UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB/A
                                 AMENDMENT NO. 2

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

                For the quarterly period ended September 30, 2004

[_]      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 Small Business Issuer 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)

                                 (865) 690-6900
                (Issuer's Telephone Number, Including Area Code)

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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 [_]

         As of  November  4, 2004,  the issuer had  52,706,515  shares of common
stock, par value $.0001 per share, issued and outstanding.

         Transitional Small Business Disclosure Format (check one):

                              Yes [_]      No  [X]


<PAGE>


                                EXPLANATORY NOTE

We are filing this  Quarterly  Report on Form  10-QSB/A  for the  quarter  ended
September  30, 2004 (the  "Amended  Quarterly  Report"),  to amend our Quarterly
Report on Form 10-QSB for the quarter ended  September  30, 2004 (the  "Original
Quarterly Report"),  which was originally filed with the Securities and Exchange
Commission  (the  "SEC") on November  18, 2004 and amended by our Form  10-QSB/A
filed December 10, 2004. The Company is filing this Amended  Quarterly Report in
response  to comments  received  from the SEC.  This  Amended  Quarterly  Report
revises Item 3 "Controls and  Procedures"  to clarify  management's  conclusions
regarding  its  evaluation of our  disclosure  controls and  procedures.  Unless
otherwise  stated,  all  information  contained  in this Form  10-QSB/A is as of
November 18, 2004.

                                     PART I

ITEM 3.  CONTROLS AND PROCEDURES.

         Members of the  company's  management,  including  our Chief  Executive
Officer and President, Jon Nix, and Chief Financial Officer, Robert Chmiel, have
evaluated  the  effectiveness  of our  disclosure  controls and  procedures,  as
defined by paragraph (e) of Exchange Act Rules 13a-15 or 15d-15, as of September
30,  2004,  the end of the  period  covered  by this  report.  Based  upon  that
evaluation,  Messrs.  Nix and Chmiel concluded that our disclosure  controls and
procedures are effective.

         There were no changes in our internal control over financial  reporting
or in other factors  identified in connection  with the  evaluation  required by
paragraph  (d) of Exchange Act Rules 13a-15 or 15d-15 that  occurred  during our
third quarter ended  September 30, 2004 that have  materially  affected,  or are
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.


                                       2
<PAGE>


                                   SIGNATURES


         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                       NATIONAL COAL CORP.


Date: December 15, 2004                 /s/ Robert Chmiel
                                       -----------------------------------------
                                       By:    Robert Chmiel
                                       Its:   Chief Financial Officer
                                              (Principal Financial and
                                              Accounting Officer)


                                       3