1999. Mr. Heinlein is a Certified Public  Accountant.  Mr. Heinlein has a
Bachelor's and Master's degree in accounting from Florida Atlantic University.

         GERALD MALYS has served as a director since November 2006. Mr. Malys is
Senior Vice President,  Finance and Chief Financial Officer of Apex Silver Mines
Limited,  a  position  he has held  since  June  2006.  Mr.  Malys was a private
investor from 1999 to June 2006. Prior to this position,  Mr. Malys was employed
in positions of increasing  authority by Cyprus Amax Minerals  Company from 1985
to 1999.  He served  as a  director  of Amax Gold Inc.  from 1993 to 1998 and of
Kinross Gold  Corporation from 1998 to 1999. Mr. Malys has a Bachelor of Science
degree in accounting from Gannon  University,  is a Certified Public  Accountant
and a member of the American Institute of Certified Public Accountants.

         KENNETH SCOTT has served as a director  since April 1, 2005.  Mr. Scott
has been a Partner with Colonnade  Strategies,  LLC a business  consulting firm,
since  2002.  Prior to joining  Colonnade  Strategies,  LLC,  Mr.  Scott was the
Executive Vice President for Europe and Vice  President,  Energy  Industry,  for
Perot Systems Corporation, which provides technology-based business solutions to
help  organizations  worldwide  control  costs and cultivate  growth.  Mr. Scott
worked for Perot Systems Corporation from 1998 through 2002.

OTHER EXECUTIVE OFFICERS

         KENNETH  HODAK  rejoined  National  Coal  Corp.  in  January  2007  and
presently serves as our Chief Operating  Officer,  a position he previously held
with the Company from October 2005 through May 2006. From May 2006 until January
2007,  Mr. Hodak pursued other  coal-related  business  opportunities.  Prior to
joining National Coal in October 2005, Mr. Hodak was employed by Arch Coal, Inc.
since 1996.  He was a mine manager from 1996 to 1999, a General  Manager of Arch
West  Virginia,  Inc., a subsidiary of Arch Coal,  Inc.,  from 1999 to 2002, and
then Senior Vice  President of Sales from 2002 through 2005. Mr. Hodak served as
a mine  engineer at Northern  Coal Company from 1979 to 1981 and at Ashland Coal
from 1981 to 1984.  From 1984 until 1993, Mr. Hodak served at various  positions
at Ashland  Coal,  Inc.  Mr. Hodak has over 25 years of  experience  in the coal
industry.  Mr. Hodak received a dual Bachelor's Degree in mining and engineering
and arts and sciences in 1979 from  Pennsylvania  State University and his Juris
Doctor degree from West Virginia University in 1996.

         CHARLES  KITE has served as our  General  Counsel  since May 2004,  and
served as a director from  February  2003 until May 2004.  Prior to becoming our
General  Counsel,  Mr. Kite, an attorney since 1973,  was our outside  corporate
counsel, and since 1990 was engaged in general legal practice with the


                                       2
<PAGE>


Tennessee law firm of Kite,  Bowen & Associates,  P. A., where he specialized in
commercial business  representation,  tax representation and litigation,  estate
planning, and probate matters. Mr. Kite served as Senior Trial Attorney with the
Chief  Counsel's  Office of the Internal  Revenue  Service from 1977 to 1983. He
graduated from Carson Newman College in 1967 with a Bachelor of Arts degree, and
received his Juris  Doctorate  degree from the  University of Tennessee in 1973.
Charles Kite is the stepfather of Jon Nix's spouse.

         WILLIAM  SNODGRASS has served as our Senior Vice President for Business
Development since March 1, 2007. Mr. Snodgrass served as our Operations  Manager
from July 2003 until March 2006,  and as our Chief  Operating  Officer  from May
2006 until March 2007. Mr. Snodgrass also served as our consultant from February
2003 to July 2003. Prior to joining us, Mr.  Snodgrass served as  superintendent
and  area  manager  for  Tennessee  Mining,  Inc.,  a  subsidiary  of  Addington
Enterprises,  Inc., one of the largest coal companies in the nation,  a position
he held from 1994 until February 2003. Mr. Snodgrass has extensive knowledge and
expertise in the coal mining  industry and has been involved in numerous  mining
projects in the Kentucky and Tennessee areas. Mr. Snodgrass has over 20 years of
experience in the coal industry.

AUDIT COMMITTEE

         Our Board of  Directors  has a  separately  designated  standing  audit
committee  established in accordance with Section  3(a)(58)(A) of the Securities
Exchange  Act of 1934,  as  amended.  The audit  committee  is chaired by Robert
Heinlein and currently consists of Messrs. Heinlein,  Filstrup and Scott, all of
whom qualify as  "independent"  directors  within the meaning of the  applicable
rules for companies  traded on The NASDAQ Global Market  (NASDAQ).  The Board of
Directors  has  determined  that Mr.  Heinlein is an audit  committee  financial
expert, as defined in Item 401(h)(2) of Regulation S-K.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Securities  Exchange Act of 1934 requires that our
executive officers and directors, and persons who own more than ten percent of a
registered class of our equity securities, file reports of ownership and changes
in ownership with the SEC. Executive  officers,  directors and  greater-than-ten
percent  shareholders  are  required by SEC  regulations  to furnish us with all
Section  16(a) forms they file.  Based solely on our review of the copies of the
forms received by us and written  representations from certain reporting persons
that they have complied with the relevant filing requirements,  we believe that,
during  the  year  ended  December  31,  2006,  all of our  executive  officers,
directors and greater-than-ten  percent  shareholders  complied with all Section
16(a) filing  requirements,  except for the following:  (i) seven  Statements of
Changes in Beneficial  Ownership on Form 4 reporting ten separate  transactions,
were filed late by Crestview  Capital  Master LLC; (ii) one Statement of Changes
in Beneficial Ownership on Form 4, reporting one transaction,  was filed late by
Jon Nix;  (iii) one  Statement  of Changes in  Beneficial  Ownership  on Form 4,
reporting one transaction, was filed late by Gerald J. Malys; (iv) one Statement
of Changes in  Beneficial  Ownership on Form 4,  reporting one  transaction  was
filed late by Daniel A. Roling;  and (v) one  Statement of Changes in Beneficial
Ownership on Form 4, reporting  three separate  transactions,  was filed late by
Charles Kite.

CODE OF ETHICAL CONDUCT

         We have adopted a Code of Ethical  Conduct that is applicable to all of
our  officers,  directors  and  employees,  including  our  principal  executive
officer,  principal  financial  and  accounting  officer and persons  performing
similar functions.  A copy of our Code of Ethical Conduct is filed as an exhibit
to our  Annual  Report  on  Form  10-K  and is  available  on our  Web  site  at
www.nationalcoal.com under the "Investors" section.


                                       3
<PAGE>


SHAREHOLDERS NOMINATIONS FOR DIRECTOR NOMINEES

         No  material  changes  have  been made to the  procedures  by which our
shareholders may recommend nominees to our board of directors since we described
the  procedures  in our  Annual  Report on Form 10-K for the  fiscal  year ended
December 31, 2005.

ITEM 11.      EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

OVERVIEW OF COMPENSATION PHILOSOPHY AND PROGRAM

         The objective of the  Company's  executive  compensation  program is to
attract,  retain and motivate key executives to enhance long-term  profitability
and  create  shareholder  value.  On April 1,  2005,  upon the  creation  of the
Company's Compensation Committee to the Board of Directors,  the Company did not
have a compensation  philosophy or program.  The Committee's first objective was
to bring certain skill sets and  experience to the top positions in the Company:
Chief Executive  Officer,  Chief Operating Officer and Chief Financial  Officer.
Compensation  programs have been negotiated on an individual by individual basis
in order to attract the people who were  identified  for those  positions.  More
recently,  the  Compensation  Committee has been working with management and the
Board in seeking the  development  and  publication  of  Board-approved,  annual
company targets around which an incentive  compensation  program can be designed
that would enable a senior executive to earn up to a substantial  portion of his
base salary in the form of a cash bonus in return for achieving the targets.

         The  philosophy of the  Compensation  Committee is centered  around the
belief that the Company's  ability to  responsibly  deliver and sustain value is
driven by superior individual performance.  We believe that a company must offer
competitive  compensation  to  attract  and  retain  experienced,  talented  and
motivated  employees.  At the senior leadership roles with the organization,  we
are in the process of structuring executive bonus plans which will be based upon
making performance-based pay a significant  portion of compensation.  We believe
this will  encourage  talented  leaders to stay with the company  over  extended
years.

         The  Compensation  Committee has approved a compensation  structure for
the named executive  officers,  determined on an individual by individual basis,
that  incorporates  four  key  components:  base  salary,  annual  discretionary
incentive payments, stock options, and retirement and other benefits.

DEDUCTIBILITY OF COMPENSATION EXPENSES

         Pursuant to Section  162(m) under the Internal  Revenue  Code,  certain
compensation  paid to  executive  officers  in excess of $1  million  is not tax
deductible,  except to the  extent  such  excess  constitutes  performance-based
compensation.  The  Committee  has and will  continue to carefully  consider the
impact of Section 162(m) when establishing  incentive  compensation  plans. As a
result, a significant portion of the Company's executive  compensation satisfies
the requirements for  deductibility  under Section 162(m). At the same time, the
Committee  considers  its primary goal to design  compensation  strategies  that
further  the best  interests  of the Company  and its  shareholders.  In certain
cases,  the  Compensation  Committee  may  determine  that  the  amount  of  tax
deductions lost is  insignificant  when compared to the potential  opportunity a
compensation  program provides for creating  shareholder value. The Compensation
Committee  therefore  retains  the ability to evaluate  the  performance  of the
Company's executive officers and to pay appropriate compensation, even if it may
result in the non-deductibility of certain compensation.


                                       4
<PAGE>


2006 EXECUTIVE COMPENSATION COMPONENTS

         For the year ended  December  31, 2006,  the  principal  components  of
compensation for the named executive officers were:

         o        annual base salary;
         o        annual discretionary incentive compensation;
         o        stock options; and
         o        retirement and other benefits.

         ANNUAL  BASE  SALARY.  In  general,  base  salary  for  each  employee,
including the named executive officers, is established based on the individual's
job responsibilities, performance and experience; the Company's size relative to
competitors;  the  competitive  environment;  and a general view as to available
resources.

         For  the  Company's  executive  officers,  the  Compensation  Committee
reviewed the base salaries of the Chief Executive Officer and his direct reports
at the time of hire,  which has been  within  the past  three  years,  to ensure
competitiveness  in the marketplace.  No adjustments have been made to executive
officer compensation since their hire date. The Compensation  Committee consider
the base  salaries  of the named  executive  officers  to ensure  they take into
account  performance,  experience  and  retention  value and that salary  levels
continue to be competitive with companies of similar size and complexity.

         ANNUAL DISCRETIONARY INCENTIVE  COMPENSATION.  Named executive officers
are  provided  with a  discretionary  incentive  program  which  allows for cash
incentive bonuses up to certain percentages of compensation  established in each
employment  agreement.  At this time,  the  incentive  program  has not yet been
linked with a set of clear  objectives.  In 2006, no incentive bonuses were paid
other than to William Snodgrass and Charles Kite.

         STOCK  OPTIONS.   The  Compensation   Committee  approved  a  long-term
incentive opportunity for each of the named executive officers through awards of
stock options.  The Company's  stock option program is a long-term plan designed
to:  create  a  direct  link  between   executive   compensation  and  increased
shareholder  value,  provide an opportunity  for increased  equity  ownership by
executives,  and maintain  competitive levels of total  compensation.  All stock
options  granted since the  inception of the  Compensation  Committee  have been
granted on the hire date of the executive officer or employee.

         In the  case of  recommended  stock  option  awards,  the  Compensation
Committee  reviews the  recommendations  of senior management and tests fairness
before  recommending  stock option award to the board of directors.  The process
for stock option awards is to approve grants  prospectively  (i.e. approval date
occurs  prior to grant  date)  although  there have been  occasions  where stock
option awards have been  approved on the grant date at the closing  market price
on that date.

         All stock options, except for those granted to Daniel Roling, have been
granted at an exercise  price equal to the closing market price of the Company's
Common Stock on the date of grant.  Accordingly,  those stock  options will have
intrinsic  value to  employees  only if the  market  price of the  Common  Stock
increases  after that date.  The stock  options  granted to Daniel Roling had an
exercise price equal to the closing  market price of the Company's  Common Stock
on the date his  employment  agreement  was  signed  and the grant  date was the
commencement date of his employment.  Stock options generally vest in one-fourth
increments over a period of four years;  however,  options will immediately vest
upon a change of control of the Company or a recapitalization  event or upon the
holder's death or disability.  If the holder terminates  employment without good
reason (as  defined in his or her  employment  agreement),  all  unvested  stock
options are forfeited. Stock options expire ten years from the date of grant.


                                       5
<PAGE>


         RETIREMENT  BENEFITS.  The  Company  maintains  a  401(k)  plan.  Named
executive  officers  participate  in  these  plans  on the  same  terms as other
eligible  employees,  subject  to any  legal  limits on the  amount  that may be
contributed  by executives  under the plans.  At this time, the Company does not
provide any matching funds under the 401(k) plan.

         OTHER BENEFITS  PROVIDED BY THE COMPANY.  The Company also provides the
following benefits to the named executive officers and all other employees.

         o        MEDICAL  BENEFITS.  Employees  have a choice  of two  coverage
                  options.  Each option  covers the same  services and supplies,
                  but differs in the  quality of the  doctors'  network.  During
                  2006,  the plan was  fully  funded by the  Company.  Beginning
                  April  2007,  the  employee  will pay  between $0 and $200 per
                  month  depending  upon the  number of family  members  covered
                  under the plan.

         o        DENTAL BENEFITS.  The plan covers preventive,  basic and major
                  services for employees and their dependents.  Orthodontia care
                  is also provided for eligible dependents.  Preventive care and
                  basic  services  are  covered at 100%.  Major  services at 50%
                  after a waiting period. The plan has no deductibles.

         o        LIFE  INSURANCE.  Employees  receive  a  basic  benefit  equal
                  $10,000. The premium is paid 100% by the company.

         o        VACATION.  All  employees  are eligible for vacation  based on
                  years  of  service.   Each  executive,   including  the  named
                  executive  officers,  is eligible for 20 days of vacation each
                  year.

         o        HOLIDAYS. The company provides 12 paid holidays each year.

         PERQUISITES.   The  Company  provided  certain  perquisites  to  senior
management in 2006, as follows:

         o        LIFE  INSURANCE.  Certain  executive  officers are provided $1
                  million or $500,000  keyman life insurance in which,  upon the
                  death of the  employee,  the  proceeds of such  insurance  are
                  divided evenly between the Company and the employee's heirs.

         o        LONG-TERM DISABILITY (LTD) AND LONG-TERM CARE. The contract of
                  our Chief  Executive  Officer  requires the company to provide
                  long-term  disability and long-term care insurance programs on
                  his behalf.  At December 31,  2006,  only the  long-term  care
                  insurance was in place. Long-term care insurance provides $400
                  per day paid  directly  to the  insured for every day in which
                  the employee meets certain criteria and requires outside care.

         o        OTHER  PERQUISITES.  The Company does not provide or reimburse
                  for country club  memberships for any officers.  Vehicles have
                  been provided to certain named executives.


                                       6
<PAGE>


REPORT OF COMPENSATION COMMITTEE

         The  Compensation  Committee  of the Board of  Directors  is  primarily
responsible  for  determining  the annual  salaries  and other  compensation  of
executive  officers and  administering  the Company's stock option plan.  During
fiscal 2006,  the  Committee was  comprised of three  members,  all of whom were
independent  directors  pursuant to applicable  NASDAQ rules. In connection with
its deliberations,  the Committee seeks the views of the Chief Executive Officer
with respect to appropriate compensation levels of the other officers.

         The  Compensation  Committee of the Board of Directors has reviewed and
discussed the  Compensation  Discussion and Analysis  required by Item 402(b) of
Regulation  S-K with  management  and based on such  review and  discussion  has
recommended  to the Board of  Directors  that the  Compensation  Discussion  and
Analysis be included in this amendment to annual report on Form 10-K/A.

         COMPENSATION COMMITTEE
         Kenneth Scott, Chairman
         Robert Heinlein
         Gerald J. Malys

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The  Compensation  Committee  of our Board of  Directors  currently  consists of
Messrs.  Scott,  Heinlein and Malys. None of these  individuals  served us as an
officer  or  employee  at any  time  during  fiscal  2006.  None of our  current
executive  officers  has  served  as a  member  of the  board  of  directors  or
compensation  committee  of any  entity  for  which a  member  of our  Board  of
Directors or Compensation Committee has served as an executive officer.


                                       7
<PAGE>


SUMMARY COMPENSATION TABLE

         The  following  table sets forth,  as to each  person  serving as Chief
Executive Officer and Chief Financial Officer during 2006, the three most highly
compensated  executive officers other than the Chief Executive Officer and Chief
Financial Officer who were serving as executive  officers at the end of the 2006
whose compensation exceeded $100,000,  and Joseph Davis and Kenneth Hodak, whose
service as  executive  officers  terminated  during 2006  (referred  to as named
executive officers),  information  concerning all compensation paid for services
to us in all capacities for 2006.

<TABLE>
<CAPTION>
---------------------------------- -------- ---------- ---------- ------------ ---------------- ------------
                                                                    OPTION        ALL OTHER
NAME AND                                     SALARY      BONUS      AWARDS      COMPENSATION       TOTAL
PRINCIPAL POSITION                  YEAR       ($)        ($)       ($)(4)         ($)(5)           ($)
---------------------------------- -------- ---------- ---------- ------------ ---------------- ------------
<S>                                 <C>       <C>          <C>      <C>            <C>            <C>
Daniel A. Roling(1)                 2006      236,538      --         127,917      59,592           424,047
   President and Chief
   Executive Officer
---------------------------------- -------- ---------- ---------- ------------ ---------------- ------------
Jon Nix(1)                          2006      246,967      54,102   1,149,476      33,394         1,483,939
   Former President and
   Chief Executive Officer
---------------------------------- -------- ---------- ---------- ------------ ---------------- ------------
T. Michael Love                     2006      275,000      10,000      92,623      30,116           407,739
   Senior Vice President,
   Chief Financial Officer
---------------------------------- -------- ---------- ---------- ------------ ---------------- ------------
Charles Kite                        2006      180,000      --          93,914       5,177           278,691
   General Counsel
---------------------------------- -------- ---------- ---------- ------------ ---------------- ------------
William Snodgrass                   2006      157,500      32,589      83,774       2,665           276,528
   Senior Vice President for
   Business Development
---------------------------------- -------- ---------- ---------- ------------ ---------------- ------------
Joseph A. Davis, Jr.(2)             2006      144,000       7,000      15,416       1,021           167,437
   Former Vice President, Sales
---------------------------------- -------- ---------- ---------- ------------ ---------------- ------------
Kenneth Hodak(3)                    2006      106,774      --          53,970      16,343           177,087
   Chief Operating Officer
---------------------------------- -------- ---------- ---------- ------------ ---------------- ------------
</TABLE>

(1)      Mr. Roling  replaced Mr. Nix as President and Chief  Executive  Officer
         effective August 9, 2006.

(2)      Mr. Davis'  employment  with National  Coal  Corporation  terminated on
         October  31,  2006,  following  which Mr.  Davis  continued  to provide
         consulting   services  to  us  for  which  he  receive  no   additional
         compensation in 2006.

(3)      Mr. Hodak's employment with National Coal Corporation terminated on May
         12, 2006. Mr. Hodak rejoined the company as Chief Operating  Officer on
         January 31, 2007.

(4)      The amounts in this column represent the dollar amounts  recognized for
         financial  statement  reporting purposes in fiscal 2006 with respect to
         stock  options  granted  in  2006 as well as  prior  fiscal  years,  in
         accordance with SFAS 123R. For additional  information on the valuation
         assumptions  with  respect  to option  grants,  including  the  options
         granted in 2006, see note 15 to the consolidated  financial  statements
         in our Annual Report on Form 10-K for the year ended December 31, 2006.
         These  amounts do not reflect the actual  value that may be realized by
         the named  executive  officers which depends on the value of our shares
         in the future.


                                       8
<PAGE>


(5)      All other  compensation for 2006 consists of the following  (amounts in
         dollars):

--------------------- ------------- ----------- ------------ --------- --------
                       Moving and   Insurance   Automobile   Personal    Total
                       Relocation    Premiums    Allowance   Security
--------------------- ------------- ----------- ------------ --------- --------
Mr. Roling                  42,391  18,034 (i)        3,623        --   59,592
--------------------- ------------- ----------- ------------ --------- --------
Mr. Nix                         --   6,348 (ii)         256    26,790   33,394
--------------------- ------------- ----------- ------------ --------- --------
Mr. Love                    21,625          --        8,491        --   30,116
--------------------- ------------- ----------- ------------ --------- --------
Mr. Kite                        --     708 (iii)      3,762        --    5,177
--------------------- ------------- ----------- ------------ --------- --------
Mr. Snodgrass                   --     820 (iii)      1,025        --    2,665
--------------------- ------------- ----------- ------------ --------- --------
Mr. Davis                       --          --        1,021        --    1,021
--------------------- ------------- ----------- ------------ --------- --------
Mr. Hodak                   15,533          --          810        --   16,343
--------------------- ------------- ----------- ------------ --------- --------

(i)      Insurance premium for Mr. Roling to provide  individual  long-term care
         insurance and life insurance.

(ii)     Insurance  premiums for Mr. Nix to provide health  insurance  following
         Mr.  Nix's  resignation  from the Company  ($3,888) and to provide life
         insurance for the benefit of Mr. Nix's beneficiaries ($2,460).

(iii)    One-half of the  insurance  premiums to provide life  insurance in part
         for the benefit of the executive's beneficiaries.

GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2006

         The following table provides information about equity-awards granted to
each named  executive  officer  in 2006  under the  Amended  and  Restated  2004
National Coal Corp. Option Plan, which is the only plan pursuant to which awards
were granted in 2006.

<TABLE>
<CAPTION>
----------------------- ------------ ------------ -------------- ------------- ------------ --------------
                                                    ALL OTHER
                                                     OPTION
                                                     AWARDS:     EXERCISE OR                 GRANT DATE
                                                    NUMBER OF     BASE PRICE     MARKET      FAIR VALUE
                                                   SECURITIES     OF OPTION     PRICE ON      OF OPTION
                          GRANT       APPROVAL     UNDERLYING       AWARDS     GRANT DATE      AWARDS
NAME                      DATE(1)      DATE(1)     OPTIONS (#)    ($/SH) (2)    ($/SH)(2)      ($)(3)
----------------------- ------------ ------------ -------------- ------------- ------------ --------------
<S>                      <C>          <C>            <C>            <C>           <C>        <C>
Daniel A. Roling         08/09/06     05/24/06       500,000        $8.88         $6.25      $1,535,000
----------------------- ------------ ------------ -------------- ------------- ------------ --------------
</TABLE>

(1)   The  grant  date of an  option  award  is the date  that the  compensation
      committee  fixes as the date the  recipient  is  entitled  to receive  the
      award.  The  approval  date is the date  that the  compensation  committee
      approves the award.

(2)   The exercise  price of option awards  differs from the market price on the
      date of grant.  The  exercise  price was  determined  based on the closing
      price of National Coal's common stock on the trading day immediately prior
      to the date the award was approved by our  compensation  committee,  while
      the market  price on the date of grant is the  closing  price of  National
      Coal's common stock on that date.

(3)   The grant  date fair value is  generally  the  amount  the  company  would
      expense in its financial  statements over the award's service period,  but
      does not include a reduction for forfeitures.


                                       9
<PAGE>


OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2006

         The following  table provides  information  with respect to outstanding
stock  options held by each of the named  executive  officers as of December 31,
2006.

<TABLE>
<CAPTION>
                                              NUMBER OF SECURITIES
                                         UNDERLYING UNEXERCISED OPTIONS
                                       ----------------------------------    OPTION          OPTION
                           GRANT            (#)               (#)           EXERCISE       EXPIRATION
NAME                        DATE        EXERCISABLE      UNEXERCISABLE      PRICE ($)         DATE
----------------------- -------------- -------------- ------------------- -------------- ---------------
<S>                       <C>              <C>             <C>                <C>           <C>
Daniel A. Roling          08/09/06          --             500,000(1)         $8.88         08/09/16
----------------------- -------------- -------------- ------------------- -------------- ---------------
T. Michael Love           11/14/05         25,000           75,000(2)         $7.02         11/14/15
----------------------- -------------- -------------- ------------------- -------------- ---------------
Charles Kite              03/25/04         12,500           12,500(3)         $2.20         03/25/14
----------------------- -------------- -------------- ------------------- -------------- ---------------
                          05/03/04         50,000           50,000(3)         $5.40         05/03/14
----------------------- -------------- -------------- ------------------- -------------- ---------------
William Snodgrass         03/25/04         12,500           25,000(3)         $2.20         03/25/14
----------------------- -------------- -------------- ------------------- -------------- ---------------
                          06/07/05         12,500           37,500(2)         $5.86         06/07/15
----------------------- -------------- -------------- ------------------- -------------- ---------------
Joseph A. Davis, Jr.      04/14/04          6,250            6,250(3)         $4.04         04/14/14
----------------------- -------------- -------------- ------------------- -------------- ---------------
                          07/16/04          6,250            6,250(3)         $5.40         07/16/14
----------------------- -------------- -------------- ------------------- -------------- ---------------
</TABLE>

(1)      Options are exercisable in 25% annual  increments  beginning  August 9,
         2007.

(2)      Options are exercisable in 25% annual  increments  beginning January 1,
         2006.

(3)      Options are exercisable in 25% annual  increments  beginning January 1,
         2005.

OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2006

         The following table provides  information on stock option  exercises by
each of the named executive officers during 2006. No stock awards vested for any
named executive officer during 2006.

                   --------------------------------------------
                                  OPTION AWARDS
                   --------------------------------------------
                     NUMBER OF SHARES      VALUE REALIZED ON
                   ACQUIRED ON EXERCISE         EXERCISE
NAME                        (#)                   ($)
------------------ ---------------------- ---------------------
Jon Nix                   468,750              $1,426,562
------------------ ---------------------- ---------------------


         In September 2006,  pursuant to a separation  agreement we entered into
with Mr. Nix, we agreed to vest in full all  outstanding  stock  options held by
Mr. Nix, following which Mr. Nix exercised all of his stock options.


                                       10
<PAGE>


DIRECTOR COMPENSATION

         The general policy of the Board is that  compensation  for  independent
directors should be a mix of cash and equity-based  compensation.  We do not pay
management  directors for Board  service in addition to their  regular  employee
compensation.  The Compensation Committee,  which consists solely of independent
directors,  has the primary  responsibility  for reviewing and  considering  any
revisions  to  director   compensation.   The  Board  reviews  the   committee's
recommendations  and  determines  the  amount  of  director  compensation.   The
committee can engage the services of outside  advisers,  experts,  and others to
assist the committee in  determining  director  compensation.  During 2006,  the
committee  did  not  use  an  outside   adviser  to  aid  in  setting   director
compensation.

         Jon Nix  resigned  as an officer of the  company  in August  2006.  For
services as our Chairman,  Mr. Nix may earn a discretionary  bonus as determined
by the other  non-management  directors then serving on the Board.  No bonus for
service as a director  was  awarded to Mr. Nix during  2006.  We also  agreed to
provide Mr. Nix with health insurance coverage while he serves on the Board.

         The key elements of our director compensation program are as follows:

         o        annual cash retainer of $50,000;

         o        annual Audit Committee chairperson fee of $25,000;

         o        annual Compensation and Nominating Committee  chairperson fees
                  of $10,000  each,  which was changed  during 2006 from $25,000
                  each in the prior year; and

         o        stock option grant of 75,000 shares upon the director's  first
                  election or appointment to the Board.

         The  following  table  details  the  total  compensation  earned by the
company's non-employee directors in 2006.

                          DIRECTOR SUMMARY COMPENSATION

---------------------- ------------------- ------------------ ------------------
                         FEES EARNED OR          OPTION
                          PAID IN CASH           AWARDS              TOTAL
NAME                          ($)                 ($)                 ($)
---------------------- ------------------- ------------------ ------------------
Scott Filstrup               60,000              61,672             121,672
---------------------- ------------------- ------------------ ------------------
Robert Heinlein              75,000              61,672             136,672
---------------------- ------------------- ------------------ ------------------
Gerald J. Malys               8,334               8,860              17,194
---------------------- ------------------- ------------------ ------------------
Kenneth Scott                60,000              61,672             121,672
---------------------- ------------------- ------------------ ------------------
Jon Nix                        --                  --                  --
---------------------- ------------------- ------------------ ------------------
   Total                    203,334             193,876             397,210
---------------------- ------------------- ------------------ ------------------

         Directors receive cash fees in monthly  installments with the exception
of  committee  chairperson  fees which are paid at the  beginning of each annual
term.  Annual  retainers are prorated so that adjustments can be made during the
year.  Unpaid  portions  of  cash  retainers  are  forfeited  upon  termination,
retirement,  disability,  or  death.  Our  current  practice  is to  grant  each
non-employee  director a stock option to purchase  75,000 shares of common stock
upon their initial election or appointment to the Board. Directors' options vest
in equal  annual  installments  over a four-year  period from the date of grant.
Vesting  accelerates  upon the director's death or disability or if the director
is not nominated by the Board for  re-election as a director.  In 2007, the term
of the stock options for independent  directors  immediately following their end
of service was extended from ninety days to eighteen months.


                                       11
<PAGE>


EMPLOYMENT AGREEMENTS AND CHANGE IN CONTROL ARRANGEMENTS

      Other than William R. Snodgrass,  each of our named executive officers not
only serves as an officer of National Coal Corp.,  but also as an officer of our
wholly-owned subsidiary National Coal Corporation. Mr. Snodgrass is an executive
officer of National Coal Corporation only.

         DANIEL  A.  ROLING.  In May  2006,  we,  along  with  our  wholly-owned
subsidiary, National Coal Corporation, entered into an employment agreement with
Daniel A. Roling  pursuant to which Mr.  Roling would become the  President  and
Chief Executive  Officer of each company.  Mr. Roling became our Chief Executive
Officer on August 9, 2006 and  President  on February  6, 2007.  Pursuant to the
terms of his  employment  agreement,  Mr. Roling shall also serve as a member of
the Board.  In  November  2006,  we  expanded  the size of our Board from 5 to 7
members, and Mr. Roling and Mr. Malys were appointed as directors.  Mr. Roling's
employment  agreement expires on May 24, 2009. Mr. Roling's employment agreement
shall be  automatically  renewed  after the  expiration  of the initial term for
successive  two-year  terms unless the Board elects to terminate the  employment
agreement.  Mr.  Roling earns a base salary of $600,000 per year,  which rate of
compensation is in effect until expiration of the initial term. Thereafter,  the
base annual  salary shall be at the rate  determined in good faith by the Board,
but  shall  not be lower  than  the  base  salary  in  effect  at the end of the
immediately preceding fiscal year. In addition, for each full fiscal year during
which Mr. Roling is employed as the Chief Executive Officer, commencing with the
fiscal year ended  December  31, 2006,  Mr.  Roling shall be paid an annual cash
bonus in an amount to be  determined  in good faith by the  Board,  but not more
than an amount equal to fifty percent  (50%) of the base amount of Mr.  Roling's
salary. Pursuant to Mr. Roling's employment agreement, National Coal Corporation
maintains  key man life  insurance for Mr.  Roling.  Any proceeds of this policy
would be distributed  50% to National Coal  Corporation  and 50% to Mr. Roling's
heirs.

         Under his  employment  agreement,  on May 25,  2006,  the  compensation
committee  approved the grant to Mr. Roling of a  non-qualified  stock option to
purchase  500,000  shares of our common stock at an exercise  price of $8.88 per
share, the grant of which occurred upon Mr. Roling's  commencement of employment
in August 2006. The options shall vest in four equal annual  installments on the
anniversary of the date of commencement of employment, but shall fully vest upon
a change of control.  In addition,  under his employment  agreement,  Mr. Roling
purchased 100,000 shares of our common stock at a price of $8.88 per share.

         In the event that Mr. Roling's  employment is terminated other than for
bad conduct or because of substantial  differences of opinion between Mr. Roling
and the Board, or other circumstances should arise such that Mr. Roling, in good
faith,  no longer  feels that he can  function  effectively  as Chief  Executive
Officer of the Company,  then Mr. Roling shall be entitled to certain  severance
benefits  for a  severance  period of twelve  months.  Such  severance  benefits
include a continuation of Mr. Roling's base salary, a prorated annual cash bonus
payment,  continued  insurance  coverage,  continued  use of a company owned and
maintained  automobile,  and  immediate  vesting  of all  unvested  options  and
immediate lapse of any forfeiture  provision relating to restricted share grants
scheduled  to vest  during  the  severance  period.  In the event of a change of
control, the Company shall perform an analysis to determine the applicability of
Section  4999  of the  United  States  Internal  Revenue  Code of  1986,  and if
applicable,  shall pay to Mr. Roling a gross-up not to exceed $200,000 such that
Mr.  Roling  will  retain a net amount  equal to the  payments he is entitled to
pursuant to the terms of the  Employment  Agreement,  less income and employment
taxes, assuming that the excise tax under Section 4999 didn't apply.

         In addition, in the event that Mr. Roling's employment with the Company
is terminated for any reason, the Company shall, upon the request of Mr. Roling,
pay for  outplacement  service for Mr. Roling for a period of twelve (12) months
and  provide  office  space and  secretarial  support  to assist  Mr.  Roling in
searching for and obtaining a new position.

         T.  MICHAEL  LOVE.  In November  2005,  National  Coal  Corp.,  and our
wholly-owned subsidiary,  National Coal Corporation,  entered into an employment
agreement  with  Mr.  Love to  serve  as  Chief  Financial  Officer.  Under  his
employment agreement,  Mr. Love is entitled to an initial salary of $275,000 per
year. Annual increases in Mr. Love's base salary are determined in good faith by
the Board at the beginning of each fiscal year. Mr. Love is also entitled to one
year of severance pay in the event of termination  without cause any time before
January 1, 2009 or if he terminates his employment for good reason. Mr. Love was
granted  100,000  stock  options at the then  current  market value of $7.02 per
share.


                                       12
<PAGE>


These  options  vest in four equal annual  installments,  starting on January 1,
2006,  but shall fully vest upon a change of control of National  Coal Corp.  or
upon termination of Mr. Love's employment without cause or for good reason.

         JON E. NIX. In July 2004, our  wholly-owned  subsidiary,  National Coal
Corporation, entered into an employment agreement with Mr. Nix, as President and
Chief Executive Officer,  which agreement was subsequently  amended and restated
effective as of October 1, 2004.  Under his  employment  agreement,  Mr. Nix was
entitled to an initial salary of $408,000 per year and a cash bonus in an amount
to be determined in good faith by the Board of National Coal  Corporation  on an
annual or quarterly  basis, as approved by the Board.  As further  compensation,
Mr. Nix also was  entitled to monthly  compensation  in an amount  equal to five
cents ($.05) per ton of coal (calculated upon "clean" tonnage sold as opposed to
"raw" tonnage mined) sold by National Coal  Corporation each month that is mined
from all of its owned and leased properties.  Annual increases in Mr. Nix's base
salary were to be determined in good faith by the Board at the beginning of each
fiscal year. The initial term of Mr. Nix's employment was two years,  which term
would be automatically renewed for successive two-year terms unless the Board of
National Coal  Corporation  provided Mr. Nix written  notice of  non-renewal  no
later than 120 days prior to the expiration of the then-current  term. In August
2005, Mr. Nix voluntarily  accepted a notice of non-renewal.  On August 8, 2006,
Mr. Nix resigned as President and Chief Executive Officer.

         On September 6, 2006, we entered into a separation  agreement  with Mr.
Nix,  pursuant  to which he  continues  to serve  as  Chairman  of our  Board of
Directors.  As a non-employee director, we now pay Mr. Nix the same compensation
we pay other non-employee directors. Additionally, for services as our Chairman,
Mr. Nix may earn a discretionary bonus as determined by the other non-management
directors  then  serving on the Board.  We also  agreed to provide  Mr. Nix with
health  insurance  coverage while he serves on the Board,  and we agreed to vest
all of Mr. Nix outstanding stock options and all stock options held by Mr. Nix's
spouse.

         CHARLES KITE. In May 2004, our wholly-owned  subsidiary,  National Coal
Corporation,  entered  into an  employment  agreement  with Mr.  Kite as General
Counsel,  which agreement was subsequently  amended and restated effective as of
September 16, 2004. Under his employment  agreement,  Mr. Kite is entitled to an
initial salary of $180,000 per year, and an annual cash bonus in an amount to be
determined  in good  faith by the Board of  National  Coal  Corporation.  Annual
increases in Mr. Kite's base salary are determined in good faith by the Board at
the beginning of each fiscal year. The initial term of Mr. Kite's  employment is
two years,  which term will be  automatically  renewed for  successive  two-year
terms unless the Board of National  Coal  Corporation  provides Mr. Kite written
notice of  non-renewal  no later  than 120 days prior to the  expiration  of the
then-current  term. In August 2005,  Mr. Kite  voluntarily  accepted a notice of
non-renewal.  As a  result,  Mr.  Kite's  employment  agreement  expired  as  of
September 16, 2006 and has not been renewed. Mr. Kite's base salary is $180,000.
Under his  employment  agreement,  Mr.  Kite was  granted an option to  purchase
100,000 shares of our common stock at an exercise price of $5.40 per share under
the terms and conditions set forth in the 2004 Option Plan. Pursuant to the 2004
Option Plan, Mr. Kite's options vest ratably over a four-year  period  beginning
January 1, 2005. Pursuant to Mr. Kite's employment agreement and continued after
its expiration,  National Coal Corporation  maintains key man life insurance for
Mr. Kite. Any proceeds of this policy would be distributed  50% to National Coal
Corporation and 50% to Mr. Kite's heirs.

         WILLIAM R.  SNODGRASS.  In October 2004, our  wholly-owned  subsidiary,
National Coal  Corporation,  entered into an amended  employment  agreement with
William R.  Snodgrass as  Operations  Manager of Mining  Operations.  We further
amended Mr.  Snodgrass's  employment  agreement  effective May 15, 2006 upon his
appointment as our Chief Operating Officer.  Under his employment agreement,  as
amended,  Mr.  Snodgrass  is entitled  to a salary of  $180,000  per year and an
annual  cash bonus in an amount to be  determined  in good faith by the Board of
National Coal Corporation.  Annual increases in Mr.  Snodgrass's base salary are
determined in good faith by the Board at the beginning of each fiscal


                                       13
<PAGE>


year. The initial term of Mr.  Snodgrass's  employment is two years,  which term
will be automatically  renewed for successive two-year terms unless the Board of
National Coal Corporation  provides Mr. Snodgrass  written notice of non-renewal
no later than 120 days prior to the  expiration  of the  then-current  term.  In
August 2005, Mr. Snodgrass  voluntarily  accepted a notice of non-renewal.  As a
result,  his employment  agreement expired in September 2006. We expect that Mr.
Snodgrass will remain employed  without a contract.  Mr.  Snodgrass' base salary
for 2005 and 2006 was  $120,000 and  $180,000,  respectively.  In June 2005,  we
granted 50,000 stock options to Mr.  Snodgrass at an exercise price of $5.86 per
share.  These  options  vest in four equal  installments  starting  annually  on
January 1, 2006.

POTENTIAL PAYMENTS UPON TERMINATION AND CHANGE IN CONTROL

         POTENTIAL SEVERANCE PAYMENTS

         As described above, our employment  agreements with Messrs.  Roling and
Love provide for severance benefits in the event that the executive's employment
is  terminated  under  certain  circumstances.  The  following  table sets forth
severance  payments  and  benefits  that we would have been  obligated to pay to
Messrs.  Roling and Love assuming a triggering  event had occurred under each of
their respective agreements as of December 31, 2006:

<TABLE>
<CAPTION>
                                                                     VALUE OF
                                                 CONTINUATION    ACCELERATION OF                      TOTAL
                   CASH SEVERANCE     BONUS      OF BENEFITS    VESTING OF EQUITY    OUTPLACEMENT   SEVERANCE
NAME               PAYMENT ($)(1)   VALUE ($)        ($)          AWARDS ($)(4)      SERVICES ($)  BENEFITS ($)
------------------ ---------------- ----------- --------------- ------------------- ------------- --------------
<S>                        <C>      <C>             <C>                         <C>    <C>              <C>
Daniel Roling              600,000  100,000(2)      51,150 (3)                  --     42,000(5)        793,150
------------------ ---------------- ----------- --------------- ------------------- ------------- --------------
T. Michael Love            275,000         --              --                   --           --         275,000
------------------ ---------------- ----------- --------------- ------------------- ------------- --------------
</TABLE>

(1)  Represents   twelve  months  of  cash  severance   payments  based  on  the
     executive's  salary payable in a lump sum or periodic  payments as provided
     in the executive's employment agreement.
(2)  Consists of prorated  annual cash bonus payment  calculated by  multiplying
     the target  amount (50% of base  salary) by a fraction,  the  numerator  of
     which is the number of calendar  months (full or partial)  during which Mr.
     Roling was employed by the Company in 2006 and the  denominator of which is
     12;
(3)  Represents the estimated cost of continuation of the following benefits for
     the severance period: (i) insurance coverage for medical, major medical and
     disability coverage; (ii) automobile allowance;  and (iii) reimbursement of
     fees for professional services of $10,000.
(4)  Represents the value of accelerated  "in the money" stock options using the
     closing  price of our  common  stock on  December  29,  2006 of  $6.00,  as
     reported by NASDAQ.  At December  31,  2006,  no stock  options held by the
     executives were "in the money."
(5)  Represents the estimated  costs to the Company of providing Mr. Roling with
     (i)  outplacement  services  for a period  of  twelve  months  with  agency
     selected by Mr. Roling, based upon the customary fees charged by nationally
     rated firms engaged in providing such  services,  and (ii) office space and
     secretarial  support for a period of twelve  months to assist Mr. Roling in
     searching for and obtaining a new position.


                                       14
<PAGE>


         POTENTIAL CHANGE IN CONTROL PAYMENTS

         As described above, our employment  agreements with Messrs.  Roling and
Love provide for accelerated vesting of all options held by such executives upon
a change in  control.  The  following  table  sets  forth the  change in control
benefits  that we  would  have  been  obligated  to pay to our  named  executive
officers assuming a change in control had occurred as of December 31, 2006:

------------------------------- --------------------------- -------------------
                                  VALUE OF ACCELERATION
                                   OF VESTING OF EQUITY          280G TAX
NAME                                  AWARDS ($)(1)            GROSS UP ($)
------------------------------- --------------------------- -------------------
Daniel Roling                                          --         200,000 (2)
------------------------------- --------------------------- -------------------
T. Michael Love                                        --                 --
------------------------------------------------------------------------------

(1)   Represents the value of accelerated "in the money" stock options using the
      closing  price of our  common  stock on  December  29,  2006 of $6.00,  as
      reported by NASDAQ.  At December  31, 2006,  no stock  options held by the
      executives were "in the money."

(2)   Mr.  Roling is  entitled  to receive up to  $200,000  of  additional  cash
      compensation  to reimburse  him for any excise taxes payable by Mr. Roling
      on payments, distributions or benefits that are subject to excise taxes as
      provided under Section 4999 of the Internal Revenue Code.

EQUITY COMPENSATION PLAN INFORMATION

         The following  table sets forth certain  information as of December 31,
2006 regarding  equity  compensation  plans (including  individual  compensation
arrangements) under which our equity securities are authorized for issuance:

<TABLE>
<CAPTION>
                                                                                                NUMBER OF SECURITIES
                                                                                               REMAINING AVAILABLE FOR
                                        NUMBER OF SECURITIES TO       WEIGHTED-AVERAGE      FUTURE ISSUANCE UNDER EQUITY
                                        BE ISSUED UPON EXERCISE      EXERCISE PRICE OF           COMPENSATION PLANS
                                        OF OUTSTANDING OPTIONS,     OUTSTANDING OPTIONS,        (EXCLUDING SECURITIES
                                          WARRANTS AND RIGHTS       WARRANTS AND RIGHTS       REFLECTED IN COLUMN (A))
PLAN CATEGORY                                     (a)                       (b)                          (c)
-----------------------------------    ------------------------    ---------------------    -----------------------------
<S>                                           <C>                         <C>                         <C>
Equity compensation plans approved            1,323,625                   $ 5.90                      479,625
by security holders (1)
Equity compensation plans not
approved by security holders                     --                         --                           --
TOTAL                                         1,323,625                   $ 5.90                      479,625
</TABLE>

------------------
(1)  Consists  of shares  underlying  our 2004 Stock  Option  Plan,  of which an
     aggregate of 2,750,000  shares  initially  were reserved for issuance.  All
     outstanding  awards  under the 2004  Stock  Option  Plan  consist  of stock
     options.


                                       15
<PAGE>


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

         The following  table  presents  information  regarding  the  beneficial
ownership of our common stock as of April 16, 2007 by:

         o        each of our directors and named executive  officers serving at
                  April 16, 2007;

         o        all of our directors and executive officers as a group; and

         o        each  shareholder  known by us to be the  beneficial  owner of
                  more than 5% of our common stock.

         Beneficial  ownership is determined in accordance with the rules of the
SEC  and  generally   includes  voting  or  investment  power  with  respect  to
securities.  Unless otherwise indicated below, to our knowledge, the persons and
entities  named in the table  have sole  voting and sole  investment  power with
respect to all shares  beneficially  owned,  subject to community  property laws
where  applicable.  Shares of our  common  stock  subject  to  options  that are
currently exercisable or exercisable within 60 days of April 16, 2007 are deemed
to be outstanding and to be beneficially owned by the person holding the options
for the purpose of computing the percentage ownership of that person but are not
treated as outstanding for the purpose of computing the percentage  ownership of
any other person.

         The information  presented in this table is based on 19,540,745  shares
of our common stock outstanding on April 16, 2007.  Unless otherwise  indicated,
the  address of each of the  executive  officers  and  directors  and 5% or more
shareholders  named below is c/o National Coal Corp., 8915 George Williams Road,
Knoxville, Tennessee 37923.

                                                                  PERCENTAGE OF
                                            NUMBER OF SHARES          SHARES
NAME OF BENEFICIAL OWNER                   BENEFICIALLY OWNED      OUTSTANDING
---------------------------------------    ------------------     -------------

DIRECTORS AND NAMED EXECUTIVE OFFICERS:
  Daniel A. Roling (1_.................               700,000            3.6%
  T. Michael Love (2)..................                50,000             *
  Charles Kite (3).....................               215,750            1.1%
  William R. Snodgrass (4).............                62,500             *
  Kenneth Hodak (5)....................                 1,750             *
  Jon Nix (6)..........................             6,126,138           31.4%
  Scott Filstrup (7)...................                62,500             *
  Robert Heinlein (7)..................                62,500             *
  Kenneth Scott (7)....................                62,500             *
  Gerald J. Malys......................                     -             *

DIRECTORS AND EXECUTIVE OFFICERS
   AS A GROUP (10 PERSONS) (8).........             7,343,638           36.3%

5% SHAREHOLDERS:
  The J-K Navigator Fund L.P. (9)......             1,940,400            9.9%
  Crestview Capital Master LLC (10)....             3,746,412           18.6%
  Stewart & Jennifer Flink (11)........             3,786,498           18.7%
  Jenco Capital Corporation (12).......             2,161,133           11.1%
  Nancy Hoyt Revocable Trust (13)......             3,918,220           19.3%

---------------
*     Less than 1%.


                                       16
<PAGE>


(1)   Consists of (i) 300,000 shares of common stock, and (ii) 400,000 shares of
      common stock that Mr.  Roling has the right to acquire  pursuant to a call
      option acquired from Jon Nix.
(2)   Consists of 50,000  shares of common  stock  reserved  for  issuance  upon
      exercise of stock options which  currently are  exercisable or will become
      exercisable within 60 days of April 16. 2007.
(3)   Consists of (i) 122,000 shares of common stock,  and (ii) 93,750 shares of
      common stock  reserved for issuance  upon  exercise of stock options which
      currently are  exercisable  or will become  exercisable  within 60 days of
      April 16, 2007.
(4)   Consists of (i) 12,500 shares of common  stock,  and (ii) 50,000 shares of
      common stock  reserved for issuance  upon  exercise of stock options which
      currently are  exercisable  or will become  exercisable  within 60 days of
      April 16, 2007.
(5)   Consists of 1,750 shares of common stock.
(6)   Consists of (i) 3,687,500 shares of common stock, (ii) 2,161,138 shares of
      common  stock  held by Jenco  Capital  Corporation  over which Mr. Nix has
      voting  and  investment  power,  (iii)  275,000  shares  of  common  stock
      beneficially  owned by Mr. Nix's spouse,  Jeanne Bowen Nix, and (iv) 2,500
      shares of common stock beneficially owned by Mr. Nix's dependents.
(7)   Consists of (i) 25,000 shares of common  stock,  and (ii) 37,500 shares of
      common stock  reserved for issuance  upon  exercise of stock options which
      currently are  exercisable  or will become  exercisable  within 60 days of
      April 16, 2007.
(8)   Consists of (i) 6,645,388  shares of common stock, and (ii) 398,250 shares
      of common stock reserved for issuance upon exercise of stock options which
      currently are  exercisable  or will become  exercisable  within 60 days of
      April 16, 2007.
(9)   Consists of 1,940,400 shares of common stock.
(10)  Consists of (i) 3,112,312  shares of common stock, and (ii) 634,100 shares
      of common stock that may be acquired from the registrant  upon exercise of
      outstanding warrants and conversion of outstanding  convertible  preferred
      equity securities.
(11)  Consists  of (i) 18,506  shares of common  stock,  (ii)  21,580  shares of
      common stock that may be acquired  from the  registrant  upon  exercise of
      warrants and conversion of convertible  preferred equity  securities;  and
      (iii)  3,746,412  shares of common stock  beneficially  owned by Crestview
      Capital Master, LLC, Dillon Capital,  and Crestview Capital Partners,  LLC
      over which Stewart Flink has voting and investment power.
(12)  Mr. Nix exercises voting and investment  authority over the shares held by
      this shareholder.
(13)  Consists of (i) 66,808  shares of common  stock,  (ii)  105,000  shares of
      common stock that may be acquired  from the  registrant  upon  exercise of
      warrants and conversion of convertible  preferred equity  securities,  and
      (iii)  3,746,412  shares of common stock  beneficially  owned by Crestview
      Capital master,  LLC, Dillon Capital and Crestview Capital  Partners,  LLC
      over which Robert Hoyt,  Nancy Hoyt's  husband,  has voting and investment
      power.  Nancy Hoyt  exercises  voting and  investment  authority  over the
      shares held by the Nancy Hoyt Revocable Trust.


                                       17
<PAGE>


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

REVIEW AND APPROVAL OF RELATED PERSON TRANSACTIONS

         We have adopted a Code of Ethical Conduct that applies to all employees
and directors of the company.  This Code of Ethical Conduct requires that all of
our  employees  and directors  avoid  engaging in  activities  that give rise to
conflicts of interest,  including engaging in any transactions with the company,
without first obtaining a waiver.  Executive officers and directors are required
to obtain such a waiver from our Board of Directors or an appropriate  committee
of our Board.  There were no instances during 2006 in which an executive officer
or director  engaged in a related  party  transaction  with the company  without
first obtaining a waiver under as required under our Code of Ethical Conduct.

REPORTABLE RELATED PERSON TRANSACTIONS

         Other than the  employment  arrangements  described  elsewhere  in this
report and the transactions  described  below,  since January 1, 2006, there has
not been, nor is there currently proposed,  any transaction or series of similar
transactions to which we were or will be a party:

         o        in which the amount involved exceeds $120,000; and

         o        in which any  director,  executive  officer,  shareholder  who
                  beneficially owns 5% or more of our common stock or any member
                  of  their  immediate  family  had or  will  have a  direct  or
                  indirect material interest.

         On June 5, 2006, we sold 100,000 shares to Daniel Roling, our President
and CEO, for a total price of $888,000.

         On March 2, 2007, we sold 200,000  shares of our common stock to Daniel
Roling, our President and Chief Executive Officer, for a purchase price of $4.65
per share. The sale to Mr. Roling was made pursuant to a subscription agreement,
dated February 28, 2007, and was part of a larger  offering of 3,000,000  shares
our common stock in which two  institutional  investors  acquired the  remaining
shares. In connection with the offering,  we entered into a registration  rights
agreement  with Mr. Roling and the other  purchasers,  dated  February 28, 2007,
pursuant  to which we  agreed  to  register  with the  Securities  and  Exchange
Commission the resale by the purchasers of the shares purchased in the offering.

INDEPENDENCE OF THE BOARD OF DIRECTORS

         Since  April 2005,  the  majority  of our Board has been  comprised  of
"independent" directors within the meaning of the applicable rules for companies
traded on NASDAQ. During 2006, the Board determined that each of Scott Filstrup,
Robert Heinlein, Gerald Malys and Kenneth Scott were independent.


                                       18
<PAGE>


ITEM 14.      PRINCIPAL ACCOUNTANT FEES AND SERVICES

         On August 25, 2006, Gordon,  Hughes & Banks resigned as our independent
registered public accounting firm. The report of Gordon,  Hughes, & Banks on our
financial statements for the fiscal year ended December 31, 2005 did not contain
an  adverse  opinion  or  disclaimer  of  opinion  and  was not  modified  as to
uncertainty,  audit scope,  or accounting  principles.  In  connection  with its
audits for the fiscal year ended  December 31, 2005, and the interim period from
January 1, 2006  through  August 24,  2006,  there  were no  disagreements  with
Gordon,  Hughes & Banks on any matter of  accounting  principles  or  practices,
financial  statement   disclosure,   or  auditing  scope  or  procedure,   which
disagreements,  if not resolved to the  satisfaction of Gordon,  Hughes, & Banks
would  have  caused  them to make  reference  thereto  in  their  report  on the
financial  statements  for such year.  In addition,  no  reportable  events,  as
defined in Item  304(a)(1)(v) of Regulation S-K, occurred during our fiscal year
ended December 31, 2005,  and the  subsequent  interim period through August 24,
2006.  We  requested  that  Gordon,  Hughes,  & Banks  furnish  us with a letter
addressed to the Securities and Exchange  Commission  ("SEC") stating whether or
not it agreed with the above statements. A copy of such letter, dated August 30,
2006, is filed as Exhibit 16.1 to our Current  Report on Form 8-K filed with the
SEC on August 31, 2006.

         On August 25,  2006,  we engaged  Ernst & Young LLP as our  independent
registered  public accounting firm for the fiscal year ending December 31, 2006,
and to perform  procedures related to the financial  statements  included in our
quarterly reports on Form 10-Q, beginning with, and including, the quarter ended
September  30, 2006.  Our Audit  Committee  approved the  engagement  of Ernst &
Young.  We did not consult with Ernst & Young during our two most recent  fiscal
years or during  any  subsequent  interim  period  prior to its  appointment  as
auditor  regarding  either (i) the  application  of  accounting  principle  to a
specified  transaction,  either  completed  or  proposed;  or the  type of audit
opinion that might be rendered on our  consolidated  financial  statements,  and
neither  oral advice nor a written  report was provided to us that Ernst & Young
concluded was an important factor  considered by us in reaching a decision as to
the accounting,  auditing or financial  reporting issue; or (ii) any matter that
was either the  subject of  disagreement  (as defined in Item  304(a)(1)(iv)  of
Regulation S-K and the related  instructions)  or a reportable event (within the
meaning of Item 304(a)(1)(v) of Regulation S-K).

         All  audit  work  for the  fiscal  year  ended  December  21,  2006 was
performed by the full time employees of Ernst & Young LLP. Generally,  the Audit
Committee  approves in advance  audit and  non-audit  services to be provided by
Ernst & Young  LLP.  In other  cases,  in  accordance  with Rule  2-01(c)(7)  of
Securities  and Exchange  Commission  Regulation  S-X, the Audit  Committee  has
delegated  pre-approval  authority  to the Chairman of the Audit  Committee  for
matters which arise or otherwise  require approval between  regularly  scheduled
meetings  of the  Audit  Committee,  provided  that the  Chairman  reports  such
approvals to the Audit Committee at the next regularly  scheduled meeting of the
Audit  Committee.  The Audit  Committee has considered  whether the provision of
non-audit  services is compatible with  maintaining  the principal  accountant's
independence, and has approved such services.

         AUDIT  FEES.  Ernst & Young  billed us an  aggregate  of  approximately
$319,830  (including  out-of-pocket  expenses  of  $27,705)  in fees  for  audit
services  associated with the audit of our annual  financial  statements for the
fiscal year ended  December 31, 2006 and the review of the financial  statements
included in our Form 10-Q for the third quarter of fiscal 2006.

         Gordon,  Hughes, & Banks billed us an aggregate of $133,368  (including
out-of-pocket  expenses of $10,293) in fees for audit services  associated  with
the audit of our annual financial  statements for the fiscal year ended December
31, 2005 and the reviews of the financial  statements  included in our Form 10-Q
for the first and second quarters of fiscal 2006.


                                       19
<PAGE>


         AUDIT-RELATED  FEES.  Ernst & Young  billed us an aggregate of $148,705
(including  out-of-pocket expenses of $3,919) in fees for audit-related services
for the year ended  December  31,  2006.  Gordon,  Hughes,  & Banks billed us an
aggregate  of $41,767 and  $13,600 in fees for  audit-related  services  for the
years ended  December 31, 2006 and 2005,  respectively.  Audit-related  services
principally  include due diligence in connection  with  acquisitions,  financing
transactions, and accounting consultations.

         TAX FEES.  Fees were incurred  with Gordon,  Hughes,  & Banks  totaling
$7,000 during the years ended December 31, 2005 for tax services,  including for
tax compliance, tax advice and tax planning. We incurred no such fees with Ernst
& Young, LLP.

         ALL OTHER  FEES.  No other fees were  incurred  during the years  ended
December  31,  2006 and  2005 for  services  provided  by Ernst & Young  LLP and
Gordon, Hughes & Banks, LLP except as described above.


                                       20
<PAGE>


                                     PART IV

ITEM 15.      EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(3)  Exhibits.

  EXHIBIT
   NUMBER                                 EXHIBIT TITLE
-------------    ---------------------------------------------------------------

    31.1         Certification  of  Principal   Executive  Officer  pursuant  to
                 Securities  Exchange  Act  Rules  13a-14(a)  and  15d-14(a)  as
                 adopted  pursuant to section 302 of the  Sarbanes-Oxley  Act of
                 2002.
    31.2         Certification  of  Principal   Financial  Officer  pursuant  to
                 Securities  Exchange  Act  Rules  13a-14(a)  and  15d-14(a)  as
                 adopted  pursuant to section 302 of the  Sarbanes-Oxley  Act of
                 2002.


                                       21
<PAGE>


                                   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.

                                       NATIONAL COAL CORP.

Date: April 23, 2007                         /S/ T. MICHAEL LOVE
                                       -----------------------------------------
                                       By:   T. Michael Love
                                       Its:  Chief Financial Officer
                                             (Principal Financial and Accounting
                                             Officer)

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities and on the dates indicated.

           NAME                               TITLE                    DATE
           ----                               -----                    ----

  /S/ DANIEL A. ROLING             Chief Executive Officer,       April 23, 2007
-------------------------------      President, and Director
    Daniel A. Roling                 (Principal Executive
                                     Officer)

   /S/ T. MICHAEL LOVE             Chief Financial Officer        April 23, 2007
-------------------------------      and Director (Principal
     T. Michael Love                 Financial and Accounting
                                     Officer)

            *                      Chairman of the Board          April 23, 2007
-------------------------------
         Jon Nix

            *                      Director                       April 23, 2007
-------------------------------
     Scott Filstrup

            *                      Director                       April 23, 2007
-------------------------------
     Robert Heinlein

            *                      Director                       April 23, 2007
-------------------------------
      Gerald Malys

            *                      Director                       April 23, 2007
-------------------------------
        Ken Scott

* By:     /S/ T. MICHAEL LOVE
       ------------------------
       T. Michael Love
       As Attorney-In-Fact


                                       S-1
<PAGE>


                               INDEX TO EXHIBITS


  EXHIBIT
   NUMBER                                 EXHIBIT TITLE
-------------    ---------------------------------------------------------------

    31.1         Certification  of  Principal   Executive  Officer  pursuant  to
                 Securities  Exchange  Act  Rules  13a-14(a)  and  15d-14(a)  as
                 adopted  pursuant to section 302 of the  Sarbanes-Oxley  Act of
                 2002.
    31.2         Certification  of  Principal   Financial  Officer  pursuant  to
                 Securities  Exchange  Act  Rules  13a-14(a)  and  15d-14(a)  as
                 adopted  pursuant to section 302 of the  Sarbanes-Oxley  Act of
                 2002.


                                      EX-1