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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2010 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 0-643 Corning Natural Gas Corporation (Exact name of registrant as specified in its charter) New York 16-0397420 (State or other jurisdiction of incorporation or organization) (I.R.S. employer Identification no.)
330 W. William St.
Corning, New York 14830
(Address of principal executive offices, including zip code)
(607) 936-3755
(Registrant's telephone number, including area code)
Securities registered pursuant to Section12(b) of the Act:
None
Securities registered pursuant to Section12(g) of the Act:
Common Stock, par value $5.00 per share
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act.
Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.Yes [ ] No [ ]
Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 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 if disclosure of delinquent filers pursuant to Item405 of Regulation S-K is not contained herein and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 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 [ ] 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.
Large accelerated Filer [ ] |
Accelerated Filer [ ] |
Non-Accelerated Filer [ ] |
Smaller Reporting Company [ X] |
Indicate by check mark whether the registrant is a shell company.Yes [ ]No [X]
The aggregate market value of the 630,458 shares of the Common Stock held by non-affiliates of the Registrant at the $24.50 average of bid and asked prices as of March 31, 2010 was $15,446,221.
Number of shares of Common Stock outstanding as of the close of business on December 1, 2010 - 1,148,628.
Explanation of Amendment
Corning Natural Gas Corporation is filing this Amendment No. 2 (the "Amendment") on Form 10-K/A to amend its Annual Report on Form 10-K/A for the year ended September 30, 2010 (the "Report") that was filed with the Securities and Exchange Commission on January 28, 2011 for the purpose of including Exhibits 31.1 and 31.2 which were not included with the original filing. This Amendment No. 2 does not reflect events after the date of the filing of the Report and does not modify or update disclosures made in the Report except to attach the exhibits that should have been attached.
Exhibits filed with this Amendment No. 2 on Form 10-K/A
31.1* Certification of the Chief Executive Officer and President pursuant to 17 CFR Section 240.13a-14
31.2* Certification of the Chief Financial Officer and Treasurer pursuant to 17 CFR Section 240.13a-1
Pursuant to the requirements of Section 13 or 15(d) 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.
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Corning Natural Gas Corporation (Registrant) |
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Date January 31, 2011 |
/s/ Firouzeh Sarhangi |
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By: Firouzeh Sarhangi, Chief Financial Officer and Treasurer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment No. 1 to Annual Report has been signed below by the following persons on behalf of the registrant and in the capacitated and on the dates indicated.
/s/ Michael I. German |
Chief Executive Officer, |
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Michael I. German |
President and Director |
January 31, 2011 |
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/s/ Firouzeh Sarhangi |
Chief Financial Officer and |
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Firouzeh Sarhangi |
Treasurer |
January 31, 2011 |
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/s/ Henry B. Cook, Jr. |
Chairman of the Board and |
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Henry B. Cook, Jr. |
Director |
January 31, 2011 |
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/s/ Ted W. Gibson |
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Ted W. Gibson |
Director |
January 31, 2011 |
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/s/ Joseph P. Mirabito |
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Joseph P. Mirabito |
Director |
January 31, 2011 |
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/s/ William Mirabito |
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William Mirabito |
Director |
January 31, 2011 |
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/s/ George J. Welch |
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George J. Welch |
Director |
January 31, 2011 |
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/s/ John B. Williamson III |
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John B. Williamson III |
Director |
January 31, 2011 |
Page 2.
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO
17 CFR SECTION 240.13a-14(a)
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I, Michael I. German, certify that:
1. I have reviewed this annual report on Form 10-K/A of Corning Natural Gas Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: January 31, 2011 /s/ Michael I. German |
Michael I. German, Chief Executive Officer and President (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO
17 CFR SECTION 240.13a-14(a)
I, Firouzeh Sarhangi, certify that:
1. I have reviewed this annual report on Form 10-K/A of Corning Natural Gas Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: January 31, 2011 /s/ Firouzeh Sarhangi |
Firouzeh Sarhangi, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) |