-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B9xXvpNtLkUHwJf2zGr4g0C0U4LsFjw2ohrzHBrHpA77s0qte0suUlOV533lwJMI HnUGP5enbp/aZt8fLLLLag== 0001065949-04-000027.txt : 20040330 0001065949-04-000027.hdr.sgml : 20040330 20040329191843 ACCESSION NUMBER: 0001065949-04-000027 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040330 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NIX JON CENTRAL INDEX KEY: 0001262333 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3127 KELLER BEND ROAD CITY: KNOXVILLE STATE: TN ZIP: 37922 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL COAL CORP CENTRAL INDEX KEY: 0001089575 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE MINING [1220] IRS NUMBER: 650601272 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79069 FILM NUMBER: 04697760 BUSINESS ADDRESS: STREET 1: 319 EBENEZER ROAD CITY: KNOXVILLE STATE: TN ZIP: 37923 BUSINESS PHONE: 8657693749 MAIL ADDRESS: STREET 1: 319 EBENEZER ROAD CITY: KNOXVILLE STATE: TN ZIP: 37923 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHERN GROUP INTERNATIONAL INC DATE OF NAME CHANGE: 19990625 SC 13D/A 1 nixschedule13damend2.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment No. 2 Under the Securities Exchange Act of 1934 NATIONAL COAL CORPORATION ---------------------------------------------------------------- (Name of Issuer) Common Stock ----------------------------------------------------------------- (Title of Class of Securities) 632381 10 9 ----------------------------------------------------------------- (CUSIP Number) JON NIX 3127 KELLER BEND ROAD KNOXVILLE, TN 37922 ----------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 4, 2004 ----------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following box: [_] *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 SCHEDULE 13D ------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Jon Nix - ------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] - ------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------ 4 SOURCE OF FUNDS N/A - ------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - ------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - ------------------------------------------------------------------ 7 SOLE VOTING POWER 13,750,000 - Jon Nix (does not include 5,000,000 option shares reported herein) ---------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 400,000- Indirectly through Perdase Holdings, Inc. - Beneficial Owner 700,000- Indirectly through Jenco Capital Corp. - Beneficial Owner 600,000- Indirectly through Jeanne Bowen Nix - Spouse OWNED BY ---------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 13,750,000 - Jon Nix WITH (does not include 5,000,000 option shares reported herein) ---------------------------------------- 10 SHARED DISPOSITIVE POWER 400,000- Indirectly through Perdase Holdings, Inc. - Beneficial Owner 700,000- Indirectly through Jenco Capital Corp. - Beneficial Owner 600,000- Indirectly through Jeanne Bowen Nix - Spouse - ------------------------------------------------------------------ Page 2 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,750,000 - Jon Nix (does not include 5,000,000 option from shares reported herein) 400,000- Indirectly through Perdase Holdings, Inc.- Beneficial Owner 700,000- Indirectly Through Jenco Capital Corp. - Beneficial Owner 600,000- Indirectly Through Jeanne Bowen Nix - Spouse - ------------------------------------------------------------------ 12 CHECK THIS BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - ------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.3% - ------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- Page 3 SCHEDULE 13D - -------------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER Common Stock, $.0001 par value per share National Coal Corporation (formerly Southern Group International, Inc.) 319 Ebenezer Road Knoxville, TN 37923 - -------------------------------------------------------------------------------- ITEM 2. IDENTITY AND BACKGROUND (a) Jon Nix (b) 3127 Keller Bend Road Knoxville, TN 37922 (c) JON NIX, age 33, President, Chief Executive Officer and Director of National Coal Corporation, a Florida corporation. Mr. Nix is National Coal Corp's founder and possesses over eight years experience in the financial industry. He is the founder of Jenco Capital Corporation, a Tennessee consulting and holding corporation. He is also a cofounder of Medicine Arm-In-Arm, Inc., a nonprofit children's charity that provides medical services to underprivileged children around the world. He holds a Bachelor of Arts degree in Economics from the University of Tennessee, 1992. He is a Director and President of Kyten Energy Corporation (2001 - present). He has been a director and President of National Coal Corp., a Tennessee corporation, since January 2003, which is the operating subsidiary. (d) During the last five years the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction nor has any final order, judgment, or decree been entered enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Citizenship: United States of America. - -------------------------------------------------------------------------------- ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On March 4, 2004, 5,000,000 shares were optioned to Jon Nix from Farrald and Arlene Belote. The shares were optioned to Jon Nix for his agreement to continue to act as an Officer and Director of National Coal Corporation. No funds were provided. - -------------------------------------------------------------------------------- Page 4 ITEM 4. PURPOSE OF TRANSACTION The Reporting Person optioned the securities in order to have an increased interest in the Company for which Reporting Person is serving as an officer/director. There are no other plans or proposals known to the Reporting Person, which relate to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries. (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number of term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition or control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter/dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above. - -------------------------------------------------------------------------------- Page 5 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Aggregate number of shares owned: 15,450,000 Percent of outstanding shares owned: 36.3% (not including beneficial ownership through options) Aggregate number of options owned: 5,000,000 (b) Sole Power of voting for Reporting Person: 13,750,000 (c) Transactions in securities in the past 60 days for Reporting Person: 5,000,000 shares under option which are the subject of this amendment (d) No other person is known to have power to direct receipt of dividends from, or proceeds from sale of such securities. (e) Not applicable. - -------------------------------------------------------------------------------- ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Stock Option Agreement between Farrald and Arlene Belote and Jon Nix dated March 4, 2004. - -------------------------------------------------------------------------------- ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 10.1 - Stock Option Agreement - -------------------------------------------------------------------------------- SIGNATURE After reasonable inquiry and to the best of the knowledge and belief, I certify that the information as set forth in this statement is true, complete and correct. Dated: March 29, 2004 /s/Jon Nix ______________________ Jon Nix Page 6 EX-10.1 3 ex101for13damend.txt EXHIBIT 10.1 STOCK OPTION AGREEMENT BETWEEN JON NIX AND FARRALD AND ARLENE BELOTE STOCK OPTION AGREEMENT This Stock Option Agreement (the "Agreement"), dated as of March 4, 2004, is made by and between Farrald Belote and Arlene Belote ("Optionor") and Jon Nix ("Optionee"). In consideration of ten dollars and no/100ths and other good and valuable consideration, Optionor hereby grants to the Optionee, its successors and assigns, the right to purchase and receive from Optionor up to an aggregate of 5,000,000 shares (the "Shares") of common stock of National Coal Corp. or its successors on the terms herein provided (the "Option"). In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and for the purposed of defining the terms and provisions of this Agreement and the Option hereby granted, Optionor and Optionee hereby agree as follows: 1. Terms of Exercise. ----------------- The Option granted herein may be exercised by Optionee in whole or in part at any time after June 1, 2004 and 5:00 p.m. on or before March 31, 2005 at $.20 per share. Optionee may exercise the Option from time to time by delivering to "Escrow Agent" (identified below) $.20 for each Share (the "Exercise Price") for which Optionee is exercising the Option. Payments shall be made to Optionor by bank check or wire transfer. Upon receipt by Escrow Agent of Optionee's payment, Escrow Agent shall transfer the number of Shares so purchased upon the exercise of the Option. 2. Purchase Schedule and Pricing Conditions. ---------------------------------------- A) Duly executed certificates representing the shares shall be held by Michael A. Littman, Escrow Agent, who shall transfer the shares purchased upon concurrent payment of the purchase price to Optionor. B) Optionee must purchase the shares within the time period and at exercise price as specified in paragraph 1. Failure to exercise the purchase within the time period shall cause the option to purchase the shares to be null and void. C) Optionee shall give 30 days written notice prior to exercise to the option in whole or in part. 3. Representations, Warranties, and Covenants of Optionor. ------------------------------------------------------ Optionor hereby represents and warrants, as of the date of this Agreement and as of each date upon which Optionee exercises the Option, as follows: A) None of the representations or warranties made by Optionor contains any untrue statement of material fact, or omits to state any material fact necessary to make the statements made, in the light of the circumstances under which they were made, not misleading. B) Optionor owns all right, title, and interest to the Shares, and the Shares are and will be free and clear of any and all liens, claims, and encumbrances of any kind or nature. 4. Unregistered Securities. ----------------------- The Shares have not been registered under the Securities Act of 1933, as amended and are currently restricted shares. 5. Notices. Any notice pursuant to this Agreement by Optionor or Optionee shall be in writing and shall be deemed to have been duly given if delivered personally with written receipt acknowledged or mailed by certified mail five days after mailing, return receipt requested: If to Optionee: Jon Nix 319 Ebenezer Road Knoxville, TN 37923 If to Optionor: Farrald Belote and Arlene Belote 2810 Rocky Woods Dr. Kingwood, TX 77339 Any party hereto may from time to time change the address to which notices to it are to be delivered or mailed hereunder by notice in accordance herewith to the other party. 6. All the covenants and provisions of this Agreement by or for the benefit of Optionee or Optionor shall bind and inure to the benefit of their respective successors and assigns hereunder. 7. Applicable Law. -------------- This Agreement shall be deemed to be a contract made under the laws of the State of Colorado and for all purposes shall be construed in accordance with the laws of said state. 8. In the event legal action is necessary to enforce this Agreement, the prevailing party shall be entitled to an award of all its reasonable attorney's fees and costs incurred in connection with enforcement of this Agreement. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed, all as of the day and year first above written. OPTIONEE: OPTIONOR: /s/Jon Nix /s/Farrald Belote - -------------------------------- ------------------------------- Jon Nix Farrald Belote /s/Arlene Belote ------------------------------- Arlene Belote -----END PRIVACY-ENHANCED MESSAGE-----