CNG10QSBA

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB/A

 

Explanatory Note

This Amendment to the December 31, 2004 Form 10-QSB of Corning Natural Gas Corporation is being filed to correct three items:

    1. The Section 302 Certifications are amended to show the certifications of each certifying officer as set forth in Item 601(b)(31) of Regulation S-B.
    2. The Section 906 Certification is amended to correct the date and the period.
    3. The signature lines are amended to include the typed signatures
    4. The remainder of the Form 10-QSB as previously filed is included herein and remains unchanged.

       

       

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND

EXCHANGE ACT OF 1934

For The Quarter Ended December 31, 2004

0-643

(Commission File Number)

Corning Natural Gas Corporation

New York

(Exact name of registrant as specified in its charter)

(State or other jurisdiction of

incorporation or organization)

16-0397420

(IRS Employer ID No)

330 W William Street, PO Box 58, Corning, New York 14830

(Address of principal executive offices)

607-936-3755

(Registrants telephone number, including area code)

 

Indicate by checkmark whether the registrant (1) filed all reports required to be filed by Section 13 Or 15(d) of the Exchange Act of 1934 during the past 12 months and (2) has been subject to such filing requirements for at least the past 90 days. Yes X No ______.

Indicate by checkmark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ____ No _X__.

Number of shares of Common Stock outstanding at the end of the quarter. 506,918

There is only one class of Common Stock and no Preference Stock outstanding.

 

 

 

 

 

PART I FINANCIAL INFORMATION

Item 1 Financial Statements

Consolidated Balance Sheets at December 31, 2004 (Unaudited) and September 30, 2004

Condensed Consolidated Statements of Income for the Three Months Ended

December 31, 2004 (Unaudited) and 2003 (Unaudited)

Consolidated Statements of Cash Flows for the Three Months Ended

December 31, 2004 (Unaudited) and 2003 (Unaudited)

Notes to Financial Statements

Item 2 Management's Discussion and Analysis

Item 3 Controls and Procedures

PART II OTHER INFORMATION

Item 6 Exhibits

 Explanatory Note

This Amendment to the December 31, 2004 Form 10-QSB of Corning Natural Gas Corporation is being filed to correct three items:

  • The Section 302 Certifications are amended to show the certifications of each certifying officer as set forth in Item 601(b)(31) of Regulation S-B.
  • The Section 906 Certification is amended to correct the date and the period.
  • The signature lines are amended to include the typed signatures
  • The remainder of the Form 10-QSB as previously filed is included herein and remains unchanged.

     

     

    PART I FINANCIAL INFORMATION

    Item 1 Financial Statements

    CORNING NATURAL GAS CORPORATION AND SUBSIDIARY

    Consolidated Balance Sheets

    Unaudited

    Form 10 QSB

    Assets

    December 31, 2004

    September 30, 2004

    Plant:

    Utility property, plant and equipment

    $25,967,398

    $25,749,195

    Non-utility property, plant and equipment

    373,120

    373,120

    Non-utility assets - discontinued operations

    186,691

    190,766

    Less accumulated depreciation

    (10,123,511)

    (9,953,708)

    Total plant utility and non-utility net

    16,403,698

    16,359,373

    Investments:

    Marketable securities available for sale at fair value

    2,223,184

    2,058,709

    Investment in joint venture and associated companies

    195,071

    199,406

    Total investments

    2,418,255

    2,258,115

    Current assets:

    Cash and cash equivalents

    300,884

    253,863

    Customer accounts receivable, (net of allowance for

    uncollectible accounts of $80,000)

    2,479,192

    910,795

    Gas stored underground, at average cost

    2,469,281

    3,552,908

    Gas inventories

    230,529

    241,802

    Prepaid expenses

    449,763

    619,155

    Current assets - discontinued operations

    146,879

    173,661

    Total current assets

    6,076,528

    5,752,184

    Deferred debits and other assets:

    Regulatory assets:

    Unrecovered gas costs

    2,373,209

    1,257,783

    Deferred pension and other

    590,014

    612,010

    Goodwill (net of accumulated amortization of $521,294)

    1,493,719

    1,493,719

    Unamortized debt issuance cost (net of accumulated

    amortization of $259,879)

    258,785

    264,175

    Other

    426,647

    438,178

    Other assets - discontinued operations

    497,530

    509,774

    Total deferred debits and other assets

    5,639,904

    4,575,639

    Total assets

    $30,538,385

    $28,945,311

    See accompanying notes to consolidated financial statements.

     

     

     

    CORNING NATURAL GAS CORPORATION AND SUBSIDIARY

    Consolidated Balance Sheets

    Unaudited

    Form 10 QSB

    December 31, 2004

    September 30, 2004

    Capitalization and liabilities:

    Common stockholders' equity:

    Common stock (common stock $5.00 par

    value per share. Authorized 1,000,000 shares;

    issued and outstanding 507,000 shares at Dec 31, 2004

    and September 30, 2004)

    $2,534,590

    $2,534,590

    Other paid-in capital

    959,512

    959,512

    Retained earnings

    2,524,400

    2,333,193

    Accumulated other comprehensive loss

    (939,636)

    (990,718)

    Total common stockholders' equity

    5,078,866

    4,836,577

    Long-term debt, less current installments

    9,705,793

    9,786,528

    Long-term debt - discontinued operations

    75,918

    78,735

    Total Long-term debt

    9,781,711

    9,865,263

    Current liabilities:

    Current portion of long term debt

    148,837

    79,999

    Borrowings under lines-of-credit

    6,575,000

    6,325,000

    Accounts payable

    1,955,102

    1,356,047

    Accrued expenses

    500,669

    474,873

    Customer deposits and accrued interest

    1,369,483

    1,037,270

    Deferred income taxes

    273,790

    558,681

    Other current liabilities - discontinued operations

    27,178

    61,035

    Total current liabilities

    10,850,059

    9,892,905

    Deferred credits and other liabilities:

    Deferred income taxes

    928,598

    928,598

    Deferred compensation

    1,736,536

    1,678,486

    Deferred pension costs & post-retirement benefits

    1,596,521

    1,413,412

    Other

    320,730

    137,638

    Other deferred credits and other liabilites - discontinued operations

    245,364

    192,432

    Total deferred credits and other liabilities

    4,827,749

    4,350,566

    Concentrations and commitments

    Total capitalization and liabilities

    $30,538,385

    $28,945,311

    See accompanying notes to consolidated financial statements.

     

     

     

     

    CORNING NATURAL GAS CORPORATION AND SUBSIDIARY

    Condensed Consolidated Statements of Income

    Unaudited

    Form 10 QSB

    Quarter Ended

    December 31, 2004

    December 31, 2003

    Utility Operating Revenues

    $5,485,152

    $5,036,873

    Cost and Expense

    Natural Gas Purchased

    3,346,732

    3,106,158

    Operating & Maintenance Expense

    1,123,836

    1,185,672

    Taxes other than Federal Income Taxes

    337,924

    318,402

    Depreciation

    128,024

    127,346

    Interest Expense

    324,517

    294,812

    Income Tax

    81,855

    34,098

    Other Deductions, Net

    1,599

    4,431

    Total Costs and Expenses

    5,344,487

    5,070,919

    Utility Operating Income (Loss)

    140,665

    (34,046)

    Other Income

    6,211

    31,088

    Net Income (Loss) from Utility Operations

    146,876

    (2,958)

    Net Income from Non-Utility Operations

    66,501

    52,712

    Net Income from Continuing Operations

    213,377

    49,754

    Loss from Discontinued Operations, Net of Income Tax

    (22,170)

    (91,537)

    Net Income (Loss)

    191,207

    (41,783)

    Other Comprehensive Income

    51,082

    64,613

    Total Comprehensive Income

    $242,289

    $22,830

    Weighted average earnings per share-

    basic & diluted

    $0.377

    ($0.085)

    Weighted average earnings per share = Net income as shown above divided

    by 506,918 and 491,330 shares at December 31, 2004 and 2003, respectively.

     

     

     

     

    CORNING NATURAL GAS CORPORATION AND SUBSIDIARY

    Consolidated Statements of Cash Flows

    For the Quarter Ended December 31, 2004 and 2003

    Unaudited

    Form 10-QSB

    2004

    2003

    Cash flows from operating activities:

    Net income (loss)

    $191,207

    ($41,783)

    Adjustments to reconcile net income to net cash

    provided by (used in) operating activities:

    Depreciation and amortization

    155,839

    161,924

    (Gain) loss on sale of marketable securities

    626

    (11,735)

    Deferred income taxes

    (82,978)

    (30,262)

    Changes in assets and liabilities:

    (Increase) decrease in:

    Accounts receivable

    (1,534,581)

    (1,267,657)

    Gas stored underground

    1,083,627

    214,724

    Gas inventories

    11,273

    (645)

    Prepaid expenses

    186,390

    177,912

    Unrecovered gas costs

    (1,115,426)

    (459,716)

    Deferred charges - pension and other

    27,129

    218,956

    Increase (decrease) in:

    Accounts payable

    653,379

    200,625

    Customer deposit liability

    332,213

    274,769

    Other liabilities and deferred credits

    203,162

    352,256

    Net cash provided by (used in) operating activities

    111,860

    (210,632)

    Cash flow from investing activities:

    Purchase of securities available for sale

    (81,944)

    (37,974)

    Capital expenditures, net of minor disposals

    (218,203)

    (224,273)

    Net cash used in investing activities

    (300,147)

    (262,247)

    Cash flows from financing activities:

    Net borrowings under lines-of-credit

    250,022

    500,000

    Repayment of long-term debt

    (14,714)

    (57,531)

    Net cash provided by financing activities

    235,308

    442,469

    Net increase (decrease) in cash

    47,021

    (30,410)

    Cash and cash equivalents at beginning of period

    253,863

    266,160

    Cash and cash equivalents at end of period

    $300,884

    $235,750

    Supplemental disclosures of cash flow information:

    Cash paid during the period for:

    Interest

    $315,985

    $299,868

    Income taxes

    $209,089

    $0

     

     

    Corning Natural Gas Corporation

    Notes to Consolidated Financial Statements

    Note A - Basis of Presentation

    The information furnished herewith reflects all adjustments, which are in the opinion of management necessary to a fair statement of the results for the period. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principals generally accepted in the United States of America have been condensed or omitted pursuant to SEC rules and regulations, although the Company believes the disclosures which are made are adequate to make the information presented not misleading.

    The condensed consolidated financial statements contained herein should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's latest annual report on Form 10-KSB. These unaudited interim financial statements have not been audited or certified by a firm of certified public accountants.

    It is the Company_s policy to reclassify amounts in the prior year financial statements to conform with the current year presentation.

    Note B - New Accounting Standards

    In November 2004, the FASB issued SFAS No. 151, "Inventory Costs" (SFAS 151). This statement amends the guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). SFAS 151 requires that those items be recognized as current-period charges. In addition, this statement requires that allocation of fixed production overheads to costs of conversion be based upon the normal capacity of the production facilities. The provisions of SFAS 151 are effective for inventory cost incurred in fiscal years beginning after June 15, 2005. As such, the Company is required to adopt these provisions in the beginning of fiscal 2006. The Company is currently evaluating the impact of SFAS 151 on its consolidated financial statements.

    Note C - Pension and Other Post-retirement Benefit Plans

    The Company uses September 30, 2004 as the measurement date for its plans.

    Components of Net Period Benefit Cost:

    Three months ended Dec 31, 2004

    Pension Benefits

    Other Benefits

    2005

    2004

    2005

    2004

    Service cost

    $

    90,248

    $

    114,596

    $

    8,434

    $

    9,971

    Interest cost

    187,628

    185,047

    17,519

    17,737

    Expected return on plan assets

    (175,545)

    (164,256)

    0

    0

    Amortization of prior service cost

    17,885

    28,720

    12,186

    15,606

    Amortization of net (gain) loss

    81,578

    114,431

    (5,473)

    (3,111)

    Net periodic benefit cost

    $

    201,794

    $

    278,538

    $

    32,666

    $

    40,203

     

    Pension Plan Assets

    The Company's Pension Plan weighted-average asset allocations at December 31, 2004 and 2003 by asset category are as follows:

    Plan Assets

    At December 31

    2004

    2003

    Asset Category

    46%

    71%

    Equity Securities

    44%

    28%

    Debt Securities

    10%

    1%

    Other

    100%

    100%

    There is no Company Common Stock included in the plan assets.

    Amounts recognized in the Statement of Financial Position consist of:

    Pension Benefits

    Other Benefits

    2005

    2004

    2005

    2004

    Prepaid Benefit Cost

    Accrued Benefit Cost

    $

    (1,796,982)

    $

    (1,831,012)

    $

    (1,035,520)

    $

    (956,675)

    Intangible Assets

    266,828

    337,541

    Accumulated Other

    Comprehensive Income

    1,202,787

    1,606,009

    Net Amount Recognized

    $

    (327,367)

    $

    112,538

    $

    (1,035,520)

    $

    (956,675)

     

    The accumulated benefit obligation for all defined benefit pension plans is $11,199,055 at September 30, 2005 and $10,685,637 at September 30, 2004, respectively.

    Information for pension plans with an accumulated benefit obligation in excess of plan assets:

    September 30

    2005

    2004

    Projected Benefit Obligation

    $

    12,858,704

    $

    12,269,200

    Accumulated Benefit Obligation

    11,199,055

    10,685,637

    Fair Value of Plan Assets

    9,402,073

    8,854,625

     

    The plan objective is to provide real (inflation adjusted) growth in assets vs. benchmark over a complete market cycle. The plan objective assumes asset growth will meet or exceed 7.5% of (risk adjusted) growth over a complete market cycle.

    Investment guidelines are based upon an investment horizon of greater than five years. There is a requirement to maintain sufficient liquid reserves to provide for payment of retirement benefits.

    The Asset Allocation Guidelines for the Fund are as follows:

    Minimum

    Maximum

    Domestic Common Stock

    Large/Mid Cap

    15%

    50%

    Small Cap

    5%

    15%

    Reits

    0%

    20%

    International Common Stock

    10%

    20%

    Total Equities

    30%

    75%

    Total Fixed Income

    20%

    60%

    Cash

    0%

    10%

     

    These Asset Allocation Guidelines reflect the Fund's desire for investment return. They also reflect the full discretion of the Investment Manager to shift the asset mix within the specified ranges.

    The desired investment objective is a long-term rate of return on assets that is approximately 7.5%. The target rate of return for the plan has been based upon the assumption that future real returns will approximate the long-term rates of return experienced for each asset class of the Investment Policy Statement over a complete business cycle. The plan's overall annualized total return after deducting advisory, money management and custodial fees, as well as total transaction costs should perform above an index comprised of market indices weighted by the strategic asset allocation of the plan.

    In order to accomplish the investment goals, the Investment Committee believes that the investments of the Fund must be diversified to provide the Investment Manager with the flexibility to invest in various types of assets. The Investment Committee recognizes that a moderate amount of risk must be assumed to achieve the Plan's long term objectives. The Investment Committee believes that the Company's prospects for the future, current financial conditions, and several other factors suggest collectively that the plan can tolerate some interim fluctuations in market value and rates of return in order to achieve long-term objectives.

    Contributions

    The Company expects to contribute $432,792 to its Pension Plan in 2005. The Post Retirement Benefit Plan is not funded.

    Estimated Future Benefit Payments

    The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:

    Pension

    Other

    Benefits

    Benefits

    2005

    $510,776

    $53,361

    2006

    600,893

    64,655

    2007

    710,575

    74,700

    2008

    693,463

    75,078

    2009

    676,385

    75,165

    Years 2010 - 2014

    3,501,552

    416,212

    Assumed health care cost trend rates have a significant effect on the amounts reported for health care plans. A one-percentage-point change in assumed health care cost trend rates would have the following effect:

    1 - Percentage-

    1 - Percentage-

    Point Increase

    Point Decrease

    Effect on total of service and interest cost

    $4,275

    ($3,755)

    Effect on postretirement benefit obligation

    $47,033

    ($41,297)

     

     

     

     

    CORNING NATURAL GAS CORPORATION

    FORM 10-QSB FOR THE QUARTER ENDED DECEMBER 31, 2004

    Item 2 - Management's Discussion & Analysis

    As the Company's business is seasonal, the interim results should not be used as an indication of what results of the fiscal year 2005 may be.

    Consolidated revenue of $6,581,000 for the quarter increased $108,800 compared to the same quarter last year due primarily to increased local production revenue in the utility operations.

    Consolidated net income for the quarter was $191,200 compared to a loss of $41,800 in the same quarter the previous year. Net income of $146,900 was experienced in the utility operations compared to a loss of $3,000 last year. The increase is due to increased local production revenue, as well as incentive revenue discussed below. Corning Realty experienced earnings of $71,500 for the quarter compared to earnings of $46,900 for the same quarter last year as the result of reduced advertising, occupancy and commission expenses. Tax Center International experienced a loss of $28,300 compared to earnings of $22,900 last year. In October 2004, the Company discontinued operations of Tax Center International. Corning Mortgage experienced a loss of $5,000 compared to earnings of $5,800 last year.

    The former Appliance segment experienced net income of $6,100 versus a loss of $136,500 last year. The assets of the Appliance Corporation were sold and operations discontinued in September 2003, but in the first quarter of last year that segment still incurred expense allocations that were established in the Company's last rate case. Those allocations are currently being deferred, as discussed below.

    On March 12, 2004, the Company filed with the PSC a petition to amend the Joint Proposal approved in its last rate case. Among the matters highlighted in the Petition as requiring review and modification were: (a) the allocation of costs between utility and non-utility business functions to reflect the sale of the Company's Appliance business; (b) restrictions on the Company's ability to record as current income the $174,124 annual additional revenues for improving its equity ratio; (c) the treatment of the costs of Pensions and Other Post-Retirement Benefits (OPEBs) for prior periods; and (d) the computation of costs pertaining to natural gas stored underground. On July 23, 2004, the Company reached a settlement (Joint Proposal) with the staff of the Public Service Commission. The Joint Proposal represents a negotiated resolution of the issues, and was approved by the Public Service Commission on September 1, 2004. The Joint Proposal provides for the release of $174,124 of annual incentive revenue. The Joint Proposal also provides for the filing of a deferral petition for the allocation costs resulting from the sale of the Appliance business. Hence, these costs have been deferred on the balance sheet, and subject to future PSC review for recovery through utility rates.

    The Company finances its capital additions, as well as gas purchased, through a combination of internally generated funds and short-term borrowing. For all operations, the Company has $7,750,000 available through lines of credit at local banks, the terms of which are disclosed in the Company's latest annual report on form 10-KSB. It is expected that, on a consolidated basis, current capital resources will continue to be sufficient for the Companys operations over the next twelve months. As described in the Company's Petition to the PSC, however, the sufficiency of cash flow for regulated operations continues to be dependent upon resources from the Company's unregulated operations.

     

    Segment Overview:

    The following table reflects year to date results of the segments consistent with the Company's internal financial reporting process. The following results are used in part, by management, both in evaluating the performance of, and in allocating resources to, each of these segments.

     

    Gas Company

    (2) Appliance Corporation

    (3)

    Tax Center

    Corning Realty

    (4) Foodmart Plaza

    Corning Mortgage

    Consolidated

    Revenue:(1)

    2004

    $5,485,152

    $15,572

    $20,185

    $1,061,090

    ---

    ($744)

    $6,581,255

    2003

    5,036,873

    14,026

    135,137

    1,199,267

    75,550

    11,545

    6,472,398

    Net income (loss):(1)

    2004

    146,876

    6,138

    (28,308)

    71,518

    ---

    (5,017)

    191,207

    2003

    (2,958)

    (136,512)

    22,941

    46,920

    22,034

    5,792

    (41,783)

    Interest income:(1)

    2004

    6,060

    40,145

    2,971

    ---

    ---

    ---

    49,176

    2003

    30,747

    24,067

    3,040

    ---

    ---

    ---

    57,854

    Interest expense:(1)

    2004

    324,517

    3,311

    ---

    15,372

    ---

    1,906

    345,106

    2003

    294,811

    4,510

    ---

    28,086

    14,700

    1,886

    343,993

    Total assets:

    2004

    27,601,186

    974,487

    131,689

    1,635,750

    ---

    195,273

    30,538,385

    2003

    28,087,930

    929,845

    284,774

    1,593,698

    1,130,549

    198,077

    32,224,873

    Depreciation and amortization:

    2004

    133,414

    900

    4,274

    17,251

    ---

    ---

    155,839

    2003

    132,736

    900

    3,982

    16,340

    7,966

    ---

    161,924

    Federal income tax expense:

    2004

    81,855

    3,162

    (14,583)

    40,414

    ---

    (2,585)

    108,263

    2003

    34,098

    8,803

    11,818

    24,170

    (11,351)

    2,984

    70,522

    (1) Before elimination of intercompany interest.

    (2) The Appliance Co. discontinued operations in September 2003.

    (3) Tax Center International discontinued operations in October 2004.

    (4) Foodmart discontinued operations in July 2004.

    Interest income and expense have been displayed in the segment in which it has been earned or incurred. Segment interest expense other than the Gas Company is included within unregulated expenses in the consolidated statements of income.

    There were no sales of unregistered securities (debt of equity) during the quarter ended December 31, 2004.

    Item 3 - Controls and Procedures

    a. Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this quarterly report Form 10-QSB the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-15). Based upon that evaluation, or Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective to ensure that material information relating to us and our consolidated subsidiaries is recorded, processed, summarized and reported in a timely manner.

    b. Changes in Internal Controls. There have been no changes in our internal controls over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

    Part II - Other Information

    Item 6 - Exhibits

    The following documents are filed as exhibits to this Report:

    31.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

    32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350

     

    SIGNATURESIn accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

    Date:

    February 14, 2005

    _Thomas K. Barry_______________

    Thomas K. Barry, Chairman of the Board, President and CEO.

     

    Date:

    February 14, 2005

    _Kenneth J. Robinson____________

    Kenneth J. Robinson, Executive Vice President and Chief Financial Officer

     

     

     

     

     

     

     

    Corning Natural Gas Corporation Certification under Section 906 of the Sarbanes/Oxley Act - filed as part of the 10-QSB for Quarter Ended Decemeber 31, 2004.

    Presented on signature page of 10-QSB

     

     

    CERTIFICATION

     

    Each of the undersigned hereby certifies in his capacity as an officer of Corning Natural Gas Corporation (the "Company") that the Quarterly Report of the Company on Form 10-QSB for the period ended Decemeber 31, 2004 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition of the Company at the end of such period and the results of operations of the Company for such period.

     

    Dated: February 14th 2005

    _Thomas K. Barry_______________

    Thomas K. Barry, Chairman of the Board,

    Chief Executive Officer

     

     

     

    _Kenneth J. Robinson_____________

    Kenneth J. Robinson, Executive Vice President,

    Chief Financial Officer

     

     

     

     

     

     

     

     

    CERTIFICATION PURSUANT TO
    SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
    I, Thomas K. Barry, certify that:
    1. I have reviewed this quarterly report on Form 10-QSB of Corning Natural Gas Corporation,
    2. Based on my knowledge, this quarterly 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 quarterly report;
    3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;
    4. The registrant's other certifying officer 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 we have:
    a) designed such disclosure controls and procedures 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 quarterly report is being prepared;
    b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of the end of the period covered by the report.
    c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the end of the period covered by the report.
    5. The registrant's other certifying officer and I disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors:
    a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
    b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
    6. The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
    Date: February 14th 2005

    _Thomas K. Barry_____________

    Thomas K. Barry, Chairman of the Board, Chief Executive Officer

     

     

     

    I, Kenneth J. Robinson, certify that:
    1. I have reviewed this quarterly report on Form 10-QSB of Corning Natural Gas Corporation,
    2. Based on my knowledge, this quarterly 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 quarterly report;
    3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;
    4. The registrant's other certifying officer 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 we have:
    a) designed such disclosure controls and procedures 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 quarterly report is being prepared;
    b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of the end of the period covered by the report.
    c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the end of the period covered by the report.
    5. The registrant's other certifying officer and I disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors:
    a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
    b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
    6. The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
     
    Date: February 14th 2005

    _Kenneth J. Robinson______________

    Kenneth J. Robinson, Executive Vice President, Chief Financial Officer