- Statement of Ownership (SC 13G)
March 04 2011 - 11:41AM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _______)*
NGAS Resources Inc.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
62912T103
(CUSIP Number)
February 24, 2011
(Date of Event Which Requires
Filing of This Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
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[ ]
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Rule 13d-1(b)
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[X]
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Rule 13d-1(c)
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[ ]
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Rule 13d-1(d)
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*The remainder of this cover page shall be filled out for a
reporting persons initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in 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).
Persons who respond to the collection of information
contained in this form are not required to respond unless the form displays a
currently valid OMB control number.
Page 1 of 8 pages
1.
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NAMES OF REPORTING PERSONS
MMCAP
INTERNATIONAL INC. SPC
I.R.S. Identification Nos. of above
persons (entities only).
N/A
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
2,646,524
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
2,646,524
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,646,524
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
[ ]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.005%
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12.
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TYPE OF REPORTING PERSON (See Instructions)
CO
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Page 2 of 8 pages
1.
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NAMES OF REPORTING PERSONS
MM ASSET MANAGEMENT INC.
I.R.S. Identification Nos. of above
persons (entities only).
N/A
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
2,646,524
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
2,646,524
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,646,254
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
[ ]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.005%
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12.
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TYPE OF REPORTING PERSON (See Instructions)
CO
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Page 3 of 8 pages
Item 1.
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(a) Name of Issuer
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NGAS Resources Inc.
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(b) Address of Issuers Principal Executive Offices
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120 Prosperous Place, Suite 201, Lexington, KY 40509
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Item 2.
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(a) Name of Person Filing
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MMCAP International Inc. SPC
(1)
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P.O. Box 32021 SMB, Admiral Financial Centre
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90 Fort Street
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Grand Cayman, Cayman Islands KY1-1208
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MM Asset Management Inc.
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120 Adelaide Street West
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Suite 2601
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Toronto, Ontario
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Canada M5H 1T1
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(b) Address of Principal Business Office or,
if none, Residence
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See Item 2(a)
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(c) Citizenship or Place of Organization
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MMCAP International Inc. SPC -- Cayman
Islands
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MM Asset Management Inc. Ontario, Canada
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(d) Title of Class of Securities
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Common Stock
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(e) CUSIP Number
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62912T103
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Item 3. If the statement is filed pursuant to §§ 240.13d
-1(b) or 240.13d -2(b) or (c), check whether the person filing is a:
(a)
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[ ]
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Broker or dealer registered under section 15 of the Act (15 U.S.C.
78c);
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c);
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(d)
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Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §
240.13d-1(b)(1)(ii)(F);
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___________________________________
(1)
MMCAP International Inc. SPC is a fund that is managed by MM Asset Management
Inc.
Page 4 of 8 pages
(g)
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[ ]
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A parent holding company or control person in
accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the
definition of an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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Group, in accordance with §
240.13d-1(b)(1)(ii)(J).
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Item 4. Ownership.
1.
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MMCAP International Inc. SPC
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(a)
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Amount beneficially owned:
2,646,524
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(b)
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Percent of class:
5.005%
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(c)
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Number of shares as to which the
person has:
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(i)
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Sole power to vote or to direct the vote
0
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(ii)
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Shared power to vote or to direct the vote
2,646,524
.
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(iii)
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Sole power to dispose or to direct the
disposition of
0.
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(iv)
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Shared power to dispose or to direct the
disposition of
2,646,524
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2.
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MM Asset Management Inc.
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(a)
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Amount beneficially owned:
2,646,524
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(b)
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Percent of class: 5.005% .
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(c)
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Number of shares as to which the
person has:
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(i)
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Sole power to vote or to direct the vote 0
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(ii)
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Shared power to vote or to direct the vote
2,646,524
.
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(iii)
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Sole power to dispose or to direct the
disposition of 0 .
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(iv)
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Shared power to dispose or to direct the
disposition of
2,646,524
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Item 5. Ownership of Five Percent or Less of a
Class.
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If this statement is being filed to
report the fact that as of the date hereof the reporting person has ceased to be
the beneficial owner of more than five percent of the class of securities, check
the following. [ ]
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
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Not applicable
Item 7.
Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on By the Parent
Holding Company.
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Not applicable
Page 5 of 8 pages
Item 8. Identification and Classification of Members of
the Group.
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Not applicable
Item 9. Notice of Dissolution of Group.
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Not applicable
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect.
Page 6 of 8 pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
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March
2, 2011
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Date
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MMCAP International Inc. SPC
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By:
/s/ Matthew MacIsaac
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Name/Title: Matthew MacIsaac, Director
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MM Asset Management Inc.
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By:
/s/ Hillel Meltz
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Name/Title: Hillel Meltz, President
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The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative other than an
executive officer or general partner of the filing person, evidence of the
representatives authority to sign on behalf of such person shall be filed with
the statement, provided however, that a power of attorney for this purpose which
is already on file with the Commission may be incorporated by reference. The
name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE:
Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits.
See
§ 240.13d -7 for other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)
Page 7 of 8 pages
EXHIBIT 1
The undersigned acknowledge and agree that the foregoing
statement on Schedule 13G is filed on behalf of each of the undersigned and that
all subsequent amendments to this statement on Schedule 13G shall be filed on
behalf of each of the undersigned without the necessity of filing additional
joint acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the others, except to the extent that he or it knows or has reason to
believe that such information is inaccurate.
Dated: March 2, 2011
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MMCAP International Inc. SPC
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By:
/s/ Matthew MacIsaac
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Name/Title: Matthew MacIsaac, Director
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MM Asset Management Inc.
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By:
/s/ Hillel Meltz
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Name/Title: Hillel Meltz, President
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Page 8 of 8 pages
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