UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC  20549
 ___________________________
  FORM 10-K/A
  (Amendment No. 1)
  [X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
 OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009
 
 [  ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
 OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from _______ to _______
 
 Commission File No. 000-29735
  APPLIED NATURAL GAS FUELS, INC.
 (Exact Name of registrant as specified in its charter)
 
 Nevada

88-0350286(State or Other Jurisdiction of Incorporation
or Organization)

(I.R.S. Employer Identification No.)5310 Harvest Hill Road, Suite 229, Dallas, Texas

75230(Address of principal executive offices)

(Zip Code)214-613-0220(Registrant’s Telephone Number, Including Area Code)
 
 Securities registered pursuant to Section 12(b) of the Act:
 
 Title of Each Class

Name of Exchange on which RegisteredCommon Stock, $.001 Par Value

NONE
 
 Securities registered pursuant to Section 12(g) of the Act:
 
 Common Stock, $.001 Par Value per Share
 
 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 Section 15(d) of the Exchange 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 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 the registrant’s knowledge, in the definitive proxy or information statement incorporated by reference in Part III of this Form 10-K or amendment to Form 10-K.    [X]
 
 Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files).
 Yes [  ]     No [  ]
 
 Indicate by check mark whether the registrant is a large accelerated filer, and accelerated filer, a non-accelerated filer, or a small reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):
 
 Large Accelerated Filer  [  ]
Accelerated Filer  [  ]
Non- accelerated Filer  [  ]
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 [  ]     No [X]
 
 Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
 Yes[X]     No [  ]
 
 The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity of the registrant as of the last business day of the second fiscal quarter was: $3,933,670
 
 As of April 12, 2010, there were 20,000,000 shares of common stock outstanding.
 
 Documents Incorporated by Reference:  None
  
  Explanatory Note
 
 This Amendment No. 1 (this “Amendment”) to the Annual Report on Form 10-K of Applied Natural Gas Fuels, Inc. (the “Company,” “we” or “us”) for the fiscal year ended December 31, 2009 is being filed for the sole purpose of correcting a typographical error made with respect to our description
in “Item 11. Executive Compensation” of Amendment No. 1 to the Employment Agreement of Cem Hacioglu, our Chief Executive Officer. The Annual Report on Form 10-K, as filed, incorrectly indicated that the exercise price for Mr. Hacioglu’s option to purchase our common stock was $.058 per share. The correct exercise price is $0.58 per share, as indicated below.
 
 This Amendment is not intended to revise any other information presented in our Annual Report on Form 10-K for the year ended December 31, 2009 as originally filed and all such other information in the original filing, which remains unchanged, has not been updated to reflect events occurring subsequent to the original filing date. This
Amendment speaks as of the date of our original Annual Report on Form 10-K for the year ended December 31, 2009, except for certain certifications, which speak as of their respective dates and the filing date of this Amendment. This Amendment should be read in conjunction with our filings made with the Securities and Exchange Commission subsequent to the filing of the original Annual Report on Form 10-K for the year ended December 31, 2009, including any amendments to those filings.
 
 Item 11.
Executive Compensation.
  The following table sets forth all compensation we awarded or paid to all individuals serving as our chief executive officer and those individuals who received compensation in excess of $100,000 per year for the fiscal year ended December 31, 2009 and 2008, respectively (collectively, the “Named Executives”).
 
 SUMMARY COMPENSATION TABLE
 
 Name and Principal Position
Year

Salary
($)


Bonus


Stock Awards
($)(1)


Option Awards
($)(1)


Total
($)Cem Hacioglu(2)
2009

$
262,900



--



--



0


$
262,900Kevin Markey(3)
2009

$
186,500



--



--



--


$
186,5002008

$
183,000



--



--



--


$
--
 ____________
 (1)
Represents the grant date fair value of the award, calculated in accordance with Financial Accounting Standards Board Accounting Standard Codification Topic 718. All option awards granted prior to December 31, 2009 were cancelled effective March 24, 2010 in connection with our emergence from bankruptcy.
 (2)
Mr. Hacioglu was appointed Chief Executive Officer of the Company on February 16, 2009.
 (3)
Mr. Markey served as Interim Chief Executive Officer of the Company until February 16, 2009, and since that time has served as Vice President of Sales.
 
 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
 
 Option AwardsName

Number of Securities
Underlying
Unexercised
Options (#)
Exercisable


Number of Securities
Underlying
Unexercised
Options (#)
Un-exercisable


Option
Exercise
Price ($)

Option
Expiration
DateCem Hacioglu


218,750



781,250


$
10.00

02/16/2019
 
  
 Narrative Disclosure to Summary Compensation and Outstanding Equity Awards Tables
  Employment Agreements:
 
 The Company has employment agreements with its key officers, Cem Hacioglu, Kevin W. Markey and Richard Rychlik. In addition, the Company also had a consulting agreement with its Director, W. Phillip Marcum, which was terminated effective July 1, 2009.
 
 On February 1, 2009, we entered into an employment agreement with Cem Hacioglu to serve as our Chief Executive Officer effective February 16, 2009. The agreement is for a term of three years. Under the agreement, Mr. Hacioglu is entitled to an annual base salary of $270,000 with annual increases equal to the greater of (i) 10%, or (ii)
the percentage increase in the cost of living for the Dallas Metro area over the prior year (but in no event less than the prior year's percentage increase). Mr. Hacioglu is entitled under the agreement to annual bonuses and incentive compensation awards if certain benchmarks are met. Mr. Hacioglu was granted an option to acquire 1,000,000 shares of our common stock, subject to certain adjustments in number and exercise price, based upon certain capital and other restructuring transactions that may occur in the
future (the “Adjustments”).
 
 Effective March 24, 2010, in connection with the Amended Plan, we entered into Amendment No. 1 to the Employment Agreement of Mr. Hacioglu (the “Amendment”). Under the Amendment,  Mr. Hacioglu’s cash and option bonuses were re-set to 10% and 14%, respectively, in 2010, and 5% and 7%, respectively, in 2011, if
EBITDA targets to be established by the Board of Directors are exceeded for years 2010 and 2011. Mr. Hacioglu is also to receive an option bonus for 2009 of 200% of the amount of options awarded to each director, if any, for service during 2009. In addition, the Amendment ratified and confirmed the continued effectiveness of the grant and the Adjustment feature associated with Mr. Hacioglu's employment-based options. As adjusted by virtue of the Amended Plan, Mr. Hacioglu’s original option was surrendered.
The Company issued new replacement options to purchase 1,997,342 shares of our common stock at an exercise price of $0.58 per share (an implied value of 120% of the per share equity value of our shares under the Amended Plan). Other than as covered by the Amendment, the terms of Mr. Hacioglu's original employment agreement with the Company dated February 1, 2009, remain in full force and effect.
 
 All stock options awarded under Mr. Hacioglu’s option agreement are subject to standard and customary adjustments under certain conditions, and a term of 10 years, and shall vest ratably over twelve quarters subsequent to each award. All options shall vest immediately in the event of a change in control, or upon Mr. Hacioglu’s
termination without cause.
 
 Upon termination of Mr. Hacioglu without cause, or in the event of Mr. Hacioglu’s death, disability, or if Mr. Hacioglu elects to terminate the contract for “good reason” as defined in the agreement, then the Company shall be obligated to pay the remainder of the base pay through the term of the contract, plus any bonuses
that would have been earned. If Mr. Hacioglu is terminated with cause, or elects to leave the Company in the absence of “good reason,” the Company is only obligated to pay Mr. Hacioglu’s base pay through the termination date and vested stock options.
 
 On May 21, 2008, we entered into an employment agreement with Kevin W. Markey to serve as our Chief Executive Officer for a period of 10 days, with automatic extensions every 10 days unless terminated in accordance with the agreement. The agreement also provides for a salary of $50 per day, and is subject to immediate cancellation by either
party upon notice.
 
 On June 24, 2008, Mr. Markey entered into an employment agreement with New Earth LNG, LLC, our wholly-owned subsidiary, and all of its subsidiaries, which collectively includes all of the entities involved in the LNG Business (the “LNG Business entities”). This Agreement provides that Mr. Markey shall serve as the President,
Chief Operating Officer and Vice President of Operations of the LNG Business entities for a term of one year at a base salary of $200,000, and subject to cancellation by either party upon five days written notice. Subsequently, Mr. Markey also assumed the roles of Chief Financial Officer and Principal Accounting Officer of the LNG Business entities, as well as for the Company.The Agreement also provides for bonuses and warrants to be paid upon satisfaction
of certain conditions, none of which have been met. Mr. Markey’s title of President was dropped on February 16, 2009, effective with the various appointments of Mr. Hacioglu.
  
  On August 21, 2009, we entered into a new employment agreement with Mr. Markey to serve as our Vice President-Sales, for an indefinite period. The Agreement supersedes previous arrangements and provides for an annual salary of $125,000 and a bonus of 5% of “gross profit,” as defined in the employment agreement, on certain “new
business” as specified therein.
 
 DIRECTOR COMPENSATION
 
 Name(1)

Fees Earned or Paid in Cash During 2009
($)(2)


Stock
Awards
($)


Option
Awards
($)


All
Other
Compensation
($)


Total
($)W. Phillip Marcum(3)


10,000



--



--



--



10,000Matthew Pliskin


--



--



--



--



--John F. Levy


15,000



--



--



--



15,000Corey B. Davis


15,000



--



--



--



15,000Kevin P. Collins


15,000



--



--



--



15,000
 
 (1)
Mr. Hacioglu has been omitted from this table as he is a management member of the Board of Directors and is not separately compensated for his service on the Board of Directors.
 (2)           We anticipate that the directors will receive cash compensation for their services in 2010.
 (3)
Mr. Marcum also received, unrelated to his service on the Board of Directors, a consulting fee of $3,750 per month, as well as reimbursement of certain office expenses. Mr. Marcum’s consulting arrangements were terminated effective July 1, 2009.
 
 EQUITY COMPENSATION PLAN INFORMATION
 
 The following table sets forth securities outstanding under existing equity compensation plans as of December 31, 2009. In accordance with our plan of reorganization, all of our equity compensation plans existing prior to our reorganization were terminated upon the completion of our reorganization on March 24, 2010.
 
 Plan Category

Number of common shares 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 common shares remaining available for future issuance under equity compensation plans (excluding shares reflected in column (a))
(c)Equity compensation plans approved by security holders:


--



--



--Equity compensation plans not approved by security holders:Options issued to directors, officers and employees


--



--



--Total


--



--



--
 
  
  PART IV
  Item 15.Exhibits and Financial Statement Schedules.
 
 The following documents are filed as a part of this report:
 
 Exhibit No.

Document Description31.1

Certification by Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2

Certification by Principal Financial and Accounting Officer pursuant to Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1

Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2

Certification by Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
  
  SIGNATURES
 
 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 APPLIED NATURAL GAS FUELS, INC.Date: April 23, 2010
By:
/s/ Cem HaciogluCem HaciogluPresident, Chief Executive Officer, & Director
 
 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.
 
 Signature

Title

Date/s/ Cem Hacioglu


President, Chief Executive

April 23, 2010Cem Hacioglu


Officer, & Director*


Principal Accounting Officer

April 23, 2010Richard Rychlik*


Director

April 23, 2010W. Phillip Marcum*


Director

April 23, 2010Matthew Pliskin*


Director

April 23, 2010John F. Levy*


Director

April 23, 2010Corey B. Davis*


Director

April 23, 2010Kevin P. Collins*


Director

April 23, 2010Tom Quimby
 
 * By:
/s/ Cem HaciogluCem HaciogluAttorney-in-fact