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EX-31.1 - CERTIFICATION - NEXT FUEL, INC.f10k2010a1ex31i_nextfuel.htm
EX-32.1 - CERTIFICATION - NEXT FUEL, INC.f10k2010a1ex32i_nextfuel.htm


 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Amendment No.1 to
FORM 10-K

(Mark One)
 
xANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended September 30, 2010
 
oTRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ___________ to ___________
 
Commission File No. 333-148493
 
NEXT FUEL, INC.
(Name of small business issuer in its charter)
 
NEVADA
   
(State or other jurisdiction of incorporation or organization)
 
(IRS Employer Identification No.)
 
210 Walford Way
Cary, North Carolina
 
27519
(Address of principal executive offices)
 
(Zip Code)
 
(919) 414-1458
(Registrant’s telephone number, including area code)
 
Securities registered under Section 12(b) of the Exchange Act:
   
Title of each class registered:
Name of each exchange on which registered:
None
None
 
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $.0001
(Title of class)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 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 o
 
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes o No x
 
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-X not contained in this form, and no disclosure will be contained, to the best of the 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. o
 
 
 

 

 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer                   o                                           Accelerated filer                                                      o
Non-accelerated filer                     o                                           Smaller reporting company                                    x
(Do not check if a smaller reporting company)
 
Revenues for year ended September 30, 2010: $0
 
Aggregate market value of the voting common stock held by non-affiliates of the registrant as of September 30, 2010, was: $0
 
Number of shares of the registrant’s common stock outstanding as of December 22, 2010 was: 7,087,500
 
Transitional Small Business Disclosure Format:    Yes o No x
 
 
 

 
 
TABLE OF CONTENTS
 
PART I
 
     
ITEM 1.
  
  Business
 1
ITEM 1A.
  
  Risk Factors
  4
ITEM 2.
  
  Properties
  4
ITEM 3.
  
  Legal Proceedings
  4
ITEM 4.
  
  (Removed and Reserved)
  4
   
PART II
 
     
ITEM 5.
  
  Market For Registrant's Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities
  4
ITEM 6.
  
  Selected Financial Data
  4
ITEM 7.
  
  Management’s Discussion And Analysis Of Financial Condition And Results Of Operation
  4
ITEM 7A
  
  Quantitative And Qualitative Disclosures About Market Risk
  6
ITEM 8.
  
  Financial Statements
  F-
ITEM 9.
  
  Changes In And Disagreements With Accountants On Accounting And Financial Disclosure
  7
ITEM 9A.
  
 Controls And Procedures
  7
ITEM 9B.
 
  Other Information
 
       
PART III
     
       
ITEM 10.
 
  Directors, Executive Officers And Corporate Governance
  8
ITEM 11.
 
  Executive Compensation
  9
ITEM 12.
 
  Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters
  9
ITEM 13.
 
  Certain Relationships And Related Transactions, And Director Independence
  10
ITEM 14.
 
  Principal Accounting Fees And Services
  10
       
PART IV
     
       
ITEM 15.
 
  Exhibits, Financial Statements Schedules
  11

SIGNATURES

CERTIFICATION PURSUANT TO SECTION 302 (A) OF THE SARBANES-OXLEY ACT OF 2002
 
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
 
 

 
 
PART I
 
 ITEM 1.  DESCRIPTION OF BUSINESS
 
General
 
Next Fuel, Inc. was incorporated in Nevada in August 2007 to provide clinical trial investigator services to pharmaceutical companies throughout the Americas. Our principal executive office location and mailing address is 210 Walford Way Cary, NC 27519.  Our telephone number is 919-414-1458.  Our fiscal year end is September 30.
 
We were incorporated in Nevada in August 2007 to conduct clinical trials for pharmaceutical companies in dedicated sites throughout the Americas. Initially, we intended to introduce our services in Central America. This was being done primarily because the costs of drug development are significantly lower and the clinical quality is that of the US.  The Company had planned to sell its services to Pharmaceutical, Biotech and Medical Device companies that were to be primarily US based.
 
We planned to establish business relationships with preferred contract research organizations that would source, package and offer our services to their clients. Many pharmaceutical companies prefer large global companies that can provide a one-stop shop approach. Since what we had planned to do is only a sub segment of the client’s total needs we would have been a subcontractor should those CRO’s find opportunities where our services would have benefited their clients.
 
Due to our inability to obtain adequate financing and our inability to successfully implement our business plan, we feel that it is necessary for us to cease operations and actively pursue a potential reverse merger candidate.
  
Services
 
We had planned to offer high-quality dedicated research services for pharmaceutical companies who are doing clinical trials to gain FDA approval for new drugs or a currently marketed drug that the company is applying to the FDA for a different indication.
 
One of the key features of the dedicated model is the blending of good business practices with good research practices, efficiency and productivity with scholarship and research discipline.  Physicians and others who own and run these centers are frequently:
 
▪     Transplanted academic faculty,
           
▪     “Key Opinion Leaders” (KOLs are key customers of the pharmaceutical industry who are sought after to provide advice to the industry and medical education to the medical community), and
 
▪     Possess specialized skills and credentials to conduct clinical trials.
 
One of the most notable strengths of the dedicated research center model is the singularity of purpose. These centers solely exist to conduct clinical research. There are no students or patients. To be successful, dedicated research centers cannot rely on other activities for income. Our livelihood would have stemmed from conducting clinical research alone.
 
Industry Trends
 
Trends Affecting the Drug Discovery and Development Industry
 
We believe that there are four trends that are affecting the drug discovery and development services industry:
  
1.        Rapid Technological Change and Increased Data
 
Scientific and technological advancements are rapidly changing the drug discovery and development processes. The technology to understand gene function is dramatically increasing the number of identified potential drug targets within the human body. Pharmaceuticals on the market today have historically targeted no more than an estimated 500 human gene products.  With an estimated 20,000 to 25,000 human protein-coding genes, an enormous number of targets for therapeutic intervention remain untapped.  Tapping these targets will require more state-of-the-art technology and greater expertise.  The more rapidly pharmaceutical research companies adopt advanced technology and expertise, the more rapidly treatment drugs will be introduced to the market.
 
2.        Government-Sponsored Drug R&D
 
Government agencies continue to be a significant source of funding for new drug and vaccine research and development.  The total budget of the National Institutes of Health, for the fiscal year 2007 was an estimated $31 billion, representing a near 10% CAGR since 1998. The full year 2008 NIH budget estimate is approximately $34 billion and includes significant appropriations for drug research and development initiatives in the areas of cancer, vaccines, AIDS and chronic diseases such as diabetes.  As a result, drug research and development service providers and contractors, including clinical sites, should continue to benefit from government-sponsored research and development initiatives
 
 
1

 
 
3.        Increase in Potential New Drug Candidates
 
A recent increase in potential new drug candidates has caused a bottleneck in the drug development industry, notably in the early stages of drug development.  A large number of pharmaceutical and biotechnology companies do not have sufficient internal resources to pursue all of the potential new drug candidates in a timely and economical fashion.  The ability of the pharmaceutical and biotechnology companies to find qualified drug discovery and development service companies to assist them in the early stage drug development process will result in a cost-effective, innovative, and rapid means of developing new drugs.
 
4.        Biotechnology Industry Growth
 
Over the past decade, the U.S. biotechnology industry has grown rapidly.  This industry is generating significant numbers of new drug candidates that will require development and regulatory approval.  Biotechnology firms do not have the staff nor the expertise to conduct clinical trials on their own, so they rely on outside services.  Continued growth in this industry will have a significant direct impact on growth in the overall clinical trial industry.
 
Market
 
Drug Development Process
 
The drug development process is often an expensive and lengthy process, averaging over nine years or more and costing an estimated half a billion dollars from preclinical studies through FDA approval.
 
The first stage in the development process is preclinical testing, which averages around 18 months but can take as long as three years to complete.  This stage involves testing on animals to help establish potential in pharmacologic use and boundaries for safe use on testing of human subjects.  If data from the preclinical trials supports testing in human subjects, then the sponsor files an Investigational New Drug (IND) application with the FDA to request permission to begin clinical trials.
 
Clinical trials can be classified into four phases, although in reality the phases overlap and trials in one phase are often conducted simultaneously with trials in other phases.
 
Phase I:    First Stage of Testing in Humans
 
Phase II:  Dose-Finding and Safety Studies
 
Phase III: Expanded Large-Scale Safety and Efficacy Studies
 
Phase IV: Post-Marketing Studies
 
PHASE I:
 
Phase I consists of the evaluation of clinical pharmacology and toxicity.  Highlights of Phase I are:
 
 
 ·
Conducted to establish how a drug is absorbed, distributed, metabolized and eliminated from the body.
 
 ·
Conducted to determine the appropriate dose range with regard to safety.
 
 ·
Conducted in a limited number of healthy volunteers, typically around 20-80 patients.
 
 ·
Usually takes between nine and 18 months to complete.
 
PHASE II:
 
Phase II involves the initial evaluation of the trial drug for safety and treatment effect.  Highlights of Phase II are:
 
 
 ·
Conducted in a relatively limited number of patients (between 100 and 300) who have the disease or condition to be treated.
 
 ·
Focuses on dose-response, dosing schedule, or other issues related to preliminary safety and efficacy.
 
 ·
Usually takes anywhere from one to three years to complete.
 
If studies show that the new drug is safe and useful, testing may proceed to Phase III trials.
 
 
2

 
 
PHASE III:
 
Phase III studies are used for large scale treatment evaluation, and this phase of a study often produces much of the information eventually used for package labeling and the package insert. Highlights of Phase III are:
 
 
 ·
Conducted in larger (several hundred to several thousand) and more diverse patient groups for whom the drug is ultimately intended.
 
 ·
Makes comparisons between the new treatment and standard therapy or placebo.
 
 ·
Establishes safety and efficacy features of the drug.
 
 ·
Usually takes between two and five years to complete.
 
PHASE IV:
 
Phase IV includes post-marketing studies.  Once a drug treatment has been marketed, additional information may be collected by performing Phase IV trials.  These trials may be conducted to provide additional information such as:
 
 
 ·
Testing new doses.
 
 ·
Exploring new indicators.
 
 ·
Documenting impact on morbidity and mortality.
 
 ·
Evaluating patient subgroups (minorities, women, or children)
 
MARKETING
 
We had planned to market ourselves through direct contact and sales with pharmaceutical, biotech and medical device companies. We would have also marketed ourselves to CRO’s whom we believe can be a major channel of distribution for the company. Based on the founder’s background we believed that their previous work in the clinical trial area would have been an opportunity on which we could capitalize. We had planned to also develop a website, www.clinicaltrialsoftheamericas.com, to help promote sales and reach out to consumers.
 
We believed our most effective marketing tool would have been face-to-face discussions where our business development people could engage in a consultative sales process with their client base. We would have focused heavily on this strategy. Our CRO partners are quite comfortable packaging dedicated and non-dedicated clinical research site to meet the needs of their clients. We would have developed sales presentations and collateral material to support this multi level approach.
 
PUBLIC RELATIONS
 
In addition to our direct and channel-focused tactics, we would have used traditional public relations to raise awareness and create demand among target customers. Our public relations strategy was designed to build company awareness with a limited cash outlay.
 
·             Product Kit. We would have developed a sales kit that contains information about the Company, its services, key differentiators with our model and contact information. The kit would have included recent press releases, endorsements and awards.
 
·             Paid Product Placements. Where appropriate, we would have paid to have its services mentioned or placed in the print and/or web-based publications of select publications. For example, Advanastar publishes a monthly magazine called R&D Directions.
    
·             Key Exhibits. Where advantageous, we would have entered and paid to set up what is typically a 10x10 booth space at key trade shows and conferences. This has proven to be a highly effective manner to meet and qualify clients. This saves the company on travel and time expense. At select conferences it would not be unusual to meet with over 100 people over a two-day period.
 
·             Speaking Engagements. We had planned to actively seek to have our management team present at key conferences as a way to build the clinical credibility of the company. Many of these conferences are looking for speakers either as a keynote speaker or to be part of a panel of experts.
 
·             Media Relations. We would have worked to establish relations with key reporters and opinion leaders at trade magazines and newsletters focused on the Americas.
 
 
3

 
 
ITEM 1A.    RISK FACTORS

None.

ITEM 2.  DESCRIPTION OF PROPERTY
 
Our principal office is located at 210 Walford Way, Cary, NC 27519. This location is the home of our president, John Cline, who supplies this office space to us rent free. Our telephone number is 919-414-1458.

ITEM 3.  LEGAL PROCEEDINGS
 
We are not presently parties to any litigation, nor to our knowledge and belief is any litigation threatened or contemplated.
 
ITEM 4.  (REMOVED AND RESERVED)
 
 
PART II
 
ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
 
Our common stock was approved to trade on the OTC Bulletin Board system under the symbol “CLLL” since June 11, 2008.

The market price of our common stock is subject to significant fluctuations in response to variations in our quarterly operating results, general trends in the market, and other factors, over many of which we have little or no control. In addition, broad market fluctuations, as well as general economic, business and political conditions, may adversely affect the market for our common stock, regardless of our actual or projected performance.
 
Holders of Our Common Stock

As of December 14, 2010, we had 55 shareholders of our common stock.

Stock Option Grants

To date, we have not granted any stock options.

Registration Rights

We have not granted registration rights to the selling shareholders or to any other persons.

ITEM 6.  SELECTED FINANCIAL DATA

Not applicable.

ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
 
Plan of Operation

We are trying to establish business relationships with preferred Clinical Research Organization’s (“CRO’s”) who will source and package our services to their clients. Many pharmaceutical companies prefer large global companies that can provide a one-stop shop approach. Since what we do is only a sub segment of the client’s total needs we will be a subcontractor should those CRO’s find opportunities where our services can be of benefit to their clients.
 
1.      As we raised more than $124,000 in our private placement, we have been trying to implement our plan to provide clinical trial services throughout the Americas.

2.      All business functions are being coordinated and managed by the two founders of the Company, including marketing, finance and operations. As we raised more than $124,000 through our private placement, we had intended to hire a part-time employee to facilitate with the acquisition of contracts and assist in targeted marketing implementation. The lack of business has not justified this hire.

3.       We intended to launch a targeted marketing campaign focusing on trade show participation, media promotions and public relations. We intended to support these marketing efforts through the development of high quality printed marketing materials and an attractive and informative trade and consumer website, www.clinicaltrialsofamerica.com. We expected the total cost of the marketing program to range from $10,000 to $75,000.  During this preliminary launch period, we also expected to invest between $1,000 and $5,000 in accounting and inventory management software. We accomplished some of our goals but because of the economic downturn we were unable to create any real business traction.

To date we have not commenced generating revenues and do not know when we will begin generating revenues. The economic downturn has been particularly difficult for smaller firms in our business.
 
 
4

 
 
Due to our inability to obtain adequate financing and our inability to successfully implement our business plan, we feel that it is necessary for us to cease operations and actively pursue a potential reverse merger candidate.
 
Limited Operating History

We have not previously demonstrated that we will be able to expand our business through an increased investment in our product line and/or marketing efforts. We cannot guarantee that the expansion efforts described in this report will be successful. Our business is subject to risks inherent in growing an enterprise, including limited capital resources and possible rejection of our new products and/or sales methods.

If financing is not available on satisfactory terms, we may be unable to continue expanding our operations. Equity financing will result in a dilution to existing shareholders.
 
Results of Operations
 
For the year ended September 30, 2010, we had $0 in revenue. Operating expenses for the period totaled $39,309 consisting of $11,379 for general and administrative expenses and $27,930 for professional fees.   Interest expense on the loan payable was imputed at $25,513 for the year ended which resulted in a net loss of $64,822.

For the year ended September 30, 2009, we had $0 in revenue. Operating expenses for the period totaled $165,536 consisting of $18,999 for general and administrative expenses and $146,537 for professional fees.  Interest expense on the loan payable was imputed at $16,118 which resulted in a net loss of $181,654.

For the year ended September 30, 2009 operating expenses were significantly higher than the year ended September 30, 2010. Both general and administrative expenses and professional fees were higher in the year ending September 2009 versus September 2010.  Increase in 2009 was due to restatements and fees paid to business consulting.  In addition, there was incremental increase in interest expense in the year ending September 2010 vs. September 2009 of $9,395.
  
For the period from inception through September 30, 2010, we had $0 in revenue. Operating expenses for the period totaled $421,810 consisting of $52,546 for general and administrative expense and $369,264 for professional fees.  Interest expense on the loan payable was imputed at $41,631 for the period from August 14, 2007 (inception) to September 30, 2010 resulting in a net loss of $463,441.
 
Capital Resources and Liquidity
 
As of September 30, 2010, we had $0 in cash and therefore we have limited capital resources and will rely upon the issuance of common stock and additional capital contributions from shareholders to fund administrative expenses. Cash and cash equivalents from inception to date have been sufficient to cover expenses involved in starting our business. We will require additional funds to continue to implement and expand our business plan during the next twelve months
 
We currently do not have enough cash to satisfy our minimum cash requirements for the next twelve months. As reflected in the accompanying financial statements, the Company is in the development stage with no operations and has a net loss since inception of $463,441 and negative cash flows from operations of $391,692 from inception. In addition there is a working capital deficiency of $296,540 and stockholders’ deficiency of $294,167 as of September 30, 2010.  This raises substantial doubt about its ability to continue as a going concern.  The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan.  The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.

Subsequent Event
 
On October 14, 2010, the Company issued 50,000 shares of common stock for $5,000 or $0.10 per share.
  
Recent Accounting Pronouncements
 
In June 2009, the FASB issued Financial Accounting Standards Codification No. 860 - Transfers and Servicing. FASB ASC No. 860 improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor's continuing involvement, if any, in transferred financial assets. FASB ASC No. 860 is effective as of the beginning of each reporting entity's first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. The standard will not have any impact on our financial statements.
 
 
5

 
 
Critical Accounting Policies
 
Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Off Balance Sheet Transactions
 
We have no off-balance sheet arrangements.
 
ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 
Not required for smaller reporting companies.
 
 
6

 
 
ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
 




NEXT FUEL, INC.
 (A DEVELOPMENT STAGE COMPANY)



CONTENTS


PAGE
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     
PAGE
F-2
BALANCE SHEETS AS OF SEPTEMBER 30, 2010 AND 2009
     
PAGE
F-3
STATEMENTS OF OPERATIONS FOR THE YEARS ENDED SEPTEMBER 30, 2010 AND 2009, AND FOR THE PERIOD FROM AUGUST 14, 2007 (INCEPTION) TO SEPTEMBER 30, 2010
     
PAGE
F-4
STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY/(DEFICIENCY) FOR THE PERIOD FROM AUGUST 14, 2007 (INCEPTION) TO SEPTEMBER 30, 2010
     
PAGE
F-5
STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED SEPTEMBER 30, 2010 AND 2009, AND FOR THE PERIOD FROM AUGUST 14, 2007 (INCEPTION) TO SEPTEMBER 30, 2010
     
PAGES
F-6 - F-11
NOTES TO FINANCIAL STATEMENTS
     

 
 

 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 

 
To the Board of Directors of:
Next Fuel, Inc. (A Development Stage Company)
 
 
We have audited the accompanying balance sheets of Next Fuel, Inc. (A Development Stage Company) as of September 30, 2010 and 2009, and the related statements of operations, changes in stockholders' deficiency and cash flows for the years ended September 30, 2010 and 2009 and the perio om August 14, 2007 (Inception) to September 30, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly in all material respects, the financial position of Next Fuel, Inc. (A Development Stage Company) as of September 30, 2010 and 2009 and the results of its operations and its cash flow for the years ended September 30, 2010 and 2009 and the period from August 14, 2007 (Inception) to September 30, 2010 in conformity with accounting principles generally accepted in the United States of America.
 
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 7 to the financial statements, the Company is in the development stage with no operations and has a net loss since inception of $463,441 and negative cash flows from operations of $391,692 from inception. In addition, there is a working capital deficiency of $296,540 and stockholders' deficiency of $294,167 as of September 30, 2010. This raises substantial doubt about its ability to continue as a going concern. Management's plans concerning this matter are also described in Note 7. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
WEBB & COMPANY, P.A.
Certified Public Accountants
 
Boynton Beach, Florida
December 7, 2010
 
 
F-1

 
 
Next Fuel, Inc.
 
(F/k/a Clinical Trials of the Americas, Inc.)
 
(A Development Stage Company)
 
Balance Sheets
 
   
             
ASSETS
 
             
   
September 30, 2010
   
September 30, 2009
 
Current Assets
           
  Cash   $ -     $ 79  
    Total Current Assets     -       79  
                 
Property and Equipment, net
    2,373       3,355  
                 
Total Assets
  $ 2,373     $ 3,434  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
 
                 
Current Liabilities
               
 Accounts Payable   $ 10,790     $ 10,235  
  Loan Payable     285,750       285,750  
Total  Liabilities
    296,540       295,985  
                 
Commitments and Contingencies
    -       -  
                 
Stockholders' Deficiency
               
  Preferred stock, $0.0001 par value; 100,000,000 shares authorized, none issued  and outstanding
    -       -  
  Common stock, $0.0001 par value; 100,000,000 shares authorized, 6,937,500 and 6,712,500 issued and outstanding, respectively     703       671  
  Additional paid-in capital
    261,571       198,397  
  Less: Treasury stock; 2,500,000 and 2,500,000, respectively     (93,000 )     (93,000 )
  Deficit accumulated during the development stage
    (463,441 )     (398,619 )
Total Stockholders' Deficiency
    (294,167 )     (292,551 )
                 
Total Liabilities and Stockholders' Deficiency
  $ 2,373     $ 3,434  
                 
 
See accompanying notes to financial statements.
 
 
F-2

 
 
Next Fuel, Inc.
 
(F/k/a Clinical Trials of the Americas, Inc.)
 
(A Development Stage Company)
 
Statements of Operations
 
   
   
                   
   
For the Year Ended September 30,
   
For the Period from August 14, 2007
 
   
2010
   
2009
   
(Inception) to September 30, 2010
 
Operating Expenses
                 
Professional fees
  $ 27,930     $ 146,537     $ 369,264  
General and administrative
    11,379       18,999       52,546  
Total Operating Expenses
    39,309       165,536       421,810  
                         
Loss from Operations
    (39,309 )     (165,536 )     (421,810 )
                         
Other Expenses
                       
Interest Expense
    (25,513 )     (16,118 )     (41,631 )
                         
LOSS FROM OPERATIONS BEFORE INCOME TAXES
    (64,822 )     (181,654 )     (463,441 )
                         
Provision for Income Taxes
    -       -       -  
                         
NET LOSS
  $ (64,822 )   $ (181,654 )   $ (463,441 )
                         
Net Loss Per Share  - Basic and Diluted
  $ (0.01 )   $ (0.04 )        
                         
Weighted average number of shares outstanding
                       
  during the year - Basic and Diluted
    6,886,336       4,781,660          
                         
 
See accompanying notes to financial statements.
 
 
F-3

 
 
Next Fuel, Inc.
 
(F/k/a Clinical Trials of the Americas, Inc.)
 
(A Development Stage Company)
 
Statement of Changes in Stockholders' Equity/(Deficiency)
 
For the period from August 14, 2007 (Inception) to September 30, 2010
 
                                                       
                                                       
                                                       
                                       
Deficit
             
   
Preferred Stock
   
Common stock
   
Additional
         
accumulated during the
         
Total
Stockholder's
 
                           
paid-in
   
Treasury
   
development
   
Subscription
    Equity/  
   
Shares
   
Amount
   
Shares
   
Amount
   
capital
   
Stock
   
stage
   
Receivable
   
(Deficiency)
 
                                                       
Balance August 14, 2007
    -     $ -       -     $ -     $ -     $ -     $ -     $ -     $ -  
                                              -                          
 Common stock issued for services to founder ($0.0001)
    -       -       5,000,000       500       -       -       -       -       500  
                                              -                          
 Common stock issued for cash ($0.10/ per share)
    -       -       1,240,000       124       123,876       -       -       (85,000 )     39,000  
                                                                         
 In kind contribution of cash
    -       -       -       -       100       -       -       -       100  
                                                                         
 In kind contribution of services
    -       -       -       -       700       -       -       -       700  
                                                                         
 Net loss for the period August 14, 2007 (inception) to September 30, 2007
    -       -       -       -       -       -       (12,300 )     -       (12,300 )
                                                                         
 Balance, for the year ended September 30, 2007
    -       -       6,240,000       624       124,676       -       (12,300 )     (85,000 )     28,000  
                                                                         
 Common stock issued for cash ($0.10/ per share)
    -       -       197,500       20       19,730       -       -       -       19,750  
                                                                         
 Purchase of treasury stock
    -       -       -       -       -       (40,000 )     -       -       (40,000 )
                                                                         
Cash received for subscription receivable
    -       -       -       -       -       -       -       85,000       85,000  
                                                                         
 In kind contribution of services
    -       -       -       -       5,200       -       -       -       5,200  
                                                                         
Net loss for the year ended September 30, 2008
    -       -       -       -       -       -       (204,665 )     -       (204,665 )
                                                                         
 Balance, for the year ended September 30, 2008
    -       -       6,437,500       644       149,606       (40,000 )     (216,965 )     -       (106,715 )
                                                                         
 Common stock issued for cash ($0.10/ per share)
    -       -       275,000       27       27,473       -       -       -       27,500  
                                                                         
 Purchase of treasury stock
    -       -       -       -       -       (53,000 )     -       -       (53,000 )
                                                                         
 In kind contribution of interest
    -       -       -       -       16,118       -       -       -       16,118  
                                                                         
 In kind contribution of services
    -       -       -       -       5,200       -       -       -       5,200  
                                                                         
Net loss for the year ended September 30, 2009
    -       -       -       -       -       -       (181,654 )     -       (181,654 )
                                                                         
Balance, September 30, 2009
    -       -       6,712,500       671       198,397       (93,000 )     (398,619 )     -       (292,551 )
                                                                         
 Common stock issued for cash ($0.10/ per share)
    -       -       325,000       32       32,468       -       -       -       32,500  
                                                                         
 In kind contribution of interest
    -       -       -       -       25,506       -       -       -       25,506  
                                                                         
 In kind contribution of services
    -       -       -       -       5,200       -       -       -       5,200  
                                                                         
Net loss for the year ended September 30, 2010
    -       -       -       -       -       -       (64,822 )     -       (64,822 )
                                                                         
Balance,  September 30, 2010
    -     $ -       7,037,500     $ 703     $ 261,571     $ (93,000 )   $ (463,441 )   $ -     $ (294,167 )
 
See accompanying notes to financial statements.
 
 
F-4

 
 
Next Fuel, Inc.
 
(F/k/a Clinical Trials of the Americas, Inc.)
 
(A Development Stage Company)
 
Statements of Cash Flows
 
         
                   
   
For the Year Ended September 30,
   
For the Period From August 14, 2007
 
   
2010
   
2009
   
(Inception) to September 30, 2010
 
Cash Flows Used In Operating Activities:
                 
Net Loss
  $ (64,822 )   $ (181,654 )   $ (463,441 )
  Adjustments to reconcile net loss to net cash used in operations
                       
    Common stock issued for services
    -       -       500  
    In-kind contribution of services
    5,200       5,200       16,300  
    In-kind contribution of interest
    25,506       16,118       41,624  
   Depreciation expense
    982       982       2,535  
  Changes in operating assets and liabilities:
                       
     Decrease in other receivables
    -       233       -  
     Decrease in prepaid expenses
    -       4,167       -  
      Increase (Decrease) in accounts payable and accrued expenses
    555       9,337       10,790  
Net Cash Used In Operating Activities
    (32,579 )     (145,617 )     (391,692 )
                         
Cash Flows From Investing Activities:
                       
Purchase of Fixed Assets
    -       -       (4,908 )
Net Cash Used In Investing Activities
    -       -       (4,908 )
                         
Cash Flows From Financing Activities:
                       
Proceeds from loan payable
    -       185,125       325,750  
Repayments of loan payable
    -       (40,000 )     (40,000 )
Purchase of treasury stock
    -       (53,000 )     (93,000 )
Proceeds from issuance of common stock
    32,500       27,500       203,850  
Net Cash Provided by Financing Activities
    32,500       119,625       396,600  
                         
Net (Decrease) in Cash
    (79 )     (25,992 )     -  
                         
Cash at Beginning of Year/Period
    79       26,071       -  
                         
Cash at End of Year/Period
  $ -     $ 79     $ -  
                         
Supplemental disclosure of cash flow information:
                       
                         
Cash paid for interest
  $ -     $ -     $ -  
Cash paid for taxes
  $ -     $ 127     $ 127  
                         
Supplemental disclosure of non-cash investing and financing activities:
                       
                         
Stock issued in exchange for subscription receivable
  $ -     $ -     $ -  
                         
 
See accompanying notes to financial statements.
 
 
F-5

 
 
NEXT FUEL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2010 AND 2009
 
NOTE 1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A) Basis of Presentation
 
Clinical Trials of the Americas, Inc. (a development stage company) (the "Company") was incorporated under the laws of the State of Nevada on August 14, 2007.  Clinical Trials of the Americas, Inc. is a service-based firm that will provide clinical trial investigator services to pharmaceutical companies throughout the Americas.

On May 29, 2009, in connection with the letter of intent with Next Fuel, Inc., the Company filed a Certificate of Amendment to the Articles of Incorporation changing the Company’s name to Next Fuel, Inc. (see Note 8).

Activities during the development stage include developing the business plan and raising capital.
 
 (B) Use of Estimates

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period.  Actual results could differ from those estimates.

(C) Cash and Cash Equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents.  At September 30, 2010 and 2009, respectively, the Company had no cash equivalents.

(D) Loss Per Share

Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by FASB Accounting Standards Codification Topic 260, “Earnings Per Share". As of September 30, 2010 and 2009, respectively, there were no common share equivalents outstanding.

(E) Property and Equipment

The Company values property and equipment at cost and depreciates these assets using the straight-line method over their expected useful life. The Company uses a five year life for computer equipment.
 
 
F-6

 
 
NEXT FUEL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2010 AND 2009

(F) Income Taxes

The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”).  Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

   
2010
   
2009
 
             
Expected income tax expense at the statutory rate of 38.55%
  $ (24,991 )   $ (70,034 )
Tax effect of expenses that are not deductible for income tax purposes (net of other amounts deductible for tax purposes)
    11,840       8,218  
Tax effect of differences in the timing of deductibility of items for income tax purposes
    -       -  
Change in valuation allowance
    13,151       61,816  
                 
Provision for income taxes
  $ -     $ -  
                 
The components of deferred income taxes are as follows:
               
      2010       2009  
                 
                 
Deferred income tax asset:
               
Net operating loss carryforwards
  $ 155,628     $ 142,477  
Valuation allowance
    (155,628 )     (142,477 )
Deferred income taxes
  $ -     $ -  
 
As of September 30, 2010 and 2009 the Company has a net operating loss carryforward of approximately $404,978 per S-1 and $370,862, respectively, available to offset future taxable income through 2030. The valuation allowance at September 30, 2010 was $155,628.  The valuation allowance at September 30, 2009 was $142,477. The net change in the valuation allowance for the year ended September 30, 2010 was an increase of $13,151.
 
 
F-7

 
 
NEXT FUEL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2010 AND 2009
 
 
(G) Business Segments

The Company operates in one segment and therefore segment information is not presented.

(H) Revenue Recognition

The Company will recognize revenue on arrangements in accordance with FASB ASC No. 605, “Revenue Recognition”.  In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.

 (I) Fair Value of Financial Instruments

The carrying amounts reported in the balance sheet for accounts payable and loan payable approximate fair value based on the short-term maturity of these instruments.
 
NOTE 2
PROPERTY AND EQUIPMENT
 
At September 30, 2010 and September 30, 2009 property and equipment is as follows:

   
September 30, 2010
   
September 30, 2009
 
             
Computer Equipment
  $ 4,908     $ 4,908  
Less accumulated depreciation
    (2,535 )     (1,553 )
                 
    $ 2,373     $ 3,355  
 
Depreciation expense for the year ended September 30, 2010 and 2009 and the period from August 14, 2007 to September 30, 2010 was $982, $982 and $2,535 respectively.

NOTE 3
STOCKHOLDERS’ DEFICIT

(A) Common Stock Issued for Cash

On August 10, 2010, the Company issued 50,000 shares of common stock for $5,000 ($0.10/share).

On July 20, 2010, the Company issued 50,000 shares of common stock for $5,000 ($0.10/share).

On April 13, 2010, the Company issued 75,000 shares of common stock for $7,500 ($0.10/share).
 
 
F-8

 
 
NEXT FUEL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2010 AND 2009

On February 17, 2010, the Company issued 50,000 shares of common stock for $5,000 ($0.10/share).

On November 4, 2009, the Company issued 100,000 shares of common stock for $10,000 ($0.10/share).

During March and April 2009, the Company issued 275,000 shares of common stock for $27,500 ($0.10/share).

During October and November 2007, the Company issued 197,500 shares of common stock for $19,750 ($0.10/share).

During October 2007, the Company collected $85,000 ($0.10/share) for the sale of 850,000 shares of common stock made during the period from August 14, 2007 (inception) through September 30, 2007.

For the year ended September 30, 2007 the Company issued 390,000 shares of common stock for $39,000 ($0.10/share).

(B) In-Kind Contribution

For the year ended September 30, 2010, a shareholder of the Company contributed services having a fair value of $5,200 (See Note 6).

For the year ended September 30, 2010, the Company recorded contributed interest expense having a fair value of $25,506 (See Note 4).
 
For the year ended September 30, 2009, the Company recorded contributed interest expense having a fair value of $16,118 (See Note 4).

For the year ended September 30, 2009 a shareholder of the Company contributed services having a fair value of $5,200 (See Note 6).

For the year ended September 30, 2008 a shareholder of the Company contributed services having a fair value of $5,200 (See Note 6).

For the period from August 14, 2007 (Inception) through September 30, 2007 a shareholder of the Company contributed services having a fair value of $700 (See Note 6).

For the period from August 14, 2007 (Inception) through September 30, 2007 a principal stockholder of the Company contributed cash of $100 (See Note 6).
 
 
F-9

 
 
NEXT FUEL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2010 AND 2009
 
 
(C) Stock Issued for Services

On August 14, 2007, the Company issued 5,000,000 shares of common stock to its founders having a fair value of $500 ($0.0001/share) in exchange for services provided (See Note 6).

(D) Treasury Shares

During the year ended September 30, 2009, the Company re-purchased 1,424,731 shares of common stock for $53,000.

During the year ended September 30, 2008, the Company re-purchased 1,075,269 shares of common stock for $40,000.

NOTE 4
LOAN PAYABLE
 
Through September 30, 2009, the Company received $325,750 of advances to fund operations of which $40,000 was repaid in 2009.  The loans were made pursuant to the Letter of Intent (See Note 8).  The remaining loan balance at September 30, 2010 is $285,750. For the year ended September 30, 2010 the Company recorded $25,506 as an in kind contribution of interest.  The advances are unsecured, non interest bearing and due on demand (See Note 3(B)).
 
NOTE 5
COMMITMENTS
                
On October 12, 2007 the Company entered into a consulting agreement to receive administrative and other miscellaneous services.  The Company is required to pay $5,000 a month.  The agreement will remain in effect unless either party desires to cancel the agreement.   This agreement has been terminated effective October 1, 2008.
 
NOTE 6
RELATED PARTY TRANSACTIONS
 
For the year ended September 30, 2010 a shareholder of the Company contributed services having a fair value of $5,200 (See Note 3(B)).

For the year ended September 30, 2009 a shareholder of the Company contributed services having a fair value of $5,200 (See Note 3(B)).

For the year ended September 30, 2008 the shareholder of the Company contributed services having a fair value of $5,200 (See Note 3(B)).

For the period from August 14, 2007 (Inception) through September 30, 2007, the Company received $100 from a principal stockholder. Proceeds have been recorded as an in-kind contribution (See Note 3(B)).
 
 
F-10

 
 
NEXT FUEL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2010 AND 2009
 
 
For the period from August 14, 2007 (Inception) through September 30, 2007 the shareholder of the Company contributed services having a fair value of $700 (See Note 3(B)).

On August 14, 2007, the Company issued 5,000,000 shares of common stock to its founders having a fair value of $500 ($0.0001/share) in exchange for services provided (See Note 3(C)).
 
NOTE 7
GOING CONCERN
           
As reflected in the accompanying financial statements, the Company is in the development stage with no operations and has a net loss since inception of $463,441 and negative cash flows from operations of $391,692 from inception. In addition there is a working capital deficiency of $296,540 and stockholders’ deficiency of $294,167 as of September 30, 2010.  This raises substantial doubt about its ability to continue as a going concern.  The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan.  The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.
 
NOTE 8
BINDING LETTER OF INTENT
 
On April 6, 2009 the Company entered into a binding letter of intent with Next Fuel, Inc.  Pursuant to the letter of intent, the Company will issue to Next Fuel approximately 75% of the Company’s outstanding shares for total consideration of $300,000.  As of September 30, 2010, the terms of the agreement have not been completed (See Note 4).

On May 29, 2009, in connection with the letter of intent with Next Fuel, Inc., the Company filed a Certificate of Amendment to the Articles of Incorporation changing the Company’s name to Next Fuel, Inc. (See Note 1(A))
 
NOTE 9
SUBSEQUENT EVENT
 
         On October 14, 2010, the Company issued 50,000 shares of common stock for $5,000 ($0.10/share).
 
 
F-11

 
 
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 
Our accountant is Webb & Company. P.A, independent certified public accountants. We do not presently intend to change accountants. At no time have there been any disagreements with such accountants regarding any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.
 
ITEM 9A(T):    CONTROLS AND PROCEDURES
 
a)   Evaluation of Disclosure Controls. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial and Accounting Officer we conducted an evaluation of  our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of September 30, 2010. Based on this evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules
 
Management’s Annual Report on Internal Control Over Financial Reporting
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed 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 in the United States of America.  Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
 
Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 
 
Our management conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework at September 30, 2010.   Based on its evaluation, our management concluded that, as of September 30, 2010, our internal control over financial reporting was effective.
 
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to the attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.
 
(b)   Changes in internal control over financial reporting.  There was no change in our internal control over financial reporting during the quarter ended September 30, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting .
 
 
 
7

 
 
PART III
 
ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS: COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
 
We have two Directors and Officers as follows:

Name
Age
Positions and Offices Held
     
John Cline
53
President/Director
Beverly W. Cline
53
Secretary and Director
 
John Cline, 53, President.  Mr. Cline has been president, chief executive officer and a member of Etrials' board of directors since March 2000. Mr. Cline was the Vice President of Sales and Marketing of MiniDoc AB, a publicly held Swedish corporation, from September 1997 until December 1999, when he founded and became the president, chief executive officer and a member of the Board of Directors of Expidata, Inc., which was acquired by Etrials in March 2000. Mr. Cline received his BA degree from the University of Georgia
 
Beverly W. Cline, 53, Secretary.  Beverly W. Cline was a cofounder of Exipidata, which through numerous transactions became Etrials worldwide a NASDAQ Global Market company. Mrs. Cline was instrumental in the planning, developing and execution of the company’s early business plan. She is also active in various investments and business ventures. She holds a Bachelor of Science degree from West Virginia University.
 
We will not enter into a business combination, or acquire any assets of any kind for its securities, in which our management or any affiliates or associates have any interest, direct or indirect.

There are no binding guidelines or procedures for resolving potential conflicts of interest. Failure by management to resolve conflicts of interest in favor of the Company could result in liability of management to the Company. However, any attempt by shareholders to enforce a liability of management to the Company would most likely be prohibitively expensive and time consuming.
 
Term of Office
 
Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.
 
Audit Committee
 
We do not have a standing audit committee of the Board of Directors. Management has determined not to establish an audit committee at present because of our limited resources and limited operating activities do not warrant the formation of an audit committee or the expense of doing so. We do not have a financial expert serving on the Board of Directors or employed as an officer based on management’s belief that the cost of obtaining the services of a person who meets the criteria for a financial expert under Item 401(e) of Regulation S-X is beyond its limited financial resources and the financial skills of such an expert are simply not required or necessary for us to maintain effective internal controls and procedures for financial reporting in light of the limited scope and simplicity of accounting issues raised in its financial statements at this stage of its development.
 
Certain Legal Proceedings
 
No director, nominee for director, or executive officer of the Company has appeared as a party in any legal proceeding material to an evaluation of his ability or integrity during the past five years.
 
Compliance With Section 16(A) Of The Exchange Act.
 
Section 16(a) of the Exchange Act requires the Company’s officers and directors, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and are required to furnish copies to the Company. To the best of the Company’s knowledge, any reports required to be filed were timely filed in fiscal year ended September 30, 2010.
 
Code of Ethics
 
The company has adopted a Code of Ethics applicable to its Chief Executive Officer and Chief Financial Officer. This Code of Ethics was previously filed as an exhibit to the Form 10K/A filed with the SEC on August 21, 2009.
 
 
8

 
 
ITEM 11.   EXECUTIVE COMPENSATION
 
Compensation of Executive Officers
  
The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during the fiscal years ended September 30, 2010 and 2009 in all capacities for the accounts of our executives, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO):
 
SUMMARY COMPENSATION TABLE
 
Name and Principal
Position
 
Year
 
Salary
($)
   
Bonus
($)
   
Stock
Awards
($)
 
Option
Awards
($)
   
Non-Equity Incentive Plan Compensation ($)
   
Non-Qualified Deferred Compensation Earnings
($)
   
All Other Compensation
($)
   
Totals
($)
 
                                                     
John Cline
President, Chief Executive Officer and Director
 
2010
 
$
0
     
0
     
0
     
0
     
0
     
0
     
0
   
$
0
 
   
2009
 
$
0
     
0
     
0
     
0
     
0
     
0
     
0
   
$
0
 
                                                                     
Beverly Cline,
Secretary and Director
 
2010
 
0
     
0
     
0
     
0
     
0
     
0
     
0
   
$
0
 
   
2009
 
$
0
     
0
     
0
     
0
     
0
     
0
     
0
   
$
0
 
 
Employment Agreements
 
We do not have any employment agreements in place with our sole officer and director.

Compensation of Directors

Directors do not receive any compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, directors in such capacity.
 
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
The following table sets forth each person known by us to be the beneficial owner of five percent or more of the Company's Common Stock, all directors individually and all directors and officers of the Company as a group. Except as noted, each person has sole voting and investment power with respect to the shares shown.
 
Name and Address of
Beneficial Owner
Amount of
Beneficial Ownership
Percentage
of Class
     
John Cline
210 Walford Way
Cary, NC 27519
2,500,000
57.4%
     
Beverly W. Cline
210 Walford Way
Cary, NC 27519
1,424,731
32.7%

 
9

 
 
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTION, AND DIRECTOR INDEPENDENCE

For the year ended September 30, 2010 a shareholder of the Company contributed services having a fair value of $5,200.

For the year ended September 30, 2009 the shareholder of the Company contributed services having a fair value of $5,200.

For the year ended September 30, 2008 the shareholder of the Company contributed services having a fair value of $5,200.

For the period from August 14, 2007 (Inception) through September 30, 2007, the Company received $100 from a principal stockholder. Proceeds have been recorded as an in-kind contribution.

For the period from August 14, 2007 (Inception) through September 30, 2007 the shareholder of the Company contributed services having a fair value of $700.

On August 14, 2007, the Company issued 5,000,000 shares of common stock to its founders having a fair value of $500 ($0.0001/share) in exchange for services provided.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
Audit Fees
 
For the Company’s fiscal year ended September 30, 2010 and 2009, we were billed approximately $14,675 and $14,050 for professional services rendered for the audit and review of our financial statements.
 
Audit Related Fees

There were no fees for audit related services for the year ended September 30, 2010 and 2009.

Tax Fees
 
For the Company’s fiscal year ended September 30, 2010 and 2009, we were not billed for professional services rendered for tax compliance, tax advice, and tax planning.
 
All Other Fees
 
The Company did not incur any other fees related to services rendered by our principal accountant for the fiscal years ended September 30, 2010 and 2009.
 
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.

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our auditor is engaged by us or our subsidiaries to render any auditing or permitted non-audit related service, the engagement be:

-approved by our audit committee; or

-entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular  service,  the  audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities to management.

We do not have an audit committee.  Our entire board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the entire board of directors either before or after the respective services were rendered.
 
 
10

 
 
PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

a) Documents filed as part of this Annual Report
 
1. Financial Statements
 
2. Financial Statement Schedules
 
3. Exhibits
 
Exhibits #      Title
 
14                    The Code of Ethics was previously filed on August 21, 2009 as an exhibit to the Form 10K/A.
 
31.1                 Certification of President, Chief Executive Officer, Chief Financial Officer, Chairman of the Board of Directors Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
32.1                 Certification of President, Chief Executive Officer, Chief Financial Officer, Chairman of the Board of Directors Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 
11

 

SIGNATURES
 
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, there unto duly authorized.
 
NEXT FUEL, INC.
 
By:
/s/Robert H. Craig
 
Chief Executive Officer, Secretary
Chairman of the Board of Directors
 
Dated
April 20, 2011
 
By:
/s/Robert Kindle
 
Chief Financial Officer
 
Dated
April 20, 2011
 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
Signature
 
Title
 
Date
         
/s/ Robert H. Craig
 
Chief Executive Officer,
 
April 20, 2011
Robert H. Craig
 
Secretary, Chairman of the Board of Directors
   
         
/s/Robert Kindle        
Robert Kindle   Chief Financial Officer   April 20, 2011
 
 
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