SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
Mazzanti Daryl V

(Last) (First) (Middle)
820 GESSNER, SUITE 1340

(Street)
HOUSTON TX 77024

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/23/2005
3. Issuer Name and Ticker or Trading Symbol
NATURAL GAS SYSTEMS INC/NEW [ NGSY ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Vice President of Operations
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Commmon Stock(1) 25,000 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) (2) 06/23/2015 Common Stock 350,000 1.61 D
Warrants (right to buy) (3) 06/23/2015 Common Stock 200,000 1.61 D
Explanation of Responses:
1. These shares are subject to a forfeiture, effectively vesting monthly in equal amounts over 12 months.
2. The option vests quarterly over four years.
3. The warrants vest quarterly over four years, and are subject to complete revocation upon the non-commencement of certain development projects within one year.
/s/ Daryl V. Mazzanti 07/07/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
POWER OF ATTORNEY

The undersigned constitutes and appoints Steven Lee, Robert
Herlin and Sterling McDonald
as the undersigned's true and
lawful attorney-in-fact and  agent, with full power of
substitution and resubstitution, for the undersigned and in
the undersigned's name, place and stead, to sign any and all
Securities and Exchange Commission statements of beneficial
ownership of securities of Natural Gas Systems, Inc.
(the "Company") on Forms 3, 4 and 5 as required under
Section 16(a) of the Securities Exchange Act of 1934, as
amended, and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities
and Exchange Commission and the Company, granting unto said
attorney-in-fact and agent full power and authority to do
and perform each act and thing requisite and necessary to be
done under said Section 16(a), as fully and to all intents
and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all that said attorney-in-
fact and agent may lawfully do or cause to be done by virtue
hereof.

A copy of this power of attorney shall be filed with
the Securities and Exchange Commission.  The authorization
set forth above shall continue in full force and effect
until the undersigned revokes such authorization by written
instructions to the attorney-in-fact.

The authority granted hereby shall in no event be
deemed to impose or create any duty on behalf of the
attorney-in-fact with respect to the undersigned's
obligations to file Forms 3, 4 and 5 with the Securities and
Exchange Commission.

Dated: July 7, 2005

/s/ Daryl V. Mazzanti
Daryl V. Mazzanti