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 March 31, 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 April 30, 2004, the issuer had 43,873,549 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 March
31, 2004 (the "Amended Quarterly Report"), to amend our Quarterly Report on Form
10-QSB for the quarter ended March 31, 2004 (the "Original  Quarterly  Report"),
which was  originally  filed with the Securities  and Exchange  Commission  (the
"SEC") on May 14, 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 May 14, 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 March 31,
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
quarter ended March 31, 2004 that have  materially  affected,  or are reasonably
likely to materially affect, our internal control over financial reporting.


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<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)


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