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| CIK | 1448695 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Sylios Corp
SEC Filings (Chronological Order)
本頁面提供了一個完整的、按時間順序排列的美國證券交易委員會（SEC）申報文件列表，不包括我們在其他地方提供的所有權申報。
| October 19, 2021 | ||
| March 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2019 Commission File Number: 000-56091 SYLIOS CORP (Exact name of registrant as specified in its charter) Florida 26-2317506 (State or other jurisdiction of incorporation or organization) (I.R.S |
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| March 17, 2021 |
EX-10.98 2 ex10-98.htm Exhibit 10.98 CONSULTING AGREEMENT This Consulting Agreement (the “Agreement”) is made and entered into as of this 12th day of February 2021, by and between Deep Green Waste & Recycling, Inc. a Wyoming corporation whose address is 13110 NE 177th Place, #293, Woodinville, WA 98072 (the “Company”) and Sylios Corp (the “Consultant”), a Florida corporation whose address is 501 1 |
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| June 24, 2020 |
UNGSD / Sylios Corp. / DARLING CAPITAL, LLC. - AMENDMENT TO SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. 1)* Sylios Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 871324307 (CUSIP Number) June 24, 2020 (Date of Event Which Requir |
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| May 15, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For the period ended December 31, 2019. [ ] Transition Report on Form 10-K. [ ] Transition Report on Form 20-F. [ ] Transition Report on Form 11-K. [ ] Transition Report on Form 10-Q. For |
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| May 15, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 14, 2020 Date of Report (Date of Earliest Event) SYLIOS CORP (Exact name of registrant as specified in its charter) FLORIDA (State or other jurisdiction of incorporation) 000-56091 (Commission File No.) 501 1st Ave N., Suite 901 |
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| March 30, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 30, 2020 Date of Report (Date of Earliest Event) SYLIOS CORP (Exact name of registrant as specified in its charter) FLORIDA (State or other jurisdiction of incorporation) 000-56091 (Commission File No.) 501 1st Ave N., Suite 90 |
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| March 17, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 17, 2020 (March 12, 2020) Date of Report (Date of Earliest Event) SYLIOS CORP (Exact name of registrant as specified in its charter) FLORIDA (State or other jurisdiction of incorporation) 000-56091 (Commission File No.) 501 1st |
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| March 17, 2020 |
Assignment Agreement between Sylios Corp and Armada Investment Fund, LLC dated as of March 6, 2020 Exhibit 10.1 ASSIGNMENT AGREEMENT This Assignment Agreement (the “Agreement”), dated as of March 6, 2020, is being entered into among Sylios Corp (the “Assignor”) and Armada Investment Fund, LLC (the “Assignee”). WHEREAS, pursuant to a Securities Purchase Agreement dated January 13, 2020 (the “SPA”) between the Assignor as Purchaser and Deep Green Waste and Recycling, Inc. a Wyoming corporation, a |
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| January 17, 2020 |
Exhibit 10.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| January 17, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 17, 2020 Date of Report (Date of Earliest Event) SYLIOS CORP (Exact name of registrant as specified in its charter) FLORIDA (State or other jurisdiction of incorporation) 000-56091 (Commission File No.) 501 1st Ave N., Suite |
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| January 17, 2020 |
Exhibit 10.1 CONSULTING AGREEMENT This Consulting Agreement (the “Agreement”) is made and entered into as of this 16th day of December 2019, by and between Deep Green Waste & Recycling, Inc. a Wyoming corporation whose address is 13110 NE 177th Place, #293, Woodinville, WA 98072 (the “Company”) and Sylios Corp (the “Consultant”), a Florida corporation whose address is 501 1st Ave N., Suite 900, St |
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| January 17, 2020 |
EX-10.3 4 ex10-3.htm Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT |
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| January 17, 2020 |
EX-10.2 3 ex10-2.htm Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 13, 2020 between Deep Green Waste & Recycling, Inc., a Wyoming corporation and its predecessors (the “Company”), and the purchaser identified on the signature page hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, t |
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| January 17, 2020 |
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 13, 2020, by and among Deep Green Waste & Recycling, Inc. |
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| January 16, 2020 |
EX-10.6 7 ex10-6.htm Exhibit 10.6 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT T |
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| January 16, 2020 |
EX-10.1 2 ex10-1.htm Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 10, 2020 between Sylios Corp, a Florida corporation and its predecessors (the “Company”), and the purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”). WHER |
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| January 16, 2020 |
EX-10.3 4 ex10-3.htm Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT T |
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| January 16, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 15, 2020 Date of Report (Date of Earliest Event) SYLIOS CORP (Exact name of registrant as specified in its charter) FLORIDA (State or other jurisdiction of incorporation) 000-56091 (Commission File No.) 501 1st Ave N., Suite |
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| January 16, 2020 |
Convertible Promissory Note between Sylios Corp and Fourth Man, LLC dated January 10, 2020 Exhibit 10.5 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS |
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| January 16, 2020 |
EX-10.2 3 ex10-2.htm Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT |
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| January 16, 2020 |
Securities Purchase Agreement between Sylios Corp and Fourth Man, LLC dated January 10, 2020 Exhibit 10.4 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 10, 2020 between Sylios Corp, a Florida corporation and its predecessors (the “Company”), and the purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the t |
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| December 17, 2019 |
Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS |
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| December 17, 2019 |
Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| December 17, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 17, 2019 Date of Report (Date of Earliest Event) SYLIOS CORP (Exact name of registrant as specified in its charter) FLORIDA (State or other jurisdiction of incorporation) 000-56091 (Commission File No.) 501 1st Ave N., Suite |
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| December 17, 2019 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 13, 2019 between Sylios Corp, a Florida corporation and its predecessors (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the |
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| November 20, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 [X] Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act Of 1934 For the quarterly period ended September 30, 2019 [ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange Act Of 1934 For the transition period from to Commission File Number: 333-154799 SY |
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| November 19, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act Of 1934 For the quarterly period ended September 30, 2019 [ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange Act Of 1934 For the transition period from to Commission File Number: 333-154799 SYLIOS CORP (Exact n |
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| November 19, 2019 |
EX-10.72 2 ex10-72.htm CONSULTING AGREEMENT This Consulting Agreement (the “Agreement”) is made and entered into as of this 22nd day of August 2019, by and between Global Technologies, Ltd (hereinafter the “Company”), a Delaware corporation whose address is 501 1st Ave N., Suite 901, St. Petersburg, FL 33701 and Sylios Corp (hereinafter the “Consultant”), a Florida corporation whose address is 501 |
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| November 14, 2019 |
UNGSD / Sylios Corp. NT 10-Q - - UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For the period ended September 30, 2019. [ ] Transition Report on Form 10-K. [ ] Transition Report on Form 20-F. [ ] Transition Report on Form 11-K. [ ] Transition Report on Form 10-Q. For |
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| November 4, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 4, 2019 Date of Report (Date of Earliest Event) SYLIOS CORP (Exact name of registrant as specified in its charter) FLORIDA (State or other jurisdiction of incorporation) 000-56091 (Commission File No.) 501 1st Ave N., Suite |
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| November 4, 2019 |
EX-10.1 2 ex10-1.htm SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October 30, 2019 between Sylios Corp, a Florida corporation and its predecessors (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject |
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| November 4, 2019 |
EX-10.3 4 ex10-3.htm NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIV |
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| November 4, 2019 |
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATE |
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| November 1, 2019 | ||
| November 1, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 1, 2019 Date of Report (Date of Earliest Event) SYLIOS CORP (Exact name of registrant as specified in its charter) FLORIDA (State or other jurisdiction of incorporation) 333-154799 (Commission File No.) 501 1st Ave N., Suite |
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| October 30, 2019 |
INVENTORY PURCHASE AGREEMENT THIS INVENTORY PURCHASE AGREEMENT is made and entered into as of the 21st day of September 2019 (this “Agreement”) by and among Sylios Corp, a Florida Corporation (“Buyer”) and Wanshan Engineering Services, LLC, a Wyoming limited liability company (“Seller” and together with the Buyer, the “Parties”). |
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| October 30, 2019 |
INVENTORY PURCHASE AGREEMENT THIS INVENTORY PURCHASE AGREEMENT is made and entered into as of the 12th day of September 2019 (this “Agreement”) by and among Sylios Corp, a Florida Corporation (“Buyer”) and Wanshan Engineering Services, LLC, a Wyoming limited liability company (“Seller” and together with the Buyer, the “Parties”). |
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| October 30, 2019 |
Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 30, 2019 Date of Report (Date of Earliest Event) SYLIOS CORP (Exact name of registrant as specified in its charter) FLORIDA (State or other jurisdiction of incorporation) 333-154799 (Commission File No.) 501 1st Ave N., Suite |
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| October 18, 2019 |
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEM |
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| October 18, 2019 |
EX-10.3 4 ex10-3.htm NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTI |
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| October 18, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 18, 2019 (October 16, 2019) Date of Report (Date of Earliest Event) SYLIOS CORP (Exact name of registrant as specified in its charter) FLORIDA (State or other jurisdiction of incorporation) 333-154799 (Commission File No.) 50 |
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| October 18, 2019 |
EX-10.2 3 ex10-2.htm NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTI |
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| October 18, 2019 |
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEM |
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| October 18, 2019 |
SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October 16, 2019 between Sylios Corp, a Florida corporation and its predecessors (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”). |
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| September 5, 2019 |
UNGSD / Sylios Corp. 8-A12G - - UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 SYLIOS CORP (Exact name of registrant as specified in its charter) Florida 26-2317506 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 501 1st Ave |
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| August 19, 2019 |
Subsidiaries of the Registrant SUBSIDIARIES OF THE REGISTRANT Name Place of Incorporation US Natural Gas Corp KY USA (Florida) US Natural Gas Corp WV USA (Florida) E 3 Petroleum Corp USA (Florida) 1720 RCMG, LLC USA (Florida) |
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| August 19, 2019 |
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATE |
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| August 19, 2019 | ||
| August 19, 2019 |
UNGSD / Sylios Corp. 10-Q - Quarterly Report - UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act Of 1934 For the quarterly period ended June 30, 2019 [ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange Act Of 1934 For the transition period from to Commission File Number: 333-154799 SYLIOS CORP (Exact name o |
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| August 19, 2019 |
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEM |
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| August 14, 2019 |
UNGSD / Sylios Corp. NT 10-Q - - UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For the period ended June 30, 2019. [ ] Transition Report on Form 10-K. [ ] Transition Report on Form 20-F. [ ] Transition Report on Form 11-K. [ ] Transition Report on Form 10-Q. For the |
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| July 31, 2019 |
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATE |
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| July 31, 2019 |
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEM |
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| July 31, 2019 |
EX-10.6 7 ex10-6.htm NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIV |
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| July 31, 2019 |
EX-10.1 2 ex10-1.htm SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 25, 2019 between Sylios Corp, a Florida corporation and its predecessors (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to |
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| July 31, 2019 |
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATE |
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| July 31, 2019 |
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEM |
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| July 31, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 31, 2019 (July 25, 2019) Date of Report (Date of Earliest Event) SYLIOS CORP (Exact name of registrant as specified in its charter) FLORIDA (State or other jurisdiction of incorporation) 333-230824 (Commission File No.) 501 1st |
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| July 31, 2019 |
EX-10.2 3 ex10-2.htm NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTI |
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| July 19, 2019 |
UNGSD / Sylios Corp. / DARLING CAPITAL, LLC. - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. )* Sylios Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 871324307 (CUSIP Number) July 19, 2019 (Date of Event Which Require |
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| July 9, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 9, 2019 (July 3, 2019) Date of Report (Date of Earliest Event) SYLIOS CORP (Exact name of registrant as specified in its charter) FLORIDA (State or other jurisdiction of incorporation) 333-154799 (Commission File No.) 501 1st Av |
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| July 9, 2019 |
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEM |
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| July 9, 2019 |
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATE |
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| July 2, 2019 |
UNGSD / Sylios Corp. CORRESP - - SYLIOS CORP 501 First Avenue N., Suite 901 St. Petersburg, FL 33701 Ph: (727) 482-1505 e-mail: [email protected] July 2, 2019 United States Securities and Exchange Commission Division of Corporate Finance Office of Natural Resources Washington, DC 20549 Re: Sylios Corp Amendment No. 2 to Registration Statement on Form S-1 Filed June 17, 2019 File No. 333-230824 To Whom It May Concern: Pursuant to Ru |
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| June 17, 2019 |
PROMISSORY NOTE $30,000.00 March 30, 2014 FOR VALUE RECEIVED, the undersigned, US Natural Gas Corp (“Borrower”)(the “Company”), a Florida for profit corporation, hereby promises to pay to Valvasone Trust (“Lender”)(“Consultant”), or its successor, the principal sum of Thirty Thousand and NO/100 Dollars ($30,000.00), with interest at the rate of three percent (3%) per annum. All unpaid principal an |
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| June 17, 2019 |
NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. |
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| June 17, 2019 |
LOAN AGREEMENT This Agreement (“Agreement”) is entered into effective as of November 17, 2017 (the “Effective date”), by and between MT. |
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| June 17, 2019 |
Note: April 28, 2014 NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. |
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| June 17, 2019 |
Note: June 2, 2014 NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. |
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| June 17, 2019 |
LOAN AGREEMENT AND PROMISSORY NOTE THIS LOAN AGREEMENT AND PROMISSORY NOTE, is made this 16th day of March, 2016, by and among SYLIOS CORP, a Corporation organized under the laws of the State of Florida (hereinafter, known as “BORROWER”) and Tangiers Investment Group, LLC, organized under the laws of the State of Delaware (hereinafter, known as “LENDER”). |
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| June 17, 2019 |
SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 5, 2019 between Sylios Corp, a Florida corporation and its predecessors (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”). |
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| June 17, 2019 |
NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. |
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| June 17, 2019 |
NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. |
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| June 17, 2019 |
EX-10.62 27 ex10-62.htm NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFEC |
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| June 17, 2019 |
PROMISSORY NOTE $40,000.00 July 1, 2017 FOR VALUE RECEIVED, the undersigned, Sylios Corp (“Borrower”)(the “Company”), a Florida for profit corporation, hereby promises to pay to Valvasone Trust (“Lender”)(“Consultant”), or its successor, the principal sum of Forty Thousand and NO/100 Dollars ($40,000.00), with interest at the rate of three percent (3%) per annum. All unpaid principal and any accru |
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| June 17, 2019 |
EX-10.44 9 ex10-44.htm Note: April 2, 2014 NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATI |
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| June 17, 2019 |
Note: August 12, 2014 NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. |
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| June 17, 2019 |
-Note: January 27, 2017 NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. |
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| June 17, 2019 |
UNGSD / Sylios Corp. S-1/A - - UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SYLIOS CORP (Exact name of registrant as specified in its charter) Florida 6719 26-2317506 (State or other Jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification N |
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| June 17, 2019 |
SECURED NOTE US $100,000 January 11, 2010 FOR VALUE RECEIVED, the undersigned (“Borrower”) promises to pay to the order of MTEL, a New Jersey limited liability company (“Lender”), the principal sum of ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($100,000. |
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| June 17, 2019 |
PROMISSORY NOTE Borrower: Sylios Corp., 244 2nd Ave N, Suite 9, St. Petersburg, FL 33701, “Borrower” Lender: Pacific Stock Transfer Company, 173 Keith Street, Suite 3, Warrenton, VA 20186, “Lender” Principal Amount: $6,250.00 USD Date: August 11, 2017 1. FOR VALUE RECEIVED, The Borrower promises to pay to the Lender at such address as may be provided in writing to Borrower, the principal sum of $6 |
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| June 17, 2019 |
Note: July 3, 2014 NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. |
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| June 17, 2019 |
EX-10.60 25 ex10-60.htm NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFE |
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| June 17, 2019 |
PROMISSORY NOTE $22,000.00 January 11, 2016 FOR VALUE RECEIVED, the undersigned, Sylios Corp (“Borrower”)(the “Company”), a Florida for profit corporation, hereby promises to pay to Valvasone Trust (“Lender”)(“Consultant”), or its successor, the principal sum of Twenty Two Thousand and NO/100 Dollars ($22,000.00), with interest at the rate of three percent (3%) per annum. All unpaid principal and |
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| June 17, 2019 |
PROMISSORY NOTE $10,000.00 October 7, 2013 FOR VALUE RECEIVED, the undersigned, US Natural Gas Corp (“Borrower”)(the “Company”), a Florida for profit corporation, hereby promises to pay to Valvasone Trust (“Lender”)(“Consultant”), or its successor, the principal sum of Ten Thousand and NO/100 Dollars ($10,000.00), with interest at the rate of three percent (3%) per annum. All unpaid principal and |
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| June 17, 2019 |
Note: June 3, 2015 NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. |
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| June 17, 2019 |
NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. |
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| June 17, 2019 |
UNGSD / Sylios Corp. CORRESP - - SYLIOS CORP 501 First Avenue N., Suite 901 St. Petersburg, FL 33701 Ph: (727) 482-1505 e-mail: [email protected] June 17, 2019 United States Securities and Exchange Commission Division of Corporate Finance Office of Natural Resources Washington, DC 20549 Re: Sylios Corp Amendment No. 1 to Registration Statement on Form S-1 Filed May 15, 2019 File No. 333-230824 To Whom It May Concern: On behalf of t |
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| May 28, 2019 |
May 24, 2019 Wayne Anderson President Sylios Corp 501 1st Ave N., Suite 901 St. Petersburg, FL 33701 Re: Sylios Corp Amendment No. 1 to Registration Statement on Form S-1 Filed May 15, 2019 File No. 333-230824 Dear Mr. Anderson: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may bett |
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| May 28, 2019 |
UNGSD / Sylios Corp. TEXT-EXTRACT - - May 24, 2019 Wayne Anderson President Sylios Corp 501 1st Ave N., Suite 901 St. Petersburg, FL 33701 Re: Sylios Corp Amendment No. 1 to Registration Statement on Form S-1 Filed May 15, 2019 File No. 333-230824 Dear Mr. Anderson: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may bett |
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| May 15, 2019 |
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATE |
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| May 15, 2019 |
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATE |
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| May 15, 2019 |
SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 2, 2019, between Sylios Corp. |
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| May 15, 2019 |
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEM |
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| May 15, 2019 |
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEM |
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| May 15, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SYLIOS CORP (Exact name of registrant as specified in its charter) Florida 6719 26-2317506 (State or other Jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification N |
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| May 15, 2019 |
SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 2, 2019, between Sylios Corp. |
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| May 15, 2019 |
UNGSD / Sylios Corp. CORRESP - - SYLIOS CORP 501 First Avenue N., Suite 901 St. Petersburg, FL 33701 Ph: (727) 482-1505 e-mail: [email protected] May 15, 2019 United States Securities and Exchange Commission Division of Corporate Finance Office of Natural Resources Washington, DC 20549 Re: Sylios Corp Registration Statement on Form S-1 Filed April 11, 2019 File No. 333-230824 To Whom It May Concern: On behalf of the Company, this l |
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| May 7, 2019 |
UNGSD / Sylios Corp. TEXT-EXTRACT - - May 7, 2019 Wayne Anderson President Sylios Corp 501 1st Ave N., Suite 901 St. Petersburg, FL 33701 Re: Sylios Corp Registration Statement on Form S-1 Filed April 11, 2019 File No. 333-230824 Dear Mr. Anderson: We have reviewed your registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclos |
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| May 7, 2019 |
May 7, 2019 Wayne Anderson President Sylios Corp 501 1st Ave N., Suite 901 St. Petersburg, FL 33701 Re: Sylios Corp Registration Statement on Form S-1 Filed April 11, 2019 File No. 333-230824 Dear Mr. Anderson: We have reviewed your registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclos |
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| April 12, 2019 | ||
| April 12, 2019 |
EX-10.2 26 ex10-2.htm Exhibit 10.2 LENDER ACQUISITION AGREEMENT THIS LENDER ACQUISITION AGREEMENT (this “Agreement”) is made and entered into as of the 4th day of September, 2009, by and among Adventure Energy, Inc. (“Adventure”) and SLMI Holdings , LLC (“Owner”); Owner is the sole member and sole owner of SLMI Options, LLC (“Lender”). RECITALS: A. This Agreement is made with respect to loans made |
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| April 12, 2019 | ||
| April 12, 2019 |
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEM |
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| April 12, 2019 |
EX-21.5 64 ex21-5.htm |
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| April 12, 2019 | ||
| April 12, 2019 |
SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of the 9th day of January 2019 by and between SYLIOS CORP, a Florida corporation, with headquarters located at 501 1st Ave N. |
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| April 12, 2019 |
Exhibit 10.5 AMENDMENT TO SECURITIES PURCHASE AGREEMENT AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 20, 2010, by and among E 2 INVESTMENTS, LLC (“E 2”), a Florida Limited Liability Company, the (“Buyer”) and HARLIS TRUST, a REVOCABLE TRUST, the (“Seller”). RECITALS WHEREAS, Buyer and Seller have previously entered into a Securities Purchase Agreement, dated |
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| April 12, 2019 | ||
| April 12, 2019 | ||
| April 12, 2019 |
Exhibit 3.2 P08000032840 (Requestor’s Name) (Address) (Address) (City/State/Zip/Phone #) [ ] PICK-UP [ ] WAIT [ ] MAIL (Business Entity Name) (Document Number) Certified Certificates of Status Special Instructions to Filing Officer Office Use Only 1 COVER LETTER TO: Amendment Section Division of Corporations NAME OF CORPORATION: ADVENTURE ENERGY, INC. DOCUMENT NUMBER: P08000032840 The enclosed Art |
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| April 12, 2019 |
EX-21.2 61 ex21-2.htm |
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| April 12, 2019 |
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATE |
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| April 12, 2019 |
EX-10.20 44 ex10-20.htm NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFE |
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| April 12, 2019 | ||
| April 12, 2019 | ||
| April 12, 2019 | ||
| April 12, 2019 |
EX-3.18 21 ex3-18.htm |
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| April 12, 2019 |
EX-10.7 31 ex10-7.htm SYLIOS CORP EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of April 1, 2018 (this “Agreement”), by and between WAYNE ANDERSON (the “Executive”), and SYLIOS CORP, a Florida Corporation with its principal offices located at 244 2nd Ave N. N., Suite 9, St. Petersburg, FL 33701 (the “Company”). WHEREAS, the Executive desires to be employed as President, Treasurer, and Secreta |
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| April 12, 2019 |
EX-3.9 12 ex3-9.htm |
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| April 12, 2019 |
EX-21.1 60 ex21-1.htm |
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| April 12, 2019 | ||
| April 12, 2019 |
EX-21.6 65 ex21-6.htm |
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| April 12, 2019 |
SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 9, 2018, by and between SYLIOS CORP. |
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| April 12, 2019 |
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEM |
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| April 12, 2019 | ||
| April 12, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SYLIOS CORP (Exact name of registrant as specified in its charter) Florida 6719 26-2317506 (State or other Jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 501 1st Ave |
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| April 12, 2019 |
Sylios Corp Board of Directors Services Agreement This Board of Directors Services Agreement (the “Agreement”), dated January 2, 2018, is entered into between Sylios Corp, a Florida corporation (“the Company), and Jimmy Wayne Anderson, an individual with a principal place of residence in St. |
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| April 12, 2019 |
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEM |
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| April 12, 2019 |
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEM |
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| April 12, 2019 |
EX-10.28 52 ex10-28.htm SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 18, 2019, between Sylios Corp., a Florida corporation and its predecessors (the “Company”), and each purchaser identified on Schedule I and in accordance with the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectiv |
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| April 12, 2019 |
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATE |
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| April 12, 2019 | ||
| April 12, 2019 |
EX-3.7 10 ex3-7.htm |
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| April 12, 2019 | ||
| April 12, 2019 |
EX-2.2 3 ex2-2.htm AGREEMENT AND PLAN OF SHARE EXCHANGE THIS AGREEMENT AND PLAN OF SHARE EXCHANGE (the “Agreement”) is entered into as of this 22nd day of SEPTEMBER, 2017 between US NATURAL GAS CORP KY a Florida corporation (hereinafter the “COMPANY”), SYLIOS CORP, a Florida corporation (hereinafter “SYLIOS”) and TERRATECH, INC., a Texas corporation (hereinafter “TTECH”). RECITALS A. WHEREAS, the |
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| April 12, 2019 |
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATE |
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| April 12, 2019 |
EX-10.17 41 ex10-17.htm |
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| April 12, 2019 |
EX-10.23 47 ex10-23.htm NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STA |
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| April 12, 2019 |
SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 31, 2018, between Sylios Corp. |
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| April 12, 2019 |
EX-10.1 25 ex10-1.htm Exhibit 10.1 ADVENTURE ENERGY, INC. EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of April 1, 2009 (this “Agreement”), by and between WAYNE ANDERSON (the “Executive”), and ADVENTURE ENERGY, INC., a Florida Corporation with its principal offices located at 33 6th Street S., Suite 600, St. Petersburg, FL 33701 (the “Company”). WHEREAS, the Executive desires to be employed |
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| April 12, 2019 |
ASSET ACQUISITION AGREEMENT Between SYLIOS CORP And THE GREATER CANNABIS COMPANY, INC. |
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| April 12, 2019 |
Specimen certificate of common stock (previously filed with Form S-1 on April 11, 2019) |
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| April 12, 2019 |
EX-3.17 20 ex3-17.htm |
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| April 12, 2019 | ||
| April 12, 2019 |
EX-3.1 4 ex3-1.htm Exhibit 3.1 P08000032840 (Requestor’s Name) (Address) (Address) (City/State/Zip/Phone #) o PICK-UP o WAIT o MAIL (Business Entity Name) (Document Number) Certified Certificates of Status Special Instructions to Filing Officer Office Use Only 1 SPIEGEL & UTERA, P.A. (Requestor’s Name) 1840 Southwest 22nd Street, 4th Floor Miami, FL 33145 - (305) 854-6000 OFFICE USE ONLY CORPORATI |
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| April 12, 2019 | ||
| April 12, 2019 |
EX-21.7 66 ex21-7.htm |
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| April 12, 2019 | ||
| April 12, 2019 |
EX-10.15 39 ex10-15.htm NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFEC |
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| April 12, 2019 |
Exhibit 10.4 SECURITIES PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of November 10, 2009, by and among E 2 INVESTMENTS, LLC (“E 2”), a Florida Limited Liability Company, the (“Buyer”) and HARLIS TRUST, a REVOCABLE TRUST, the (“Seller”). WHEREAS, Seller owns Four Million Four Hundred and Seventy Thousand (4,470,000) shares (the “Shares”) of common stock, par value |
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| April 12, 2019 |
EX-2.1 2 ex2-1.htm |
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| April 12, 2019 |
Bylaws of Adventure Energy, Inc. (previously filed with Form S-1 on April 11, 2019) EX-3.3 6 ex3-3.htm Exhibit 3.3 BYLAWS OF Adventure Energy, Inc. ARTICLE I - OFFICES The principal office of the corporation in the State of Florida shall be located in the City of St. Petersburg, County of Pinellas. The corporation may have such other offices, either within or without the State of incorporation as the board of directors may designate or as the business of the corporation may from |
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| April 12, 2019 |
EX-3.12 15 ex3-12.htm |
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| April 12, 2019 | ||
| April 12, 2019 | ||
| April 12, 2019 |
Code of Business Conduct and Ethics (previously filed with Form S-1 on April 11, 2019) EXHIBIT 14.1 Adventure Energy, Inc. Code of Business Conduct and Ethics Adventure Energy, Inc. (“Adventure”) is committed to conducting our business in compliance with all applicable laws and regulations and in accordance with the highest ethical principles. This Code of Business Conduct and Ethics (this “Code”) sets forth standards of conduct applicable to the Company’s officers, full and part-ti |
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| April 12, 2019 |
SYLIOS CORP EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of April 1, 2015 (this “Agreement”), by and between WAYNE ANDERSON (the “Executive”), and SYLIOS CORP, a Florida Corporation with its principal offices located at 735 Arlington Ave. |
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| April 12, 2019 |
SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 18, 2019, between Sylios Corp. |
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| April 12, 2019 |
NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. |
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| April 12, 2019 |
INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”), dated as of April 1, 2018, is made by and between Sylios Corp, a Florida corporation (the “Company”), and the undersigned, who is either a director or an officer (or both) of the Company (the “Indemnitee”), with this Agreement to be deemed effective as of the date that the Indemnitee first assumed either such capacity at the Company. |
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| April 12, 2019 |
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 9, 2018, by and among Sylios Corp, a Florida corporation (the “Company”), and the investors listed on the Schedule of Purchasers attached hereto (each, a “Purchaser” and collectively, the “Purchasers”). |
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| April 12, 2019 |
NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. |
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| April 12, 2019 |
EX-10.8 32 ex10-8.htm US Natural Gas Corp Board of Directors Services Agreement This Board of Directors Services Agreement (the “Agreement”), dated January 5, 2011, is entered into between US Natural Gas Corp, a Florida corporation (“the Company), and Jimmy Wayne Anderson, an individual with a principal place of residence in St. Petersburg, FL (“Director”). WHEREAS, the Company desires to retain t |
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| April 12, 2019 |
NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. |
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| April 12, 2019 |
EX-10.31 55 ex10-31.htm SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 18, 2019, between Sylios Corp., a Florida corporation and its predecessors (the “Company”), and each purchaser identified on Schedule I and in accordance with the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectiv |
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| April 12, 2019 |
ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of the 5th day of November, 2009 (the “Effective Date”) by and among KYTX Oil & Gas, LLC, (“KYTX”) a Kentucky limited liability company (the “Seller”) and Adventure Energy, Inc. |
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| April 16, 2012 |
- US NATURAL GAS CORP FORM 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 333-154799 US NATURAL GAS CORP [Missing Graphic Reference] (Exact name of re |
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| March 30, 2012 |
- US NATURAL GAS CORP FORM NT-10-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING x Form 10-K o Form 11-K o Form 20-F o Form 10-Q o Form N-SAR For Period Ended: December 31, 2011 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the Transition |
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| December 1, 2011 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 30, 2011 US Natural Gas Corp (Exact Name of Registrant as Specified in its Charter) Florida 333-154799 26-2317506 (State of Incorporation) (Commission File Number) (IRS Employer ID) 1717 D |
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| December 1, 2011 |
ARTICLE 5 ? CORPORATE CAPITALIZATION Exhibit 3.1 ARTICLE 5 – CORPORATE CAPITALIZATION 5.1 The Corporation is authorized to issue two classes of stock. One class of stock shall be common stock, par value $0.001, of which the Corporation shall have the authority to issue 1,800,000,000 shares. The second class of stock shall be preferred stock, par value $0.001, of which the Corporation shall have the authority to issue 5,000,000 shares |
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| November 14, 2011 |
Exhibit 10.55 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 8, 2011, by and between US NATURAL GAS CORP., a Florida corporation, with headquarters located at 1717 Dr. Martin Luther King, Jr. Drive North, St. Petersburg, Florida 33704 (the “Company”), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Place, |
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| November 14, 2011 |
Exhibit 10.54 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| November 14, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2011 ? TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 333-154799 US NATURAL GAS CORP |
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| November 14, 2011 |
CONVERTIBLE NOTE $25,000.00 August 23, 2011 St. Petersburg, Florida FOR VALUE RECEIVED, US Natural Gas Corp a Florida corporation with offices at 1717 Dr. Martin Luther King Jr. St. N, St. Petersburg, Florida 33704 (hereinafter referred to as the “Payor” or the “Company”), agrees to pay to the order of Tangiers Investors, LP, a Delaware limited partnership with offices at 402 W Broadway Ste. 400 S |
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| September 15, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2011 ? TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 333-154799 US NA |
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| August 22, 2011 |
Exhibit 10.52 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of August 5, 2011, by and between US NATURAL GAS CORP., a Florida corporation, with headquarters located at 1717 Dr. Martin Luther King, Jr. Drive North, St. Petersburg, Florida 33704 (the ?Company?), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Place, Sui |
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| August 22, 2011 |
Exhibit 10.48 CONVERTIBLE NOTE $10,000.00 July 11, 2011 St. Petersburg, Florida FOR VALUE RECEIVED, US Natural Gas Corp a Florida corporation with offices at 1717 Dr. Martin Luther King Jr. St. N, St. Petersburg, Florida 33704 (hereinafter referred to as the “Payor” or the “Company”), agrees to pay to the order of Tangiers Investors, LP, a Delaware limited partnership with offices at 402 W Broadwa |
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| August 22, 2011 |
Exhbit 10.53 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of the 16th day of May, 2011 (the “Effective Date”) by and among Madison Brothers Investments, LLC, (“Madison”) a Kentucky limited liability company (the “Seller”) and US Natural Gas Corp, (“USNG”) a Florida for profit corporation (the “Buyer”). RECITALS A. Madison Brothers Investments, LLC, a Kentuck |
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| August 22, 2011 |
Exhibit 10.50 CONVERTIBLE NOTE $15,000.00 August 4, 2011 St. Petersburg, Florida FOR VALUE RECEIVED, US Natural Gas Corp a Florida corporation with offices at 1717 Dr. Martin Luther King Jr. St. N, St. Petersburg, Florida 33704 (hereinafter referred to as the “Payor” or the “Company”), agrees to pay to the order of Tangiers Investors, LP, a Delaware limited partnership with offices at 402 W Broadw |
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| August 22, 2011 |
FLORIDA DEPARTMENT OF STATE Division of Corporations 1 FLORIDA DEPARTMENT OF STATE Division of Corporations August 4, 2011 WAYNE ANDERSON US NATURAL GAS CORP 1717 DR MARTIN LUTHER KING JR ST N ST PETERSBURG, FL 33704 Re: Document Number P08000032840 The Articles of Amendment to the Articles of Incorporation of US NATURAL GAS CORP, a Florida corporation, were filed on August 3, 2011. |
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| August 22, 2011 |
US NATURAL GAS CORP WARRANT TO PURCHASE COMMON STOCK Exhibit 10.49 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THIS WARRANT UNDER SUCH ACT AND REGISTRATION OR QUALIFICATION UNDER ANY AND ALL APPLICABLE STATE SECURITI |
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| August 22, 2011 |
Exhibit 10.51 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| August 22, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2011 ? TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 333-154799 US NATURAL GAS CORP (Name |
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| August 15, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 333-154799 CUSIP NUMBER 90345C 108 (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: June 30, 2011 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Trans |
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| August 3, 2011 |
ARTICLE 5 ? CORPORATE CAPITALIZATION Exhibit 3.1 ARTICLE 5 – CORPORATE CAPITALIZATION 5.1 The Corporation is authorized to issue two classes of stock. One class of stock shall be common stock, par value $0.001, of which the Corporation shall have the authority to issue 500,000,000 shares. The second class of stock shall be preferred stock, par value $0.001, of which the Corporation shall have the authority to issue 5,000,000 shares. |
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| August 3, 2011 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 2, 2011 US Natural Gas Corp (Exact Name of Registrant as Specified in its Charter) Florida 333-154799 26-2317506 (State of Incorporation) (Commission File Number) (IRS Employer ID) 1717 Dr. |
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| July 13, 2011 |
US Natural Gas Corp Reschedules Shareholder Meeting Exhibit 99.1 US Natural Gas Corp Reschedules Shareholder Meeting ST. PETERSBURG, FL July 12, 2011- US Natural Gas Corp (OTCQB:UNGS - News), an energy exploration company with operations in the Appalachian Basin announces that its Annual Meeting of Shareholders originally scheduled for July 15, 2011 will be rescheduled to a later date, likely before the end of September. Due to the upcoming closing |
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| July 13, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 12, 2011 Date of Report (Date of earliest event reported) US Natural Gas Corp (Exact name of registrant as specified in its charter) Florida 333-154799 26-2317506 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number) 1717 Dr. |
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| June 29, 2011 |
US NATURAL GAS CORP 2011 EMPLOYEE AND CONSULTANT STOCK COMPENSATION PLAN Exhibit 4.1 US NATURAL GAS CORP 2011 EMPLOYEE AND CONSULTANT STOCK COMPENSATION PLAN 1. Purpose . The purpose of this 2011 Employee and Consultant Stock Plan (“Plan”) is to provide compensation in the form of common stock (“Common Stock”), $0.001 par value, of US Natural Gas Corp (the “Company”) to employees and “eligible consultants” (as defined in Section 3 hereof) who have previously rendered s |
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| June 29, 2011 |
Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 US NATURAL GAS CORP (Exact name of registrant as specified in its charter) Florida 26-2317506 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) US Natural Gas Corp 2011 Employee and Consultan |
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| May 23, 2011 |
Exhibit 10.44 CONVERTIBLE NOTE $52,500.00 May 3, 2011 St. Petersburg, Florida FOR VALUE RECEIVED, US Natural Gas Corp a Florida corporation with offices at 1717 Dr. Martin Luther King Jr. St. N, St. Petersburg, Florida 33704 (hereinafter referred to as the “Payor” or the “Company”), agrees to pay to the order of Tangiers Investors, LP, a Delaware limited partnership with offices at 402 W Broadway |
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| May 23, 2011 |
US Natural Gas Corp WARRANTS FOR THE PURCHASE OF SHARES OF COMMON STOCK 2011-TI-001 May 03, 2011 THIS WARRANT HAS BEEN, AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED PURSUANT TO THE EXERCISE OF THIS WARRANT (THE "SHARES") WILL BE, ACQUIRED SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF. |
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| May 23, 2011 |
Exhibit 10.45 SECURITY AGREEMENT AGREEMENT dated as of the 3rd day of May, 2011 by and between Tangiers Investors, LP, with an address at 402 W Broadway, Suite 400, San Diego, California 92101 (the “Secured Party”) and US Natural Gas Corp, a Florida corporation with an address at 1717 Dr. Martin Luther King Jr. St. N, St. Petersburg, Florida 33704 (the “Grantor”). W I T N E S S E T H: WHEREAS, the |
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| May 23, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2011 ? TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 333-154799 US NATURAL GAS CORP (Nam |
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| May 23, 2011 |
US Natural Gas Corp WARRANTS FOR THE PURCHASE OF SHARES OF COMMON STOCK 2011-TI-002 May 3, 2011 Exhibit 10.47 THIS WARRANT HAS BEEN, AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED PURSUANT TO THE EXERCISE OF THIS WARRANT (THE "SHARES") WILL BE, ACQUIRED SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF. NEITHER THIS WARRANT NOR THE SHARES (TOGETHER, THE "SECURITIES") HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDE |
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| May 23, 2011 |
FLORIDA DEPARTMENT OF STATE Division of Corporations FLORIDA DEPARTMENT OF STATE Division of Corporations April 22, 2011 WAYNE ANDERSON US NATURAL GAS CORP 1717 DR. |
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| May 16, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 333-154799 CUSIP NUMBER 90345C 108 (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: March 31, 2011 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Tran |
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| April 19, 2011 |
Exhibit 3.1 ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF US NATURAL GAS CORP DESIGNATION, PREFERENCES AND OTHER RIGHTS AND QUALIFICATIONS OF SERIES C PREFERRED STOCK Pursuant to Section 607.1006 of the Florida Business Corporation Act, the undersigned, being the President of US NATURAL GAS CORP, a Florida corporation (the “Corporation”), bearing Document Number P08000032840, does hereby s |
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| April 19, 2011 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 14, 2011 US Natural Gas Corp (Exact Name of Registrant as Specified in its Charter) Florida 333-154799 26-2317506 (State of Incorporation) (Commission File Number) (IRS Employer ID) 1717 Dr. |
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| April 8, 2011 |
Exhibit 21.1 LIST OF SUBSIDIARIES Name of Subsidiary Jurisdiction in Which Incorporated % of Voting Securities Owned US Natural Gas Corp KY FL 100% US Natural Gas Corp WV FL 100% E 3 Petroleum Corp FL 100% E 2 Investments, LLC FL 100% B.T.U. Pipeline, Inc. (1) TN 100% SLMI Options, LLC NV 100% (1) The Articles of Dissolution and Articles of Termination were filed with the State of Tennessee Depart |
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| April 8, 2011 |
Exhibit 10.38 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 19, 2011, by and between US NATURAL GAS CORP., a Florida corporation, with headquarters located at 33 Sixth Street South - Suite 600, St. Petersburg, Florida 33701 (the “Company”), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Place, Suite 207, G |
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| April 8, 2011 |
US Natural Gas Corp KY- Madison Brothers Investments, LLC Asset Acquisition Exhibit 10.43 US Natural Gas Corp KY- Madison Brothers Investments, LLC Asset Acquisition Parties: US Natural Gas Corp KY ("USNG"), a Florida corporation, E 3 Petroleum Corp ("E3"), a Florida corporation, each of whose address is 1717 Dr. Martin Luther King Jr. St. N, St. Petersburg, FL 33704 hereinafter referred to as "PURCHASER" and Madison Brothers Investments, LLC ("MADISON"), a Kentucky Limit |
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| April 8, 2011 | ||
| April 8, 2011 |
Exhibit 10.39 CONSULTING AGREEMENT This Consulting Agreement (the “Agreement”) is made and entered into as of this 24th day of January 2011, by and between FITT Highway Products, Inc., a Nevada corporation (the “Company”) and E 2 Investments, LLC, (the “Consultant”) , a Florida Entity, (individually, a “Party”; collectively, the “Parties”). This Agreement is non-exclusive. RECITALS WHEREAS, Consul |
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| April 8, 2011 |
Exhibit 3.5 has been filed herewith as a PDF reference. Exhibit 3.5 Exhibit 3.5 has been filed herewith as a PDF reference. |
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| April 8, 2011 |
Exhibit 10.42 has been filed herewith as a PDF reference. Exhibit 10.42 Exhibit 10.42 has been filed herewith as a PDF reference. |
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| April 8, 2011 | ||
| April 8, 2011 |
Exhibit 10.37 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| April 8, 2011 |
10-K 1 form10k.htm US NATURAL GAS FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010 TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: |
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| April 8, 2011 |
Exhibit 10.41 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| April 8, 2011 | ||
| April 8, 2011 |
Exhibit 10.40 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 7, 2011, by and between US NATURAL GAS CORP., a Florida corporation, with headquarters located at 33 Sixth Street South - Suite 600, St. Petersburg, Florida 33701 (the “Company”), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Place, Suite 207, G |
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| April 8, 2011 |
Exhibit 3.6 has been filed herewith as a PDF reference. Exhibit 3.6 Exhibit 3.6 has been filed herewith as a PDF reference. |
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| April 4, 2011 |
NT 10-K 1 form12b25.htm US NATURAL GAS CORP FORM NT-10-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING x Form 10-K o Form 11-K o Form 20-F o Form 10-Q o Form N-SAR For Period Ended: December 31, 2010 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10 |
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| March 21, 2011 |
Exhibit 99.1 US Natural Gas Corp Announces Execution of Term Sheet to Acquire Certain Oil Producing Properties in Kentucky US Natural Gas Corp KY to add 25 Producing Oil Wells and 2 Injection Wells ST. PETERSBURG, FL March 21, 2011- US Natural Gas Corp (OTCQB:UNGS - News), an energy exploration company with operations in the Appalachian Basin is pleased to announce that the company has executed a |
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| March 21, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 16, 2011 Date of Report (Date of earliest event reported) US Natural Gas Corp (Exact name of registrant as specified in its charter) Florida 333-154799 26-2317506 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number) 1717 Dr. |
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| January 12, 2011 |
US Natural Gas Corp Announces Share Repurchase Program Exhibit 99.1 US Natural Gas Corp Announces Share Repurchase Program ST. PETERSBURG, Fla. January 12, 2011 (Market Wire) - US Natural Gas Corp (OTCBB:UNGS - News), an energy exploration company with operations in the Appalachian Basin announced today that its Board of Directors has approved a share repurchase plan. Under terms of the plan, the Company is authorized to repurchase up to an aggregate |
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| January 12, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 12, 2011 Date of Report (Date of earliest event reported) US Natural Gas Corp (Exact name of registrant as specified in its charter) Florida 333-154799 26-2317506 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number) 33 6th Street South, Suite 600 St. |
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| December 22, 2010 |
Exhibit 10.1 AMENDMENT TO SECURITIES PURCHASE AGREEMENT AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this ?Agreement?), dated as of December 20, 2010, by and among E 2 INVESTMENTS, LLC (?E 2?), a Florida Limited Liability Company, the (?Buyer?) and HARLIS TRUST, a REVOCABLE TRUST, the (?Seller?). RECITALS WHEREAS, Buyer and Seller have previously entered into a Securities Purchase Agreement, dated |
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| December 22, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 20, 2010 Date of Report (Date of earliest event reported) US Natural Gas Corp (Exact name of registrant as specified in its charter) Florida 333-154799 26-2317506 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number) 33 6th Street South, Suite 600 St. |
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| November 15, 2010 |
AMENDMENT TO COMMON STOCK PURCHASE WARRANT Exhibit 10.26 AMENDMENT TO COMMON STOCK PURCHASE WARRANT THIS AMENDMENT TO COMMON STOCK PURCHASE WARRANT (hereinafter the “Amendment”) is this day of September, 2010 entered into by and is between US Natural Gas Corp., (hereinafter “the Company”), which is a for-profit corporation that is organized and that exists under the Laws of the State of Florida, and which has its principal place of busines |
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| November 15, 2010 |
Exhibit 10.22 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 8, 2010, by and between US NATURAL GAS CORP., a Florida corporation, with headquarters located at 33 Sixth Street South - Suite 600, St. Petersburg, Florida 33701 (the “Company”), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Place, Suite 207, Gr |
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| November 15, 2010 |
Exhibit 10.21 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| November 15, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2010 ? TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 333-154799 US NATURAL GAS CORP |
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| November 15, 2010 |
Exhibit 10.23 THIS CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND THIS SECURED CONVERTIBLE NOTE, THE SECURITIES AND ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEM |
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| November 15, 2010 |
AMENDMENT TO COMMON STOCK PURCHASE WARRANT Exhibit 10.25 AMENDMENT TO COMMON STOCK PURCHASE WARRANT THIS AMENDMENT TO COMMON STOCK PURCHASE WARRANT (hereinafter the “Amendment”) is this day of September, 2010 entered into by and is between US Natural Gas Corp., (hereinafter “the Company”), which is a for-profit corporation that is organized and that exists under the Laws of the State of Florida, and which has its principal place of busines |
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| November 15, 2010 |
Exhibit 10.24 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRA |
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| October 21, 2010 |
Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 15, 2010 Date of Report (Date of earliest event reported) US Natural Gas Corp (Exact name of registrant as specified in its charter) Florida 333-154799 26-2317506 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number) 33 6th Street South, Suite 600 St. |
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| August 31, 2010 |
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 31, 2010 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 24, 2010 | ||
| August 18, 2010 |
10-K/A 1 form10ka.htm US NATURAL GAS FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Mark One) ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009 TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE N |
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| August 16, 2010 |
EXHIBIT 10.15 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRA |
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| August 16, 2010 |
EXHIBIT 10.17 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| August 16, 2010 |
EXHIBIT 10.20 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 30, 2010, by and between US NATURAL GAS CORP., a Florida corporation, with headquarters located at 33 Sixth Street South - Suite 600, St. Petersburg, Florida 33701 (the “Company”), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Place, Suite 207, Grea |
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| August 16, 2010 |
US NATURAL GAS CORP EMPLOYMENT AGREEMENT EXHIBIT 10.10 US NATURAL GAS CORP EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT dated as of July 15, 2010 (this "Agreement"), by and between Chuck Kretchman (the "Employee"), and US NATURAL GAS CORP a Florida Corporation with its principal offices located at 33 6th Street S., Suite 600, St. Petersburg, FL 33701 (the "Company"). WHEREAS, the individual desires to be employed as a Chief Financial Office |
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| August 16, 2010 |
CONSENT ORDER ISSUED UNDER WEST VIRGINIA CODE, CHAPTER 22, ARTICLE 6 EXHIBIT 10.16 Office of Oil and Gas 601 57th Street SE Charleston, WV 25304 Telephone: (304) 926-0450 Fax: (304) 926-0452 Joe Manchin III, Governor Randy C. Huffman, Cabinet Secretary www.dep.wv.gov CONSENT ORDER ISSUED UNDER WEST VIRGINIA CODE, CHAPTER 22, ARTICLE 6 TO: E3 Petroleum Corp. DATE: May 5, 2010 33 6th Street South, Suite 600 St. Petersburg, FL 33701 ORDER NO.: 2010-8 INTRODUCTION This |
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| August 16, 2010 |
EXHIBIT 10.12 THIS CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND THIS SECURED CONVERTIBLE NOTE, THE SECURITIES AND ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEM |
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| August 16, 2010 |
EXHIBIT 10.14 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRA |
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| August 16, 2010 |
EXHIBIT 10.13 THIS CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND THIS SECURED CONVERTIBLE NOTE, THE SECURITIES AND ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEM |
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| August 16, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2010 ? TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 333-154799 US NATURAL GAS CORP (Name |
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| August 16, 2010 |
CONSULTING & MARKETING AGREEMENT EXHIBIT 10.11 CONSULTING & MARKETING AGREEMENT This Consulting Agreement (this "Agreement") is entered into as of July 9, 2010, by and between US Natural Gas Corp Corporation (the "Company"), and Del Mar Corporate Consulting, LLC (the "Consultant"). RECITALS 1. Consultant has expertise in the area of the Company's business and is willing to provide consulting services to the Company. 2. The Compan |
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| August 16, 2010 |
EXHIBIT 10.18 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 18, 2010, by and between US NATURAL GAS CORP., a Florida corporation, with headquarters located at 33 Sixth Street South - Suite 600, St. Petersburg, Florida 33701 (the “Company”), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Place, Suite 207, Grea |
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| August 16, 2010 |
EXHIBIT 10.19 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| August 2, 2010 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Suying Li Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, NE Washington, D. |
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| July 26, 2010 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM July 26, 2010 RE: US Natural Gas Corp Item 4.01 Form 8K Filed April 22, 2010 File NO. 333-154799 We have reviewed the Commission?s comments regarding the Company?s 8K and responses. Attached below are the Commission?s comments and the Company?s responses to the Commission?s comments. 1. We note that you amended your Form 10-K for the fiscal year ended December 31, 2009 to include an audit report i |
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| July 20, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 15, 2010 Date of Report (Date of earliest event reported) US Natural Gas Corp (Exact name of registrant as specified in its charter) Florida 333-154799 26-2317506 (State or other jurisdiction of incorporation) (Commission File Number) IRS Employer ID 33 6th Street South, Suite 600 St. |
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| July 14, 2010 |
Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 9, 2010 Date of Report (Date of earliest event reported) US Natural Gas Corp. |
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| July 13, 2010 |
