UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

For the quarterly period ended September 30, 2015

Commission File Number: 53915

SABLE NATURAL RESOURCES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	84-1080045
(State or other jurisdiction of  incorporation or organization)	(I.R.S. Employer  Identification No.)

12222 Merit Drive, Suite 1850 Dallas, Texas	75251
(Address of principal executive offices)	(Zip Code)

972-770-4700

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. 

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨  No x

As of October 31, 2015 the registrant had 36,296,402 shares of common stock outstanding.

TABLE OF CONTENTS

		Page
PART I
FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements:
	Consolidated Balance Sheets as of September 30, 2015 and December 31, 2014	4
	Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2015 and 2014	5
	Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2015 and 2014	6
	Consolidated Statement of Stockholders’ Equity (Deficit) for the Nine Months Ended September 30, 2015	7
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2015 and 2014	8
	Notes to Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 4.	Controls and Procedures	22
PART II
OTHER INFORMATION
Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3.	Defaults Upon Senior Securities	23
Item 4.	Mine Safety Disclosures	23
Item 5.	Other Information	23
Item 6.	Exhibits	23
Signatures		24

FORWARD-LOOKING STATEMENTS

The statements contained in all parts of this document relate to future events, including, but not limited to, any and all statements regarding future operations, financial results, business plans and cash needs and other statements that are not historical facts are forward looking statements.  When used in this document, the words “anticipate,” “budgeted,” “planned,” “targeted,” “potential,” “estimate,” “expect,” “may,” “project,” “believe” and similar expressions are intended to be among the statements that identify forward looking statements. Such statements involve known and unknown risks and uncertainties, including, but not limited to, those relating to the current economic and credit environment, the volatility of natural gas and oil prices, our dependence on our key personnel, factors that affect our ability to manage our growth and achieve our business strategy, technological changes, our significant capital requirements, our ability to continue as a going concern, the potential impact of government regulations and the taxation of the oil and gas industry, adverse regulatory determinations, litigation, competition, availability of drilling, completion and production equipment and materials, business and equipment acquisition risks, weather, availability of financing and the terms of any such financing, financial condition of our industry partners, ability to obtain permits, drilling and completion of wells, infrastructure for salt water disposal, costs of exploiting and developing our properties and conducting other operations, the ability to obtain financing for drilling activities, competition in the oil and natural gas industry, developments in oil producing and natural gas producing countries, and other factors detailed herein. Some of the factors that could cause actual results to differ from those expressed or implied in forward-looking statements are described under “Risk Factors” and in our Form 10-K for the year ended December 31, 2014 filed with the U.S. Securities and Exchange Commission.  Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement and we undertake no obligation to update or revise any forward-looking statement.

3

PART I

Item 1.  Financial Statements

SABLE NATURAL RESOURCES CORPORATION

Consolidated Balance Sheets

	September 30, 2015 (Unaudited)			December 31, 2014
Assets
Current assets:
Cash and cash equivalents	$	113,302		$	205,999
Accounts receivable, net		33,995			117,833
Inventory		—			59,385
Prepaid expenses and other		2,500			91,480
Total current assets		149,797			474,697
Restricted cash		—			2,986,154
Property and equipment, net		11,761,684			11,665,160
Deferred financing costs		2,642,288			3,209,168
Deposits and other		269,126			262,697
Total assets	$	14,822,895		$	18,597,876
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	2,657,936		$	1,674,295
Accounts payable - related party		—			480,000
Accrued liabilities		213,179			414,567
Revenues payable		39,885			69,548
Debt - current portion		12,566,498			282,791
Total current liabilities		15,477,498			2,921,201
Other liabilities:
Debt		—			10,681,124
Note payable - related party		792,274			—
Accrued working interest		2,829,573			3,053,272
Derivative liabilities		124,575			617,125
Asset retirement obligation		1,317,513			1,284,771
Total liabilities		20,541,433			18,557,493
Commitments and contingencies
Mezzanine equity:
Preferred stock, Series A convertible, $0.001 par value; and redemption value of $1,236,868 at September 30, 2015 and $3,724,004 at December 31, 2014		1,236,868			3,724,004
Stockholders’ equity (deficit):
Common stock, $0.001 par value; 200,000,000 shares authorized; 37,297,433 shares issued and 36,296,402 outstanding at September 30, 2015 and 36,158,542 shares issued and 35,157,501 outstanding at December 31, 2014		47,497			36,158
Additional paid-in capital		21,948,691			21,947,952
Treasury stock, at cost: 1,001,041 shares at September 30, 2014 and December 31, 2013		(1,860,233	)		(1,860,233	)
Accumulated deficit		(27,087,243	)		(23,807,498	)
Accumulated other comprehensive loss		—			—
Total stockholders’ equity (deficit)		(6,955,406	)		(3,683,621	)
Total liabilities and stockholders’ equity (deficit)	$	14,822,895		$	18,597,876

See accompanying Notes to Consolidated Financial Statements

4

SABLE NATURAL RESOURCES CORPORATION

Consolidated Statements of Operations

(Unaudited)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2015			2014			2015			2014
Revenues:
Land services and other	$	—		$	612		$	1,329			187,303
Oil and gas sales		150,266			124,833			680,371			332,661
Sale of oil and gas interests		—			15,710			—			62,262
Total revenues		150,266			141,155			681,700			582,226
Operating expenses:
Oil & gas lease operating expenses		185,625			31,889			1,038,941			98,890
Exploration		—			21,693			39,624			52,643
Depreciation, depletion, and amortization		301,106			17,639			1,039,088			45,213
Selling, general, and administrative expenses		218,509			772,069			1,241,218			1,574,109
Loss on sale of assets, net		(8,387	)		—			51,613			-
Impairment loss		—			—			136,684			-
Total operating expenses		696,853			843,290			3,547,168			1,770,855
Income (loss) from operations		(546,587	)		(702,135	)		(2,865,468	)		(1,188,629	)
Other income (expense):
Interest and dividend income		—			79			129			234
Interest expense		(782	)		(54,082	)		(567,893	)		(172,952	)
Deferred financing cost amortization		—			—			(566,880	)		-
Change in value of accrued working interest		—			—			223,699			-
Change in fair value of derivative liabilities		—			—			492,550			-
Total other expense		(782	)		(54,003	)		(418,395	)		(172,718	)
Income (loss) before income taxes		(547,369	)		(756,138	)		(3,283,863	)		(1,361,347	)
Income tax benefit (provision)		—			—			—			-
Net income (loss)		(547,369	)		(756,138	)		(3,283,863	)		(1,361,347	)
Basic and diluted earnings per share:
Net income (loss)	$	(0.02	)	$	(0.02	)	$	(0.09	)	$	(0.05	)
Weighted average shares outstanding
Basic and diluted		35,742,471			34,879,168			35,354,634			29,824,534

See accompanying Notes to Consolidated Financial Statements

5

SABLE NATURAL RESOURCES CORPORATION

Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2015			2014			2015			2014
Net income (loss) to common stockholders	$	(547,369	)	$	(756,138	)	$	(3,283,863	)	$	(1,361,347	)
Other comprehensive income (loss)		—			—			—			—
Comprehensive income (loss) to common stockholders	$	(547,369	)	$	(756,138	)	$	(3,283,863	)	$	(1,361,347	)

See accompanying Notes to Consolidated Financial Statements

6

SABLE NATURAL RESOURCES CORPORATION

Consolidated Statement of Stockholders’ Equity (Deficit)

(Unaudited)

	Common Stock				Additional Paid-In		Treasury Stock					Accumulated			Accumulated Other Comprehensive		Non-Controlling
	Shares		Amounts		Capital		Shares		Amounts			Deficit			Income		Interest		Total
Balance at December 31, 2014		36,158,542		36,158	$	21,947,952		1,001,041	$	(1,860,233	)	$	(23,807,498	)	$	—	$	—	$	(3,683,621	)
Share based compensation		1,138,901		11,339		739														12,078
Comprehensive loss:
Net loss													(3,283,863	)						(3,283,863	)
Comprehensive loss to common stockholders																				(3,283,863	)
Balance at September 30, 2015		37,297,443		47,497		21,948,691		1,001,041		(1,860,233	)		(27,091,361	)		—		—	$	(6,955,406	)

See accompanying Notes to Consolidated Financial Statements

7

SABLE NATURAL RESOURCES CORPORATION

Consolidated Statements of Cash Flows

(Unaudited)

	For the Nine Months Ended September 30,
	2015			2014
Cash flows from operating activities:
Net Loss		(3,283,863	)		(1,361,347	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation, depletion, and amortization		1,006,346			45,213
Share-based compensation		12,078			8,070
Share-based interest payments		—			11,249
Accretion of discount on asset retirement obligations		32,742			—
Amortization of debt discount		123,819			51,202
Amortization of deferred financing fees		566,880			—
Change in accrued working interest liability		(223,699	)		—
Change in fair value of derivative liabilities		(492,550	)		—
(Gain) loss on sale of oil and gas interest		—			(32,970	)
(Gain) loss on sale of assets		51,614			—
Impairment loss		136,685			—
Change in working capital:
Accounts receivable		83,838			(188,998	)
Inventories		59,385			—
Prepaid expenses and other		82,551			62,178
Accounts payable		983,641			482,893
Accrued expenses		(201,388	)		—
Other liabilities		(29,663	)		(7,761	)
Net cash provided by operating activities		(1,091,584	)		(930,271	)
Cash flows from investing activities:
Earnest money paid on property acquisiton		—			(968,663	)
Proceeds from sale of oil and gas properties		—			89,028
Proceeds from sale of assets		144,859			—
Investments in oil and gas properties		(1,376,028	)		(384,198	)
FDF indemnity claim		(60,000	)		—
Restricted cash		(50	)		(234	)
Net cash provided by (used in) investing activities		(1,291,219	)		(1,264,067	)
Cash flows from financing activities:
Issuance of 13% secured notes		1,675,000			—
Issuance of 12% convertible debentures		—			1,375,000
Proceeds from issuance of common stock		—			1,001,738
Release of escrow		2,986,204			—
Redemption of Series A convertible preferred stock		(2,487,136	)		—
Borrowings from related party		312,274			—
Borrowings under notes payable		—			200,000
Payments on notes payable		(196,236	)		(350,398	)
Net cash used in financing activities		2,290,106			2,226,340
Net increase (decrease) in cash and cash equivalents		(92,697	)		32,002
Cash and cash equivalents at beginning of period		205,999			93,728
Cash and cash equivalents at end of period		113,302			125,730

See accompanying Notes to Consolidated Financial Statements

8

SABLE NATURAL RESOURCES CORPORATION

Notes to Consolidated Financial Statements

(Unaudited)

NOTE 1. Summary of Significant Accounting Policies

General

Sable Natural Resources Corporation (“Sable”) is an independent oil and gas company focused on the acquisition and exploitation of unconventional liquids rich gas and oil reserves in the Fort Worth Basin. The company's strategy is to increase production and expand oil and gas reserves through unconventional recompletions and restimulations of existing conventional wells and the drilling of low risk, high rate-of-return gas and oil wells.

Sable and subsidiaries are collectively referred to herein as the "Company,” “we,” “us,” and “our.”

Basis of Presentation

The consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information.  These financial statements include the accounts of Sable and entities in which it holds a controlling interest.  All intercompany accounts and transactions have been eliminated in consolidation.  Certain prior-period amounts have been reclassified to conform to the current year classification.

The interim financial data as of September 30, 2015 and for the nine months ended September 30, 2015 and 2014 is unaudited; in the opinion of management, the interim data includes all adjustments, consisting only of normal recurring adjustments, necessary to a fair statement of the results for the interim periods.  The consolidated results of operations for the nine months ended September 30, 2015 and 2014 are not necessarily indicative of the results to be expected for the full year.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).  Accordingly, these financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto as filed in our Annual Report on Form 10-K for the year ended December 31, 2014.  Due to time and financial constraints, these financial statements have not been reviewed by our independent auditors.

Liquidity

We cannot be certain that our existing sources of cash will be adequate to meet our liquidity requirements, including cash requirements that may be due under existing debt obligations as well as amounts due to our vendors in the normal course of business. Our subsidiary, Sable Operating Company has filed for Chapter 11 bankruptcy. For the nine months ended September 30, 2015, we incurred a net loss of $3,283,863, and have an accumulated deficit totaling $27,087,243, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing from shareholders or other sources to meet its obligations and repay its liabilities arising from normal business operations when they come due.

We intend to seek substantial sources of liquidity. In addition, management has implemented plans to improve liquidity through cash flows generated from development of new business initiatives within the energy & natural resources industry and improvements to results from existing operations. We are currently in default on substantially all of our debt obligations, and are seeking ways to restructure the company to satisfy our creditors. There can be no assurance that we will be successful with our plans or that our results of operations will materially improve in either the short-term or long-term and accordingly, we may be unable to meet our obligations as they become due.

9

SABLE NATURAL RESOURCES CORPORATION

Notes to Consolidated Financial Statements

(Unaudited)

A fundamental principle of the preparation of financial statements in accordance with generally accepted accounting principles is the assumption that an entity will continue in existence as a going concern, which contemplates continuity of operations and the realization of assets and settlement of liabilities occurring in the ordinary course of business. This principle is applicable to all entities except for entities in liquidation or entities for which liquidation appears imminent. In accordance with this requirement, our policy is to prepare our consolidated financial statements on a going concern basis unless we intend to liquidate or have no other alternative but to liquidate. Our consolidated financial statements have been prepared on a going concern basis and do not reflect any adjustments that might specifically result from the outcome of this uncertainty.

Restricted cash

On May 4, 2012, (the “Closing Date”), we entered into an agreement with a third party, FDF Resources Holdings LLC (the” Purchaser”), which resulted in the sale of 100% of the outstanding interests of FDF. The total consideration for the sale was $62.5 million. In accordance with the Merger Agreement, $6,250,000 of the total consideration was set aside to be held in escrow. The funds held in escrow were subject to distribution in accordance with terms set forth in the Merger Agreement. As of December 31, 2014 the balance of $2,986,154 remained for redemption of the Series A convertible preferred stock after May 4, 2015, less any future claims asserted by the buyer pursuant to the terms of the escrow agreement and vetted by Sable, along with direct costs and third party legal fees associated with preserving the escrow fund incurred by Sable.

On May 4, 2015 a final claim of $60,000 was presented by the buyer and was vetted by Sable. The remaining escrow balance of $2,926,204 was released to Sable and after reimbursement of $173,479 for legal fees and direct costs, $2,752,725 was available for distribution to the Series A convertible preferred stockholders. As of September 30, 2015 a total of $2,487,136 had been redeemed.

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make informed judgments and estimates that affect the reported amounts of assets, liabilities, revenues, and expenses. Management evaluates its estimates and related assumptions regularly, including those related to proved reserves; the value of properties and equipment; goodwill; intangible assets; asset retirement obligations; litigation liabilities; environmental liabilities; pension assets, liabilities, and costs; income taxes; and fair values. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates.

Earnings Per Common Share

Basic earnings per share amounts have been computed based on the average number of shares of common stock outstanding for the period. Diluted earnings per share is calculated using the treasury stock method to reflect the potential dilution that could occur if dilutive share-based instruments were exercised. There is no dilution effect on earnings due to the net loss for the period, however the Company has the following potentially dilutive securities outstanding:

	September 30, 2015
Warrants		11,892,440
Stock Options		745,000
Restricted Stock		763,333
Series A Convertible Preferred Stock		1,367,673
		14,768,446

10

SABLE NATURAL RESOURCES CORPORATION

Notes to Consolidated Financial Statements

(Unaudited)

NOTE 2. PROPERTY AND EQUIPMENT

Property and equipment, which includes our oil and gas properties at September 30, 2015 and December 31, 2014 consist of the following: 

	September 30, 2015			December 31, 2014
Oil and gas properties:
Proved		12,701,831			11,462,488
Unproved		345,557			440,557
Furniture, fixtures, and equipment		225,247			359,931
Total property and equipment		13,272,635			12,262,976
Accumulated DD&A		(1,510,951	)		(597,816	)
Property and equipment, net	$	11,761,684		$	11,665,160

11

SABLE NATURAL RESOURCES CORPORATION

Notes to Consolidated Financial Statements

(Unaudited)

NOTE 3. DERIVATIVE LIABILITIES

At September 30, 2015, we had two derivative liabilities on our consolidated balance sheet related to the warrants issued to the holders of the Company’s Series A Convertible Preferred Stock and the 13% Secured Notes.  The agreements setting forth the terms of the warrants includes an anti-dilution provision that requires a reduction in the instrument’s exercise price should subsequent at-market issuances of the Company’s common stock be issued below the instrument’s original exercise price per share.  Accordingly, we consider the warrants to be a derivative.  The activity for the nine months ended September 30, 2015 for these derivatives is as follows:

	Series A Preferred Stock - warrants			13% Secured Note - warrants			Total
December 31, 2014		33,300			583,825			617,125
Change in fair value of derivative liabilities		(33,300	)		(459,250	)		(492,550	)
September 30, 2015		—			124,575			124,575

12

SABLE NATURAL RESOURCES CORPORATION

Notes to Consolidated Financial Statements

(Unaudited)

NOTE 4. DEBT

A summary of our outstanding debt obligations as of September 30, 2015 and December 31, 2014 is presented as follows: 

	September 30, 2015			December 31, 2014
13.0% Secured Notes	$	11,325,000		$	9,650,000
12.0% Convertible Debentures		1,950,000			1,950,000
Francis Promissory Note (non-interest bearing)		183,333			225,000
Strasburger Promissory Note (non-interest bearing)		91,242			105,642
5.5% Insurance Financing		—			68,203
7.5% Secured Equipment Loans		65,888			137,855
Total debt	$	13,615,463		$	12,136,700
Discount - 13% Secured Notes - warrants		(924,989	)		(1,023,508	)
Discount - 12% Convertible Debentures - warrants		(88,908	)		(97,760	)
Discount - Francis Note - interest		(28,557	)		(42,835	)
Discount - Strasburger Note - interest		(6,511	)		(8,682	)
Total debt net of discount	$	12,566,498		$	10,963,915
Less: current maturities		(12,566,498	)		(282,791	)
Total long-term debt		-		$	10,681,124
Debt maturities are as follows:
2015		12,566,498			729,345
2016		—			3,887,200
2017		—			7,467,001
2018		—			28,312
2019		—			24,842
		12,566,498			12,136,700

The Company is in default on all debt obligations except the 7.5% secured equipment loans. Accordingly, no interest has been accrued at September 30, 2015 and all debt has been classified as current.

On June 18, 2015 the Company entered into a note payable to Cory Hall, former President and COO to secure advances made to purchase the Panther Creek property and to fund operations. The note is secured by the Company’s non-operated properties and bears interest at prime +.75% and matures June 18, 2017. The balance of this note is $792,274 as of September 30, 2015. RKJ Holdings LLC, an entity owned by Cory Hall held $3,000,000 and $2,250,000 of the 13% Secured Notes as of September 30, 2015 and December 30, 2014, respectively.

On July 8, 2015 Sable Operating Company received a notice of default and intent to accelerate that certain loan agreement originally dated October 14, 2014 from the holders of the 13% Secured Notes. The notice specifies three events of default; mineral contractor’s lien affidavits having been filed by three vendors, failure to make the required note payment due April 15, 2015 to RKJ Holdings, LLC (a related party controlled by the company’s former President and COO, Cory R. Hall), and failure to maintain the lease in good repair and operating condition due to numerous shut-in wells. The Secured Note holders were due quarterly interest payments on July 15 and October 15, 2015 that have not been paid as well.

On August 6, 2015 Sable Operating Company received notice of acceleration and foreclosure sale on September 1, 2015 from the holders of the 13% Secured notes. The Company remains in default on substantially all of its debt obligations. On August 28, 2015 Sable Operating Company filed for Chapter 11 bankruptcy protection.

13

SABLE NATURAL RESOURCES CORPORATION

Notes to Consolidated Financial Statements

(Unaudited)

NOTE 5. COMMITMENTS AND CONTINGENCIES

Leases

The Company leases office space and office equipment under non-cancelable operating leases which provide for minimum annual rentals.  At September 30, 2015, future minimum obligations under these lease agreements are as follows:

2015	$	20,717
2016		71,825
2017		13,542
2018		3,386
Thereafter		—
	$	109,470

Total lease rental expense for the nine months ended September 30, 2015 and 2014 was $98,172 and $69,845 respectively. 

Litigation

We may become involved from time to time in litigation on various matters, which are routine to the conduct of our business.  We believe that none of these actions, individually or in the aggregate, will have a material adverse effect on our financial position or operations, although any adverse decision in these cases, or the costs of defending or settling such claims, could have a material adverse effect on our financial position, operations, and cash flows.

NOTE 6. STOCKHOLDERS’ EQUITY

Warrants

The fair value of our warrants is determined using the Black-Scholes option pricing model and the Monte Carlo simulation.  The expected term of each warrant is estimated based on the contractual term or an expected time-to-liquidity event.  The volatility assumption is estimated based on expectations of volatility over the term of the warrant as indicated by implied volatility.  The risk-free interest rate is based on the U.S. Treasury rate for a term commensurate with the expected term of the warrant.

A summary of warrant activity for the nine months ended September 30, 2015 and 2014 is as follows:

	Nine Months Ended September 30,
	2015				2014
	Warrants		Weighted Average Exercise Price		Warrants		Weighted Average Exercise Price
Outstanding at beginning of period		10,971,190	$	0.84		4,748,690	$	1.18
Issued		921,250		0.50		75,000		0.75
Adjustment for WayPoint Warrant		—		—		—		—
Exercised		—		—		—		—
Forfeited or expired		—		—		—		—
Outstanding at end of period		11,892,440		0.77		4,823,690		1.17

14

SABLE NATURAL RESOURCES CORPORATION

Notes to Consolidated Financial Statements

(Unaudited)

The following table shows the weighted average assumptions used in the Monte Carlo simulation of the fair value of the warrants issued in the nine months ended September 30, 2015:

Expected dividend yield	—%
Volatility	176.63 %
Risk-free interest rate	1.07 %
Expected life	1.59 Years
Fair value on grant date	$0.0800

NOTE 7. STOCK BASED COMPENSATION

In November 2012, the Board of Directors adopted the 2013 Equity Incentive Plan for the purpose of attracting and retaining the services of key employees, consultants, and non-employee members of the Board of Directors and to provide such persons with a proprietary interest in the Company through the granting of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, and/or other awards.

Stock Options

We utilize the Black-Scholes option pricing model to measure the fair value of stock options granted to employees and directors. Forfeitures are recognized as a reversal of expense of any unvested amounts in the period incurred.

The following table summarizes our stock option activity for the nine months ended September 30, 2015:

	Number of Shares		Weighted Average Exercise Price Per Share		Weighted Average Grant Date Fair Value Per Share		Weighted Average Remaining Contractual Term
Balance, December 31, 2014		745,000	$	0.15	$	0.31		9.5
Granted		—	$	—	$	—
Exercised		—	$	—	$	—
Canceled / Forfeited		625,000	$	0.10	$	0.33
Balance, September 30, 2015		120,000	$	0.42	$	0.19		7.48
Options exercisable at September 30, 2015		80,000	$	0.42	$	0.19		7.48

Restricted stock

Restricted stock awards are awards of common stock that are subject the restrictions on transfer and to a risk of forfeiture if the awardee terminates employment with the Company prior to the lapse of the restrictions.  The fair value of such stock was determined using the closing price on the grant date and compensation expense is recorded over the applicable vesting periods.  Forfeitures are recognized as a reversal of expense of any unvested amounts in the period incurred.

15

SABLE NATURAL RESOURCES CORPORATION

Notes to Consolidated Financial Statements

(Unaudited)

The following table summarizes our restricted stock activity for the nine months ended September 30, 2015

	Shares			Wtd Avg Grant-Date Fair Value
Nonvested, December 31, 2014		946,667		$	0.12
Granted		1,000,000		$	0.03
Vested		(1,143,333	)	$	0.04
Canceled / Forfeited		(616,667	)	$	0.33
Nonvested, September 30, 2015		763,333		$	0.29

NOTE 8. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Our financial instruments include cash and cash equivalents, accounts receivable, marketable securities, accounts payable, derivative liabilities, and long-term debt. Because of their short maturity, the carrying amounts of cash and cash equivalents, accounts receivable, and accounts payable approximate fair value.  The carrying value of certain long-term debt instruments approximates fair value since these instruments bear market rates of interest. Additional non-interest bearing long-term instruments have been reduced by a market interest rate. They approximate fair value as a result of this imputed interest.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.  Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs.  We utilize a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable.

• Level 1 — Quoted prices in active markets for identical assets or liabilities.  These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets.

• Level 2 — Quoted prices for similar assets and liabilities in active markets; quoted prices included for identical or similar assets and liabilities that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.  These are typically obtained from readily-available pricing sources for comparable instruments.

• Level 3 — Unobservable inputs, where there is little or no market activity for the asset or liability.  These inputs reflect the reporting entity’s own beliefs about the assumptions that market participants would use in pricing the asset or liability, based on the best information available in the circumstances.

As discussed in Note 3, we consider the warrants issued to the holders of the Company’s 13% Secured Notes and the Series A Convertible Preferred Stock to be derivatives, and, as a result, the fair value of the derivative liabilities are reported on the accompanying consolidated balance sheets.  We value the derivative liabilities using a Monte Carlo simulation, which contains significant unobservable, or Level 3, inputs.  The use of valuation techniques requires us to make various key assumptions for inputs into the model, including assumptions about the expected behavior of the instruments’ holders and expected future volatility of the price of our common stock.  At certain common stock price points within the Monte Carlo simulation, we assume holders of the instruments will convert into shares of our common stock.

16

SABLE NATURAL RESOURCES CORPORATION

Notes to Consolidated Financial Statements

(Unaudited)

Financial assets and liabilities measured at fair value on a recurring basis are summarized below:

September 30, 2015	Carrying Amount		Level 1		Level 2		Level 3
Derivative liabilities	$	124,575	$	—	$	—	$	124,575

September 30, 2014	Carrying Amount		Level 1		Level 2		Level 3
Derivative liabilities	$	2,510	$	—	$	—	$	2,510

Included below is a summary of the changes in our Level 3 fair value measurements:

Balance, December 31, 2014	$	617,125
Change in derivative liabilities		(492,550	)
Balance, September 30, 2015	$	124,575
Balance, December 31, 2013	$	2,510
Change in derivative liabilities		—
Balance, September 30, 2014	$	2,510

NOTE 9. INCOME TAXES

Income tax provision for the nine months ended September 30, 2015 and 2014 was $0 and $0, respectively.  At September 30, 2015 and December 31, 2014 we have no deferred tax assets or liabilities included in the consolidated balance sheets.

The balance of the valuation allowance as of December 31, 2014 was $11,199,275.  The anticipated effective income tax rate is expected to continue to differ from the Federal statutory rate primarily due to the effect of state income taxes, permanent differences between book and taxable income, changes to the valuation allowance, and certain discrete items.

NOTE 10. SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Additional cash flow information was as follows for the nine months ended September 30, 2015 and 2014:

	2015		2014
Supplemental disclosures of cash flow information:
Total cash paid for interest	$	542,280	$	110,500
Total cash paid for taxes	$	—		—
Cash paid for interest — related party	$	—	$	—

	2015		2014
Supplemental disclosure of non-cash information:
Warrants issued	$	73,700	$	40,434

NOTE 11. SUBSEQUENT EVENTS

none.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the accompanying consolidated financial statements and the notes thereto.

Overview

Sable Natural Resources Corporation (“Sable”) is an independent oil and gas company focused on the acquisition and exploitation of unconventional liquids rich gas and oil reserves in the Fort Worth Basin. The company's strategy is to increase production and expand oil and gas reserves through unconventional recompletions and restimulations of existing conventional wells and the drilling of low risk, high rate-of-return gas and oil wells.

Sable and subsidiaries are collectively referred to herein as the "Company,” “we,” “us,” and “our.”

Results of Operations

Selected Data

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Financial Results
Revenues - Land Lease	$	—		$	612		$	1,329		$	187,303
Revenues - Oil and Gas sales		150,266			124,833			680,371			332,661
Revenues - Sale of oil and gas interests		—			15,710			—			62,262
Total revenues		150,266			141,155			681,700			582,226
Total operating expenses		696,853			843,290			3,547,168			1,770,855
Total other expense		(782	)		(54,003	)		(418,395	)		(172,718	)
Loss before income taxes		(547,369	)		(756,138	)		(3,283,863	)		(1,361,347	)
Income tax benefit (provision)		—			—			—			—
Net loss	$	(547,369	)	$	(756,138	)	$	(3,283,863	)	$	(1,361,347	)
Operating Results
Consolidated Adjusted EBITDAX(1)	$	(237,094	)	$	(662,724	)	$	(1,974,924	)	$	(1,090,539	)

(1)See Results of Operations—Adjusted EBITDAX for a description of Adjusted EBITDAX, which is not a U.S. Generally Accepted Accounting Principles (“GAAP”) measure, and a reconciliation of Adjusted EBITDAX to net loss, which is presented in accordance with GAAP.

Three months ended September 30, 2015 compared to the three months ended September 30, 2014

Revenues.  Revenues increased $9,111 for the three months ended September 30, 2015, compared to the prior year period. This was primarily due to an increase in revenues from oil & gas sales of $25,433 as our production volumes increased following our acquisition of the Panther Creek properties on October 15, 2014.

Oil & gas lease operating expenses.  Lease operating expenses increased significantly by $153,736 for the three months ended September 30, 2015 compared to three months ended September 30, 2014.  This was due to increased field operations following the acquisition of Panther Creek properties.

Exploration.  Exploration costs for the three months ended September 30, 2015 has decreased by $26,693 over the prior period due to expenditure reductions. 

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Depreciation, depletion, and amortization.  Depreciation, depletion, and amortization (“DD&A”) for the three months ended September 30, 2015, increased by $283,467 over the prior period due to the addition of the Panther Creek properties.

Selling, general, and administrative expenses.  Selling, general, and administrative (“SG&A”) expenses decreased $553,560 for the three months ended September 30, 2015 compared to the three months ended September 30, 2014.  This decrease was due to an overall initiative to reduce overhead during the period with management layoffs and closing of the Midland office.

Interest expense.  Interest expense decreased $53,300 for the three months ended September 30, 2015 compared to the prior year period primarily due to the suspension of interest accruals on the 13% Secured Notes and the 12% convertible debentures as the Company has been unable to make the required interest payments and is now in default on these debt obligations. 

Income tax benefit (provision).  The income tax benefit (provision) for the three months ended September 30, 2015 and 2014 of $0 and $0, respectively, is the result of utilizing existing and current net operating losses to offset taxable income generated by our oil and gas segment. 

Nine months ended September 30, 2015 compared to the nine months ended September 30, 2014

Revenues.  Revenues increased $99,474 for the nine months ended September 30, 2015, compared to the prior year period. This was primarily due to an increase in revenues from oil & gas sales of $347,710 as our production volumes increased following our acquisition of the Panther Creek properties on October 15, 2014. This increase was partially offset by a decrease in land lease revenues of $185,974 and a decrease in the sale of oil and gas interests of $62,262.  We anticipate revenues from land services and sale of oil and gas interests will decrease over time as we continue to focus on operating Panther Creek.  

Oil & gas lease operating expenses.  Lease operating expenses increased significantly by $940,051 for the nine months ended September 30, 2015 compared to nine months ended September 30, 2014.  This was due to increased field operations following the acquisition of Panther Creek properties.

Exploration.  Exploration costs for the nine months ended September 30, 2015 has decreased by $13,019 over the prior period due to cash and expenditure cut backs. 

Depreciation, depletion, and amortization.  Depreciation, depletion, and amortization (“DD&A”) for the nine months ended September 30, 2015, increased by $993,875 over the prior period due to the addition of the Panther Creek properties.

Selling, general, and administrative expenses.  Selling, general, and administrative (“SG&A”) expenses decreased $332,891 for the nine months ended September 30, 2015 compared to the nine months ended September 30, 2014.  This decrease was due to an overall initiative to reduce overhead at the end of the period with management layoffs and closing of the Midland office.

Interest expense.  Interest expense increased $394,941 for the nine months ended September 30, 2015 compared to the prior year period primarily due to the addition of the 13% Secured Notes and the 12% convertible debentures.  Interest expense was $567,893 for the nine months ended September 30, 2015 compared to $172,952 for the same period in the prior year. The increase was partially offset by the suspension of interest accruals on the 13% Secured Notes and the 12% convertible debentures at the end of the period as the Company has been unable to make the required interest payments and is now in default on these debt obligations. 

 Income tax benefit (provision).  The income tax benefit (provision) for the nine months ended September 30, 2015 and 2014 of $0 and $0, respectively, is the result of utilizing existing and current net operating losses to offset taxable income generated by our oil and gas segment. 

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Adjusted EBITDAX

To assess the continuing operating results of our business, our chief operating decision maker analyzes net income (loss) before income taxes, interest expense, DD&A, exploration, impairments, gains or losses resulting from the sale of assets or resolution of commercial disputes, changes in fair value attributable to derivative liabilities, and discontinued operations (“Adjusted EBITDAX”).  Our definition of Adjusted EBITDAX, which is not a GAAP measure, excludes interest expense to allow for assessment of segment operating results without regard to our financing methods or capital structure.  Similarly, DD&A, exploration and impairments are excluded from Adjusted EBITDAX as a measure of our operating performance because capital expenditures are evaluated at the time capital costs are incurred.  In addition, changes in fair value attributable to derivative liabilities and the accretion of preferred stock liability are excluded from Adjusted EBITDAX since these unrealized (gains) losses are not considered to be a measure of asset-operating performance. Management believes that the presentation of Adjusted EBITDAX provides information useful in assessing the Company’s financial condition and results of operations and that Adjusted EBITDAX is a widely accepted financial indicator of a company’s ability to incur and service debt, fund capital expenditures and make distributions to stockholders.

Adjusted EBITDAX, as we define it, may not be comparable to similarly titled measures used by other companies. Therefore, our consolidated Adjusted EBITDAX should be considered in conjunction with net income (loss) and other performance measures prepared in accordance with GAAP, such as operating income or cash flow from operating activities. Adjusted EBITDAX has important limitations as an analytical tool because it excludes certain items that affect net income (loss) and net cash provided by operating activities.  Adjusted EBITDAX should not be considered in isolation or as a substitute for an analysis of our results as reported under GAAP.  Below is a reconciliation of consolidated Adjusted EBITDAX to consolidated net income (loss) to common stockholders as reported on our consolidated statements of operations.

Reconciliation of Adjusted EBITDAX to GAAP Net Loss:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Net loss		(547,369	)		(756,138	)	$	(3,283,863	)	$	(1,361,347	)
Interest expense		782			54,082			567,893			172,952
DD&A		301,106			17,639			1,039,088			45,213
Exploration		—			21,693			39,624			52,643
Deferred financing cost amortization		—			—			566,880			—
Change in value of accrued working interest		—			—			(223,699	)		—
Change in fair value of derivative liabilities		—			—			(492,550	)		—
Gain (loss) on disposal at assets		8,837			—			(51,613	)		—
Impairment loss		—			—			(136,684	)		—
Consolidated Adjusted EBITDAX		(237,094	)		(662,724	)	$	(1,974,924	)	$	(1,090,539	)

Liquidity and Capital Resources

Our working capital needs have historically been satisfied through operations, equity and debt investments from private investors, loans with financial institutions, and through the sale of assets.  Historically, our primary use of cash has been to pay for acquisitions and investments, service our debt, and for general working capital requirements.  As of September 30, 2015, we have cash and cash equivalents totaling $113,302, and negative working capital of $(14,673,098).

We do not currently generate sufficient cash flow from operations, and so we are continuing to raise additional capital through equity and/or debt financings to support and expand our drilling activities until such time as we can fully implement our plan of future operations and generate sufficient cash flow. We are currently in default on substantially all of our debt obligations, and our operating subsidiary has filed for Chapter 11 bankruptcy seeking ways to restructure the Company to satisfy our creditors.

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Cash Flows

The following table summarizes our cash flows and has been derived from our unaudited financial statements for the nine months ended September 30, 2015 and 2013.

	Nine Months Ended September 30,
	2015			2014
Cash flow provided by (used in) operating activities		(1,091,584	)		(930,271	)
Cash flow provided by (used in) investing activities		(1,291,219	)		(1,264,067	)
Cash flow provided by (used in) financing activities		2,290,106			2,226,340
Net increase (decrease) in cash and cash equivalents		(92,697	)		32,002
Beginning cash and cash equivalents		205,999			93,728
Ending cash and cash equivalents	$	113,302		$	125,730

Cash flows used in operating activities increased for the nine months ended September 30, 2015 by $161,313 compared to cash flows from operating activities For the nine months ended September 30, 2014. This increase was mainly due to LOE costs associated with the Panther Creek properties.

Cash flows used in investing activities for the nine months ended September 30, 2015 increased by $27,152 compared to the nine months ended September 30, 2014.  The change is primarily due to an $991,830 increase in cash outflows used in the investment in oil & gas properties offset by a decrease of $968,663 in earnest money paid for property acquisition.

Cash flows provided by financing activities increased by $63,766 for the nine months ended September 30, 2015 which is due to an increase in issuance of 13% secured notes, release of escrow and borrowings from related party offset by a decrease in issuance of 12% convertible debentures and proceeds from issuance of common stock compared to the nine months ended September 30, 2014.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that are reasonably likely to have a material current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources.

Critical Accounting Policies

Preparation of our consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses.  We believe the most complex and sensitive judgments, because of their significance to the Consolidated Financial Statements, result primarily from the need to make estimates about the effects of matters that are inherently uncertain.  Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 2 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2014, describe the significant accounting estimates and policies used in preparation of the Consolidated Financial Statements.  Actual results in these areas could differ from management’s estimates.  Other than the clarification to our revenue recognition policy described below, there have been no significant changes in our critical accounting estimates and policies during the nine months ended September 30, 2015.

Revenue Recognition

Revenues from the sales of natural gas and crude oil are recorded when product delivery occurs and title and risk of loss pass to the customer, the price is fixed or determinable, and collection is reasonably assured. The Company uses the sales method of accounting for oil and gas revenues. Under this method, revenues are recognized based on the actual volumes of gas and oil sold to purchasers. The volume sold may differ from the volumes the Company may be entitled to, based on the Company's individual interest in the property. Periodically, imbalances between production and nomination volumes can occur for various reasons. In cases where imbalances have occurred, a production imbalance receivable or liability will be recorded when determined. If an imbalance exists at the time the wells’ reserves are depleted, settlements are made among the joint interest owners under a variety of arrangements.

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Revenues from land services are recorded when title work is completed and the customer has been invoiced for services provided. Revenues from the sale of interests in oil and gas properties are recorded once a formal agreement has been reached and the agreement has been consummated through the exchange of consideration.

• Land services revenue - Land services revenues consist of fees generated from analyzing land and mineral title reports, leasehold title analysis and reports, land title runsheets, sourcing, negotiating and acquiring leases, document preparation and performing title curative functions. Such revenues had previously been reported as Other revenues on the consolidated statements of operations. Sable provides land services to its customers by identifying the landowners and performing various land services identified above. The buyer (Sable’s customer) pays the landowner directly for the undeveloped lease acreage. Sable does not take title to the leasehold acreage and the buyer’s purchase from the landowner is non-recourse. For its services, Sable receives fees directly from its customer for services provided for clearing title, etc., generally based on a per acre amount. There is no substantial performance obligation or a retained interest by Sable as we do not obtain an interest in the leasehold acreage (not a conveyance of interests).

• Sale of oil and gas interests - As there is a very competitive market to purchase oil and gas lease interests, especially in newer oil and gas plays with increasing acreage costs, Sable may purchase undeveloped leasehold acreage from landowners and take title to the leasehold. However, holding the leasehold acreage is generally short term in nature (less than 90 days) as we only acquire the undeveloped property when an identified customer has already agreed to the 100% re-purchase of the leasehold acreage from Sable. Accordingly, we do not acquire the leasehold acreage on a speculative basis nor for our own development. There is no substantial performance obligation or retained interest by Sable as all land services have been performed and Sable sells 100% of the leasehold interest. The difference between the sale price and the amount (cost) paid for the lease by Sable is recognized as a gain on sale in accordance with ASC 932-360-55-8. Such gains are not deemed to be incidental or peripheral transactions as providing land services and facilitating the purchase of oil and gas leasehold interest for its customers are transactions that are part of Sable’s principal ongoing operations, thus reported within the Company’s revenues.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The information is not required under Regulation S-K for “smaller reporting companies.”

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our management performed an evaluation of the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in reports it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and to ensure that the information required to be disclosed by us in reports that we file under the Securities Exchange Act of 1934 is accumulated and communicated to the Company’s management, including the principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, management has concluded that the Company’s disclosure controls and procedures are not effective as of September 30, 2015.

Changes in Internal Control Over Financial Reporting

No changes in our internal control over financial reporting were made during the nine months ended September 30, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

22

PART II

Item 1. Legal Proceedings

At September 30, 2015, the Company was a party to lawsuits that were incurred in the normal course of business, none of which individually or in the aggregate is considered material by management in relation to the Company’s financial position or results of operations.  In management’s opinion, the Company’s consolidated financial statements would not be materially affected by the outcome of these legal proceedings, commitments, or asserted claims.

Item 1A. Risk Factors

There have been no material changes in the Company’s risk factors from those disclosed in Part I, Item 1A, Risk Factors, in the Company’s Form 10-K for the year ended December 31, 2014.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

13% Secured Notes

On October 15, 2014, the Company completed the acquisition of 19,881 acres held by production in the Fort Worth Basin at a purchase price of $9,500,000 from Upham Oil & Gas Co., L.P. of Mineral Wells, Texas. The acquisition was financed primarily by issuance of Secured Notes of $8,900,000; bearing interest at the rate of 13% per annum with a maturity in three years. In addition, each Secured Lender will receive (i) a pro rata share of a 3.0% overriding royalty interest effective at closing, (ii) on the date that the principal and interest on the Secured Notes is paid in full a record assignment of such Secured Lender's pro rata share of a 33.33% working interest.

Payment terms on the 13% Secured Notes are as follows: Interest only on each Note shall be due and payable quarterly in arrears commencing on January 15, 2015, and continuing on the fifteenth (15) day of each April, July, October, and January thereafter through April 15, 2016. Commencing on July 15, 2016, and continuing on the fifteenth (15) day of each October, January, April and July thereafter, principal and interest shall be due and payable quarterly based upon a fifteen (15) year amortization schedule. The unpaid principal balance, and all accrued and unpaid interest, shall be due and payable on the Maturity Date, October 15, 2017.

RKJ Holdings, LLC is one of the Lenders under the Loan Agreement as of October 14, 2014. RKJ Holdings, LLC is owned and managed by Mr. Cory R. Hall, the President and Chief Operating Officer of Sable and a member of the Sable Board of Directors. As a Lender, RKJ Holdings loaned Sable $2,850,000 at closing and an additional $150,000 during the three months ended March 31, 2015.

As of September 30, 2015 we had raised $11,325,000 under the 13% Secured Notes offering including warrants to purchase up to 6,228,750 shares of the Company's common stock.

The proceeds were used to acquire the Panther Creek property, begin remedial and recompletion operations along with general corporate overhead.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

None

Item 5. Other Information

None

Item 6. Exhibits

The exhibits set forth on the accompanying Exhibit Index have been filed as part of this Form 10-Q.

23

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Sable Natural Resources Corporation
	By:	/s/ Michael K. Galvis
		Michael K. Galvis
		Chief Executive Officer
November 12, 2015

24

EXHIBIT INDEX

Exhibit	Document
2.1	Agreement and Plan of Merger, dated as of May 4, 2012, by and among FDF Resources Holdings LLC, New Francis Oaks, LLC and NYTEX FDF Acquisition, Inc. (filed as Exhibit 2.1 to the Registrant’s Form 8-K filed May 10, 2012 and incorporated herein by reference)
3.1	Certificate of Incorporation of the Registrant, as amended (filed as Exhibit 3.1 to the Registrant’s Form 10-12G/A filed August 12, 2010 and incorporated herein by reference)
3.2	Bylaws of Registrant, as amended (filed as Exhibit 3.2 to the Registrant’s Form 10-12G/A filed August 12, 2010 and incorporated herein by reference)
4.1	Amended and Restated Certificate of Designation in respect of Senior Series A Redeemable Preferred Stock (filed as Exhibit 10.9 to the Registrant’s Form 8-K filed November 30, 2010 and incorporated herein by reference)
4.2	Amended and Restated Certificate of Designation in respect of Senior Series B Redeemable Preferred Stock (filed as Exhibit 10.10 to the Registrant’s Form 8-K filed November 30, 2010 and incorporated herein by reference)
4.3	Amended and Restated Certificate of Designation in respect of Series A convertible Preferred Stock (filed as Exhibit 4.3 to the Registrant’s Form 10-Q filed November 6, 2012 and incorporated herein by reference)
4.4	Amended and Restated Certificate of Designation in respect of Senior Series A Redeemable Preferred Stock (filed as Exhibit 10.9 to the Registrant’s Form 8-K filed November 30, 2010 and incorporated herein by reference)
4.5	Amended and Restated Certificate of Designation in respect of Senior Series B Redeemable Preferred Stock (filed as Exhibit 10.10 to the Registrant’s Form 8-K filed November 30, 2010 and incorporated herein by reference)
4.6	NYTEX Energy Holdings, Inc. 2013 Equity Incentive Plan (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 28, 2013 and incorporated herein by reference)
4.7	NYTEX Energy Holdings, Inc. Amendment No. 1 to 2013 Equity Incentive Plan (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with on February 7, 2013 and incorporated herein by reference)
10.1	Employment Agreement - Galvis (filed as Exhibit 10.1 to the Registrant's Form 10-K filed August 14, 2014 and incorporated herein by reference.
10.2	Employment Agreement - Hall  (filed as Exhibit 10.2 to the Registrant's Form 10-K filed August 14, 2014 and incorporated herein by reference.
10.3	NYTEX Energy Holdings, Inc. 2014 12% Convertible Debenture  (filed as Exhibit 10.3 to the Registrant's Form 10-K filed August 14, 2014 and incorporated herein by reference.
10.4	NYTEX Energy Holdings, Inc. 2014 Debenture Warrant  (filed as Exhibit 10.4 to the Registrant's Form 10-K filed August 14, 2014 and incorporated herein by reference.

25

10.5	Securities Purchase Agreement - Hall  (filed as Exhibit 10.5 to the Registrant's Form 10-K filed August 14, 2014 and incorporated herein by reference.
10.6	Form of Loan Agreement - 13% Secured Note (filed as Exhibit 10.1 to the Registrant's Form 8-K filed October 20, 2014 and incorporated herein by reference)
21	List of Subsidiaries of Registrant  (filed as Exhibit 21 to the Registrant's Form 10-K filed March 31, 2015 and incorporated herein by reference)
23.1	Consent of Whitley Penn LLP (filed as Exhibit 23.1 to the Registrant's Form 10-K filed March 31, 2015 and incorporated herein by reference)
31.1*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Chief Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certifications of Chief Executive Officer and Chief Accounting Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002***
101.INS**	XBRL Instance Document.
101.SCH**	XBRL Taxonomy Extension Schema.
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase.
101.DEF**	XBRL Taxonomy Extension Definition Linkbase.
101.LAB**	XBRL Taxonomy Extension Label Linkbase.
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase.

* Filed herewith

** Furnished herewith

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