sc13gza
 

     
 
OMB APPROVAL
  
 
OMB Number: 3235-0145
  
 
Expires: February 28, 2009
  
 
Estimated average burden hours per response...10.4
  
 


 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Corning Natural Gas Corporation (CNIG)
(Name of Issuer)
Common Stock
(Title of Class of Securities)
219381100
(CUSIP Number)
September 4, 2007
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     o Rule 13d-1(b)

     þ Rule 13d-1(c)

     o Rule 13d-1(d)

* 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 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).

 
 

Page 1 of 4 Pages

 

                     
CUSIP No.
  
219381100 
  

 

           
1   NAMES OF REPORTING PERSONS
Mitchell Partners, L.P., a California limited partnership
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  California
       
  5   SOLE VOTING POWER
     
NUMBER OF   77,828 shares (47,852 shares of common stock and 29, 976 currently exercisable warrants to purchase common stock)
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   Not applicable
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   77,828 shares (47,852 shares of common stock and 29, 976 currently exercisable warrants to purchase common stock)
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    Not applicable
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  77,828 shares (47,852 shares of common stock and 29, 976 currently exercisable warrants to purchase common stock)
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  7% of 1,112,182 outstanding shares (809,500 shares of common stock and 29,976 currently exercisable warrants) (assuming the exercise of all such warrants) based on information provided by Corning Natural Gas Corporation.
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  Mitchell Partners, L.P. - California limited partnership (PN)

Page 2 of 4 Pages

 

Corning Natural Gas Corporation (CNIG)
CUSIP Number: 219381100
(Form: SC 13G)

   Page 3 of 4
Item 1.
         
    (a)     Name of Issuer: Corning Natural Gas Corporation (CNIG)
 
        
 
  (b)     Address of Issuer’s Principal Executive Offices:   330 West William Street
 
      P. O. Box 58
 
      Corning, New York 14830-0058
Item 2.
  (a)   Name of Person Filing: Mitchell Partners, L.P.
 
  (b)   Address of Principal Business Office or, if none, Residence:
     
 
  3187-D Airway Avenue
 
  Costa Mesa, California 92626
  (c)   Citizenship: California limited partnership
 
  (d)   Title of Class of Securities: Common Stock, no par value (“Common Stock”)
 
  (e)   CUSIP Number: 219381100
Item 3.   If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
         
(a)
  ¨   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
 
        
(b)
  ¨   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
        
(c)
  ¨   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 
        
(d)
  ¨   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
 
        
(e)
  ¨   An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
        
(f)
  ¨   An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
        
(g)
  ¨   A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
 
        
(h)
  ¨   A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
        
(i)
  ¨   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);
 
        
(j)
  ¨   Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Item 4.   Ownership.
     Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
  (a)   Amount beneficially owned: 77,828 shares (47,852 shares of common stock and 29,976 currently exercisable warrants to purchase common stock)

 

 

Corning Natural Gas Corporation (CNIG)
CUSIP Number: 219381100
(Form: SC 13G)

   Page 4 of 4
  (b)   Percent of class: 5.9% of currently outstanding shares of common stock (47,852 shares of 809,550 shares outstanding (according to information from Corning Natural Gas Corporation)) and 9.2% of future shares of common stock outstanding (assuming exercise of 29,976 warrants and exercise by no other warrant holders).
 
  (c)   Number of shares as to which the person has:
 
  (i)   Sole power to vote or to direct the vote: 77,828 shares (47,852 shares of common stock and 29,976 currently exercisable warrants to purchase common stock)
 
  (ii)   Shared power to vote or to direct the vote: Not applicable
 
  (iii)   Sole power to dispose or to direct the disposition of: 77,828 shares (47,852 shares of common stock and 29,976 currently exercisable warrants to purchase common stock)
 
  (iv)   Shared power to dispose or to direct the disposition of: Not applicable
Item 5.   Ownership of Five Percent or Less of a Class
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. Not applicable
Item 7.   Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable
Item 8.   Identification and Classification of Members of the Group.
Not applicable
Item 9.   Notice of Dissolution of Group.
Not applicable
Item 10.   Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
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.
Dated: September 11, 2007
Mitchell Partners, L.P.
     
By:
  J.E. Mitchell & Co., L.P.
 
  Its General Partner
             
 
  By:   /s/ James E. Mitchell     
 
     
 
James E. Mitchell 		   
 
      Its General Partner