NEXT FUEL, INC. - FORM 10-Q - August 15, 2011

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
 
FORM 10-Q
_______________
 
x   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2011
 
o  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 For the transition period from ______to______.
 
Commission File Number: 333-148493
 
NEXT FUEL, INC.
 (Exact name of registrant as specified in it's charter)
 
NEVADA
  
 32-2305768
(State or other jurisdiction of
incorporation or organization)
  
(IRS Employee Identification No.)


821 Frank Street Sheridan WY 82801
 (Address of Principal Executive Offices)
 _______________
 
     (307) 674-2145
 (Registrant's Telephone number, including area code)
_______________
 
Indicate by check mark whether the issuer (1) 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 
 Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer.  See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):
 
Large Accelerated Filer o
Accelerated Filer o     
Non-Accelerated Filer o
Smaller Reporting Company x

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

Indicate the number of shares issued and outstanding of each of the issuer’s classes of common stock, as of August 15, 2011: 9,547,500 shares of issued common stock.
 
 
 
 
 
NEXT FUEL, INC.

FORM 10-Q
 
June 30, 2011
 
INDEX
 
PART I-- FINANCIAL INFORMATION
 
Item 1.
Financial Statements
  1
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
   18
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
   21
Item 4.
Control and Procedures
   21
 
PART II-- OTHER INFORMATION
 
Item 1
Legal Proceedings
   22
Item 1A
Risk Factors
   22
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
   23
Item 3.
Defaults Upon Senior Securities
   25
Item 4.
Removed and Reserved
   25
Item 5.
Other Information
   25
Item 6.
Exhibits
   25
 
SIGNATURE
 
 
 
 
 
NEXT FUEL, INC.
 (A DEVELOPMENT STAGE COMPANY)

CONTENTS


PAGE
1
CONDENSED BALANCE SHEETS AS OF JUNE 30, 2011 (UNAUDITED) AND AS OF SEPTEMBER 30, 2010
     
PAGE
2
CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2011 AND 2010, AND FOR THE PERIOD FROM AUGUST 14, 2007 (INCEPTION) TO JUNE 30, 2011 (UNAUDITED)
     
PAGE
3
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY/DEFICIENCY FOR THE PERIOD FROM AUGUST 14, 2007 (INCEPTION) TO JUNE 30, 2011 (UNAUDITED)
     
PAGE
4
CONDENSED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED JUNE 30, 2011 AND 2010, AND FOR THE PERIOD FROM AUGUST 14, 2007 (INCEPTION) TO JUNE 30, 2011 (UNAUDITED)
     
PAGE
5 - 17
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
     
 
 
 
 
 
Next Fuel, Inc.
  
(F/k/a Clinical Trials of the Americas, Inc.)
  
(A Development Stage Company)
  
Condensed Balance Sheets
  
   
             
ASSETS
  
             
   
June 30, 2011
    
September 30, 2010
  
   
(Unaudited)
        
Current Assets
            
Cash
   $ 2,560,269     $ -  
Inventory
     11,005       -  
Prepaid Expenses
     6,437       -  
  Total Current Assets
     2,577,711       -  
                 
Equipment and Intangibles, net
     4,548       2,373  
                 
Total Assets
   $ 2,582,259     $ 2,373  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIENCY)
  
                 
Current Liabilities
                
Accounts payable and accrued expenses
   $ 73,537     $ 10,790  
Loan Payable
     -       285,750  
Loan Payable - related party
     11,856       -  
Total  Liabilities
     85,393       296,540  
                 
Commitments and Contingencies
     -       -  
                 
Stockholders' Equity/(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, 12,050,000 and 7,037,500
                
issued and outstanding, respectively
     1,205       703  
  Additional paid-in capital
     21,623,179       261,571  
Less: Treasury stock; 2,500,000 and 2,500,000, respectively
     (93,000 )     (93,000 )
  Deficit accumulated during the development stage
     (19,034,518 )     (463,441 )
Total Stockholders' Equity/(Deficiency)
     2,496,866       (294,167 )
                 
Total Liabilities and Stockholders' Equity/(Deficiency)
   $ 2,582,259     $ 2,373  
                 
 
See accompanying notes to condensed unadited financial statements
 
1
 
 
Next Fuel, Inc.
  
(F/k/a Clinical Trials of the Americas, Inc.)
  
(A Development Stage Company)
  
Condensed Statements of Operations
  
(Unaudited)
  
   
   
                               
   
For the Three Months Ended
June 30,
    
For the Nine Months Ended
June 30,
    
For the Period from August 14, 2007(Inception) to June 30,
  
   
2011
    
2010
    
2011
    
2010
    
 2011
  
                               
Sales
   $ 11,490     $ -     $ 11,490     $ -     $ 11,490  
                                         
Cost of Goods Sold
     (11,005 )     -       (11,005 )     -       (11,005 )
                                         
Gross Profit
     485       -       485       -       485  
                                         
Operating Expenses
                                        
Professional fees
   $ 117,336     $ 11,354     $ 505,269     $ 23,333     $ 874,533  
Research and development costs
     -       -       17,649,999       -       17,649,999  
Contribution Expense
     100,000       -       100,000       -       100,000  
General and administrative
     244,214       2,721       252,217       8,269       304,763  
Total Operating Expenses
     461,550       14,075       18,507,485       31,602       18,929,295  
                                         
Loss from Operations
     (461,065 )     (14,075 )     (18,507,000 )     (31,602 )     (18,928,810 )
                                         
Other Expenses
                                        
Interest Income
     497       -       497       -       497  
Interest Expense
     (1,750 )     (6,340 )     (64,574 )     (19,164 )     (106,205 )
Total Other Income/(Expense)
     (1,253 )     (6,340 )     (64,077 )     (19,164 )     (105,708 )
                                         
                                         
LOSS FROM OPERATIONS BEFORE INCOME TAXES
     (462,318 )     (20,415 )     (18,571,077 )     (50,766 )     (19,034,518 )
                                         
Provision for Income Taxes
     -       -       -       -       -  
                                         
NET LOSS
   $ (462,318 )   $ (20,415 )   $ (18,571,077 )   $ (50,766 )   $ (19,034,518 )
                                         
Net Loss Per Share  - Basic and Diluted
   $ (0.04 )   $ (0.00 )   $ (2.17 )   $ (0.01 )        
                                         
Weighted average number of shares outstanding
                                        
  during the year - Basic and Diluted
     11,337,610       6,927,500       8,546,287       6,845,467          
 
See accompanying notes to condensed unadited financial statements
 
2
 
 
Next Fuel, Inc.
  
(F/k/a Clinical Trials of the Americas, Inc.)
  
(A Development Stage Company)
  
Condensed Statement of Changes in Stockholders' Equity/(Deficiency)
  
For the period from August 14, 2007 (Inception) to June 30, 2011
  
(Unaudited)
  
                                                       
                                                       
                                                       
                                       
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 )
                                                                         
Common stock issued for cash ($0.10/ per share)
     -       -       50,000       5       4,995       -       -       -       5,000  
                                                                         
Common stock issued for cash ($2/ per share) less stock offering costs
     -       -       50,000       5       95,957       -       -       -       95,962  
                                                                         
Common stock issued for cash ($3/ per share)
     -       -       400,000       40       1,199,960       -       -       -       1,200,000  
                                                                         
Common stock issued for cash ($2/ per share)
     -       -       1,000,000       100       1,999,875       -       -       -       1,999,975  
                                                                         
Conversion of $50,000 convertible note  to 500,000 shares of stock
     -       -       500,000       50       49,950       -       -       -       50,000  
                                                                         
Benefical conversion of convertible note payable
     -       -       -       -       50,000       -       -       -       50,000  
                                                                         
Issuance of 3,010,000 shares in exchange for intellectual property
     -       -       3,010,000       301       13,394,199       -       -       -       13,394,500  
                                                                         
Issuance of 1,000,000 warrants in exchange for intellectual property
     -       -       -       -       4,250,499       -       -       -       4,250,499  
                                                                         
Common stock issued for services ($5.50/ per share)
     -       -       2,500       1       13,749       -       -       -       13,750  
                                                                         
Value of service provided for the acquisition of intellectual property
     -       -       -       -       287,000       -       -       -       287,000  
                                                                         
In kind contribution of interest
     -       -       -       -       12,824       -       -       -       12,824  
                                                                         
In kind contribution of services
     -       -       -       -       2,600       -       -       -       2,600  
                                                                         
Net loss for the nine months ended June 30, 2011
     -       -       -       -       -       -       (18,571,077 )     -       (18,571,077 )
                                                                         
Balance, June 30, 2011
     -     $ -       12,050,000     $ 1,205     $ 21,623,179     $ (93,000 )   $ (19,034,518 )   $ -     $ 2,496,866  
 
See accompanying notes to condensed unadited financial statements
 
3
 
 
Next Fuel, Inc.
  
(F/k/a Clinical Trials of the Americas, Inc.)
  
(A Development Stage Company)
  
Condensed Statements of Cash Flows
  
(Unaudited)
  
         
                   
   
For the Nine Months Ended June 30,
    
For the Period From August 14, 2007(Inception) to June 30,
  
   
2011
    
2010
    
 2011
  
Cash Flows Used In Operating Activities:
                  
Net Loss
   $ (18,571,077 )   $ (50,766 )   $ (19,034,518 )
  Adjustments to reconcile net loss to net cash used in operations
                        
    Common stock issued for services
     13,750       -       14,250  
    Common stock issued for intellectual property
     17,644,999       -       17,644,999  
    Beneficial conversion feature in stock conversion
     50,000       -       50,000  
    In-kind contribution of services
     289,600       3,900       305,900  
    In-kind contribution of interest
     12,824       19,164       54,448  
   Depreciation and amortization expense
     786       735       3,321  
  Changes in operating assets and liabilities:
                        
      Increase in inventory
     (11,005 )     -       (11,005 )
      Increase in prepaid
     (6,437 )     -       (6,437 )
      Increase in accounts payable and accrued expenses
     62,747       4,388       73,537  
Net Cash Used In Operating Activities
     (513,813 )     (22,579 )     (905,505 )
                         
Cash Flows Used in Investing Activities:
                        
Purchase of Fixed Assets
     (2,961 )     -       (7,869 )
Net Cash Used In Investing Activities
     (2,961 )     -       (7,869 )
                         
Cash Flows From Financing Activities:
                        
Proceeds from loan payable
     -       -       325,750  
Proceeds from loan payable  - related party
     11,856       -       11,856  
Proceeds from convertible note payabe
     50,000       -       50,000  
Repayments of loan payable
     (285,750 )     -       (325,750 )
Purchase of treasury stock
     -       -       (93,000 )
Proceeds from issuance of common stock, net of offering costs
     3,300,937       22,500       3,504,787  
Net Cash Provided by Financing Activities
     3,077,043       22,500       3,473,643  
                         
Net (Decrease) in Cash
     2,560,269       (79 )     2,560,269  
                         
Cash at Beginning of Year/Period
     -       79       -  
                         
Cash at End of Year/Period
   $ 2,560,269     $ -     $ 2,560,269  
                         
Supplemental disclosure of cash flow information:
                        
                         
Cash paid for interest
   $ 1,750     $ -     $ 1,750  
Cash paid for taxes
   $ -     $ -     $ 127  
                         
Supplemental disclosure of non-cash investing and financing activities:
                        
                         
During the nine months ended June 30, 2011 the Company converted
                        
$50,000 of convertible note payable into 500,000 shares of common
                        
stock at a conversion rate of $0.10 per share.  The Company also
                        
recongnized a $50,000 benefical conversion feature as an interest expesne
                        
on the conversion.
                        
 
See accompanying notes to condensed unadited financial statements
 
4
 
NEXT FUEL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF JUNE 30, 2011
(UNAUDITED)

NOTE 1       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A) Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information.  Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.

It is management's opinion, however that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statements presentation.  The results for the interim period are not necessarily indicative of the results to be expected for the year.

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 10).

Activities during the development stage include initiating pilot test work, finalizing 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 June 30, 2011 and September 30, 2010, respectively, the Company had no cash equivalents.

 
5
 
NEXT FUEL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF JUNE 30, 2011
(UNAUDITED)


(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”.

Diluted income per share includes the dilutive effects of stock options, warrants, and stock equivalents.  To the extent stock options, stock equivalents and warrants are anti-dilutive; they are excluded from the calculation of diluted income per share.  For the three and nine months ended June 30, 2011 and 2010 respectively, 1,000,000, 1,000,000, 0 and 0,  shares were issuable upon the exercise of  warrants and were not included in the computation of income per share because their inclusion is anti-dilutive. 

(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) Website Development Costs
 
In accordance with ASC No. 350, Intangibles, Goodwill and Other, the Company requires that intangible assets with a finite life be amortized over their life and requires that goodwill and intangible assets be reviewed for impairment annually or more frequently if impairment indicators arise.

(G) Stock-Based Compensation
 
In December 2004, the FASB issued ASC No. 718, Compensation – Stock Compensation (“ASC 718”).  Under ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans.  As such, compensation cost is measured on the date of grant at their fair value.  Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant.  The Company applies this statement prospectively.
 
Equity instruments (“instruments”) issued to persons other than employees are recorded on the basis of the fair value of the instruments, as required by ASC 718.  ASC No. 505, Equity Based Payments to Non-Employees (“ASC 505”) defines the measurement date and recognition period for such instruments.
 
In general, the measurement date is (a) when a performance commitment, as defined, is reached or (b) when the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant as defined in the ASC 505.
 
 
6
 
NEXT FUEL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF JUNE 30, 2011
(UNAUDITED)

 
(H) Inventory
 
Inventory is valued at the lower of cost or market value. Cost is determined using the first in first out (FIFO) method. Provision for potentially obsolete or slow moving inventory is made based on management analysis or inventory levels and future sales forecasts. As of June 30, 2011, the Company's inventory consisted of $11,005 of finished goods. No impairment was deemed necessary as of June 30, 2011.

(I) Business Segments

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

(J) Revenue Recognition

The Company recognizes 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.

 (K) Fair Value of Financial Instruments

The carrying amounts reported in the balance sheet for prepaid expenses, accounts payable and accrued expenses and loan payable approximate fair value based on the short-term maturity of these instruments.

(L) Research and Development
 
Under ASC No 350, goodwill and any other intangible assets deemed to have indefinite lives are not subject to amortization; however, goodwill is subject to impairment reviews, which must be performed at least annually or more frequently if events or circumstances indicate that goodwill or other indefinite lives intangibles might be impaired.
 
 
7
 
NEXT FUEL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF JUNE 30, 2011
(UNAUDITED)
 
(M) Concentration of Credit Risk
 
At June 30, 2011, 100% of sales are to one customer.

At times theCompany has cash in bank accounts in excess of FDIC insurance limits. The Company had approximately $2,401,315 and $0 in excess of FDIC insurance limits as of June 30, 2011 and June 30, 2010, respectively.
 
(N) 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.

(0) Recent Accounting Pronouncements

ASU No. 2011-02; A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring (“TDR”).  In April, 2011, the FASB issued ASU No. 2011-02, intended to provide additional guidance to assist creditors in determining whether a restructuring of a receivable meets the criteria to be considered a troubled debt restructuring. The amendments in this ASU are effective for the first interim or annual period beginning on or after June 15, 2011, and are to be applied retrospectively to the beginning of the annual period of adoption. As a result of applying these amendments, an entity may identify receivables that are newly considered impaired. Early adoption is permitted. The Company intends to adopt the methodologies prescribed by this ASU by the date required, and is continuing to evaluate the impact of adoption of this ASU.

ASU No. 2011-03; Reconsideration of Effective Control for Repurchase Agreements.  In April, 2011, the FASB issued ASU No. 2011-03. The amendments in this ASU remove from the assessment of effective control the criterion relating to the transferor’s ability to repurchase or redeem financial assets on substantially the agreed terms, even in the event of default by the transferee. The amendments in this ASU also eliminate the requirement to demonstrate that the transferor possesses adequate collateral to fund substantially all the cost of purchasing replacement financial assets.

The guidance in this ASU is effective for the first interim or annual period beginning on or after December 15, 2011. The guidance should be applied prospectively to transactions or modifications of existing transactions that occur on or after the effective date. Early adoption is not permitted. The Company will adopt the methodologies prescribed by this ASU by the date required, and does not anticipate that the ASU will have a material effect on its financial position or results of operations.

ASU No. 2011-04; Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.   In May, 2011, the FASB issued ASU No. 2011-04. The amendments in this ASU generally represent clarifications of Topic 820, but also include some instances where a particular principle or requirement for measuring fair value or disclosing information about fair value measurements has changed.  This ASU results in common principles and requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. GAAP and IFRSs.  The amendments in this ASU are to be applied prospectively. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011. Early application by public entities is not permitted.
 
 
8
 
NEXT FUEL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF JUNE 30, 2011
(UNAUDITED)

 
The Company will adopt the methodologies prescribed by this ASU by the date required, and does not anticipate that the ASU will have a material effect on its financial position or results of operations.

ASU No. 2011-05; Amendments to Topic 220, Comprehensive Income.  In June, 2011, the FASB issued ASU No. 2011-05. Under the amendments in this ASU, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. This ASU eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. The amendments in this ASU do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income.
 
NOTE 2        PROPERTY AND EQUIPMENT
 
At June 30, 2011 and September 30, 2010 property and equipment is as follows:

   
June 30, 2011
    
September 30, 2010
  
             
Computer Equipment
   $ 6,369     $ 4,908  
Website Costs
     1,500       -  
Less accumulated depreciation and amortization
     (3,321 )     (2,535 )
                 
    $ 4,548     $ 2,373  
 
Depreciation expense for the nine months ended June 30, 2011 and 2010 and the period from August 14, 2007 to June 30, 2011 was $786, $735 and $3,321 respectively.

 
9
 
NEXT FUEL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF JUNE 30, 2011
(UNAUDITED)
 
NOTE 3        STOCKHOLDERS’ EQUITY/DEFICIENCY

(A)  Common Stock Issued for Cash

On May 12, 2011, the Company issued 400,000 shares of common stock for $1,200,000 ($3/share).

On May 20, 2011, the Company issued 950,000 shares of common stock for $1,899,975 ($2/share) as a second installment of the subscription agreement.

On April 6, 2011, the Company issued 50,000 shares of common stock for $100,000 ($2/share), less $4,038 in stock offering costs.

On October 14, 2010, the Company issued 50,000 shares of common stock for $5,000 ($0.10/share).

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).

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).
 
 
10
 
NEXT FUEL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF JUNE 30, 2011
(UNAUDITED)

 
(B) In-Kind Contribution

For the nine months ended June 30, 2011 a principal stockholder of the Company contributed services on behalf of the Company related to the acquisition of the intellectual property with a fair value of $287,000 (See Note 8).

For the nine months ended June 30, 2011, a shareholder of the Company contributed services having a fair value of $2,600 (See Note 8).

For the year ended September 30, 2010, a shareholder of the Company contributed services having a fair value of $5,200 (See Note 8).

For the nine months ended June 30, 2011, the Company recorded contributed interest expense having a fair value of $12,824 (See Note 5).

For the year ended September 30, 2010, the Company recorded contributed interest expense having a fair value of $25,506 (See Note 5).

For the year ended September 30, 2009, the Company recorded contributed interest expense having a fair value of $16,118 (See Note 5).

For the year ended September 30, 2009 a shareholder of the Company contributed services having a fair value of $5,200 (See Note 8).

For the year ended September 30, 2008 a shareholder of the Company contributed services having a fair value of $5,200 (See Note 8).

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 8).

For the period from August 14, 2007 (Inception) through September 30, 2007 a principal stockholder of the Company contributed cash of $100 (See Note 8).

(C) Stock Issued for Services and Intellectual Property

On April 1, 2011, the Company issued 2,500 shares of Company's common stock, having a fair value of $13,750 on the grant date (See Note 7).

On March 28, 2011, the Company issued 3,010,000 shares of Company’s common stock, having a fair value of $13,394,500 on the grant date and 1,000,000 warrants having a fair value of $4,250,499 (See Note 3(F)) in exchange for intellectual property.

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 8).
 
 
11
 
NEXT FUEL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF JUNE 30, 2011
(UNAUDITED)
 
(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.

(E)  Stock Warrants Issued for Intellectual Property
 
The following tables summarize all warrant grants for the three months ended June 30, 2011 and 2010, and the related changes during these periods are presented below.
 
   
Number of Warrants
    
Weighted Average Exercise Price
  
Stock Warrants
            
Balance at December 31, 2010
    
-
      
-
  
Granted
    
1,000,000
     $
0.20
  
Exercised
    
-
          
Expired
    
-
          
Balance at June 30, 2011
    
1,000,000
          
Warrants Exercisable at June 30, 2011
    
1,000,000
    
$
0.20
  
Weighted Average Fair Value of Warrants Granted During 2011
          
$
0.20
  
 
 
12
 
NEXT FUEL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF JUNE 30, 2011
(UNAUDITED)
 
 
The following table summarizes information about stock warrants for the Company as of June 30, 2011 and 2010:

2011 Warrants Outstanding
    
Warrants Exercisable
  
Range of Exercise Price
    
Number
Outstanding at
June 30, 2011
    
Weighted Average Remaining Contractual Life
    
Weighted Average Exercise Price
    
Number
Exercisable at
June 30, 2011
  
Weighted Average Exercise Price
  
$
0.20
      
1,000,000
      
1.67
    
$
0.20
      
1,000,000
  
$
0.20
  
 
On March 28, 2011, the Company granted 1,000,000 two year warrants having an exercise price of $0.20 per share. The options vest immediately.  The Company has valued these options at their fair value using the Black-Scholes option pricing method.  The assumptions used were as follows:
 
Expected life:
           1 year
Expected volatility:
           29.1%
Risk free interest rate:
           0.25%
Expected dividends: 
           0%
 
2010 Warrants Outstanding
    
Warrants Exercisable
  
Range of Exercise Price
    
Number
Outstanding at
June 30, 2010
    
Weighted Average Remaining Contractual Life
    
Weighted Average Exercise Price
    
Number
Exercisable at
June 30, 2010
  
Weighted Average Exercise Price
  
$
-
      
-
      
-
    
$
-
      
-
  
$
-
  
 
(F)  Conversion of Note Payable

During the nine months ended June 30, 2011, a related party stockholder converted a $50,000 loan into 500,000 shares of common stock.  In addition, the Company recognized a $50,000 beneficial conversion upon the issuance of the note payable (See Note 6).

 
13
 
NEXT FUEL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF JUNE 30, 2011
(UNAUDITED)
 
 
NOTE 4       LOAN PAYABLE – RELATED PARTY

During the nine months ended June 30, 2011, the executives loaned the Company $11,856 to pay Company expenses and were repaid $11,856 subsequent to June 30, 2011. Pursuant to the terms of the loan, the loans are non-interest bearing, unsecured and due on demand (See Note 11).

NOTE 5       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 10).  The remaining loan balance through June 30, 2011 is $285,750. Through June 30, 2011, the Company recorded $54,448 as an in kind contribution of interest.  The advances are unsecured, non interest bearing and due on demand.  As of June 30, 2011, $285,750 loan balance and $1,750 of interest was repaid.  As of June 30, 2011 the loan balance is $0. (See Note 3(B)).

NOTE 6       CONVERTIBLE LOAN PAYABLE – RELATED PARTY

On February 22, 2011, the Company received $50,000 of unsecured convertible non-interest bearing note payable, due ten days after written demand is made.  All debt can be converted at the rate of $0.10 per share.  At March 28 2011 the stockholder converted $50,000 of convertible debt into 500,000 shares of common stock.  In connection with the issuance of this note, the Company recognized a beneficial conversion of $50,000 that resulted in a discount to the note payable. The discount was being amortized into earnings over the term of the note. The discount was fully amortized as of March 28, 2011 due to the note being converted (See Note 3(G), 7 and 8).

NOTE 7       COMMITMENTS

On April 1, 2011, the Company entered into a consulting agreement to receive investor relations services.  The Company is required to pay $6,500 a month and 20,000 shares of Company's common stock according to the following schedule:

·  
October 31, 2011 - 5,000 shares for services rendered April through September
·  
April 30, 2012 - 5,000 shares for services rendered October through March
·  
October 31, 2012 - 5,000 shares for services rendered April through September
·  
April 30, 2013 - 5,000 shares for services rendered October through March

In addition, the Company will pay a finder's fee equal to 7% of the aggregate amount of equity capital raised for the Company and 4% of the aggregate amount of debt capital raised for the Company from principal funding sources. The agreement will remain in effect unless either party desires to cancel the agreement with a 30 day written notice.
 
 
14
 
NEXT FUEL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF JUNE 30, 2011
(UNAUDITED)
 
 
On April 1, 2011, the Company issued 2,500 shares of Company's common stock, having a fair value of $13,750 on the grant date (See Note 3(C)).
 
On June 1, 2011, the Company entered into a one-year employment agreement with its employee, with the initial term of the employment agreement expiring on May 31, 2012, The employment agreement provides him with annual compensation of $70,000 per year, with annual bonus and salary increases determined by the Company.  The agreement also calls for its executive to receive health benefits.

On May 1, 2011, the Company entered into a one-year employment agreement with its employee, with the initial term of the employment agreement expiring on May 31, 2012, The employment agreement provides him with annual compensation of $50,000 per year, with annual bonus and salary increases determined by the Company.  The agreement also calls for its executive to receive health benefits.

On April 1, 2011, the Company entered into a two-year employment agreement with its executive, with the initial term of the employment agreement expiring on March 31, 2013, The employment agreement provides him with annual compensation of $120,000 per year, with annual bonus and salary increases determined by the Company.  The agreement also calls for its executive to receive health benefits.

On April 1, 2011, the Company entered into a two-year employment agreement with its executive, with the initial term of the employment agreement expiring on March 31, 2013, The employment agreement provides him with annual compensation of $120,000 per year, with annual bonus and salary increases determined by the Company.  The agreement also calls for its executive to receive health benefits.

On April 1, 2011, the Company entered into a two-year employment agreement with its executive, with the initial term of the employment agreement expiring on March 31, 2013, The employment agreement provides him with annual compensation of $120,000 per year, with annual bonus and salary increases determined by the Company.  The agreement also calls for its executive to receive health benefits.

On April 1, 2011, the Company entered into a two-year employment agreement with its executive, with the initial term of the employment agreement expiring on March 31, 2013, The employment agreement provides him with annual compensation of $70,000 per year, with annual bonus and salary increases determined by the Company.  The agreement also calls for its executive to receive health benefits.

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.
 
Effective February 1, 2011, the Company re-entered the consulting agreement.  The Company is required to pay $4,500 a month.  The agreement will remain in effect unless either party desires to cancel the agreement.
 
 
15
 
NEXT FUEL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF JUNE 30, 2011
(UNAUDITED)
 
 
NOTE 8       RELATED PARTY TRANSACTIONS

For the nine months ended June 30, 2011, a shareholder of the Company contributed services having a fair value of $2,600 (See Note 3(B)).

For the nine months ended June 30, 2011 a principal stockholder of the Company contributed services on behalf of the Company in the acquisition of the intellectual property with a fair value of $287,000 (See Note 3(B)).

On February 22, 2011, the Company received $50,000 of unsecured convertible non-interest bearing note payable, due ten days after written demand is made.  All debt can be converted at the rate of $0.10 per share.  At March 28 2011 the stockholder converted $50,000 of convertible debt into 500,000 shares of common stock.  In connection with the issuance of this note, the Company recognized a beneficial conversion of $50,000 that resulted in a discount to the note payable. The discount was being amortized into earnings over the term of the note. The discount was fully amortized as of March 28, 2011 due to the note being converted (See Note 3(G) 6, and 7).
 
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)).

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)).
 
 
16
 
NEXT FUEL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF JUNE 30, 2011
(UNAUDITED)
 
NOTE 9       GOING CONCERN

As reflected in the accompanying unaudited condensed financial statements, the Company is in the development stage with minimal operations and has a net loss since inception of $19,034,518 and negative cash flows from operations of $905,505 from inception.  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 10     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. The agreement was terminated on February 22, 2011 without consummating the acquisition (See Note 5).
 
NOTE 11     SUBSEQUENT EVENT

During the August 2011, the Company repaid $11,856 in loans made by the Company's executives (See Note 4).

 
17
 
 
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information contained in Item 2 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report. Factors that might cause such a difference include, but are not limited to, those set forth in Item 1A. "Risk Factors" of Part II of this Report and elsewhere in this Report.

Recent Events

Since the beginning of the quarter covered by this Report:

·
We raised approximately $3.4 million from sales of 1,450,000 shares of our Common Stock
   
· We are implementing the pilot test agreement with PT Enviro Energy (previously reported in our Quarterly Report on Form 10-Q for the Quarter ended March 31, 2011) in the field at certain lignite deposits in Sumatra, Indonesia owned by PT Enviro Energy.  We have completed initial drilling and the pilot wells and have made the initial nutrient injections.  We are now circulating the nutrients throughout the coal bed.  We expect to be able to detect initial non-commercial volumes of gas production by December of 2011.  If the test results are positive, we expect to negotiate a license agreement to receive twenty (20%) of net profits of gas produced utilizing our Coal-to-Gas technology from fields owned or operated by PT Enviro Energy.
   
· With respect to the pilot test agreement and memorandum of understanding with San Ding Jiu Yuan (previously reported in our Quarterly Report on Form 10-Q for the Quarter ended March 31, 2011).  We began field testing in Inner Mongolia in the People's Republic of China.  Both parties are working to find the most suitable location for the implementation of our technology.  Our management visited Inner Mongolia and several potential sites were surveyed.  We have received coal samples from the sites and are evaluating them for their suitability for our Coal-to-Gas technology.  Actual field work is scheduled to begin by October of 2011.  We expect all field work will be completed by December 31, 2011 and testing completed by March 31, 2012.
 
We currently derive little revenue from the field test agreements described above and are incurring substantial expenses to conduct the tests.  There can be no assurance that the agreements described above will result in actual future revenue to us, or the amount or duration of any revenue we may derive.  See "Risk Factors" in Item 1A of Part II of this Report, for factors that could cause actual results to differ from the forward looking statements we have made about field tests and possible future licenses and revenue.

History

Next Fuel, Inc. (NXFI) was organized in the State of Nevada in August 2007 under the name Clinical Trials of the Americas, Inc.  Our stock began trading on the Over the Counter Bulletin Board on June 11, 2008 under the trading symbol "CLLL".  We were not successful in raising capital for a clinical trials business.  On May 21, 2009, we changed our name to Next Fuel, Inc. after we signed an agreement with Next Fuel, Inc., a Delaware corporation ("Next Fuel- Delaware") to acquire the energy related business of Next Fuel - Delaware.  We then changed our trading symbol to "NXFI."  The agreement with Next Fuel - Delaware was terminated on February 22, 2011, without consummating the acquisition.  We have no ownership or other right or interest in either Next Fuel - Delaware or any of its assets or business.
 
 
18
 
 
We purchased  certain technology and intellectual property useful in extracting natural gas from coal (the "Coal-to-Gas") Technology from five individuals (the "Sellers") pursuant to a Technology and Intellectual Property Purchase Agreement dated as of March 28, 2011 (the "Technology Purchase Agreement").  Four of the five individuals who developed the acquired technology and intellectual property joined the Company as officers and employees.  Our current business, which we began pursuing after that technology acquisition, is based on the acquired Coal-to-Gas Technology.
 
Our principal office and mailing address is located at 821 Frank Street, Sheridan, Wyoming 82801 and our telephone number is (307) 674-2145.

Business Description
 
We develop and commercialize innovative technologies associated with renewable energy, such as unconventional natural gas production from lower grade coal, lignite, oil shale and other carbonaceous deposits.  We refer to this generally as Coal to Gas (or "CTG") Technology.

We are a technology provider and service company that assists owners of natural gas production resources to increase the efficiency of their operations by providing CTG technology and technical support services utilizing our CTG technology.  We do not plan to own or develop natural gas production projects.

We focus on "natural gas" that is a byproduct of micro organisms interacting with dissolved bioamenable carbon compounds in coal beds.  Our Coal to Gas Technology maximizes these natural processes to enable owners of carbonaceous deposits, like coal and lignite, to enhance and resume commercial scale natural gas production from declining and/or depleted coal bed natural gas (CBNG) wells and/or initiate and sustain biogenic methane production in coal and other carbon formations in which native microorganisms are active.
 
Our initial focus will be to generate methane gas from lignite deposits.  Lignite, which is sometimes referred to as "brown coal," generally contains BTU levels between those of peat and sub bituminous coal.  Lignite also produces greater pollutants than bituminous coal, when burned.  We are focusing on customers with lignite deposits first, because lower BTUs and greater pollutants have discouraged development of lignite resources in many areas.  The combination of lower BTU levels and greater pollutants has made lignite deposits less valuable that coal deposits.  Consequently, owners of lignite deposits are motivated to begin to earn a return from their lignite resources or to increase their return from such resources.

Later, we will seek to expand our business into existing coal fields (e.g., subbituminous and lignite) that are already being used to generate CBNG.  Gas production at such coal to gas fields typically declines over time.  At some point, gas production becomes economically unprofitable.  Our CTG technology can potentially enable owners of coal resources to decrease the rate of decline of their coal to gas resources, revert gas production, and extend the economic viability life of such coal to gas resources.  Depleted coal reservoirs could potentially be brought back into long-term, sustainable gas production and biologically active coal seams can be engineered to produce methane.

Our CTG technology can be implemented by using existing infrastructure.   This can significantly reduce overall capital costs.  In addition, our CTG technology is an in situ process that biologically transforms coal into clean burning natural gas in the ground.  We do not extract coal from the ground to produce gas from our CTG technology like some other coal utilization technologies, such as integrated gasification combined cycle (IGCC), underground coal gasification, and coal liquefaction (to diesel) and conversion.
 
Results of Operations
 
For the three months and nine month periods ended June 30, 2011, we had $11,490 in revenue. Operating expenses for the three and nine month periods ended June 30, 2011 totaled $461,550 and $18,507,485.  During the three months and nine months periods ended June 30, 2011, net interest expense totaled $1,253 and $64,077, respectively.  This resulted in a net loss of $462,318 during the three month period ended June 30, 2011 and a net loss of $18,571,077 during the nine month period ended June 30, 2011. Operating expenses of $461,550 for the three month period ended June 30, 2011 included $117,336 for professional fees and $244,214 for general and administrative expenses.  Most of these fees and expenses related to the acquisition of the coal-to-gas technology, financing activities and securities disclosure compliance. Travel to our field test sites also constituted a substantial expense.
 
 
19
 
 
For the three months and nine month periods ended June 30, 2010, we had $0 in revenue.  Operating expenses for the three months and nine month periods ended June 30, 2010 totaled $14,075 and $31,602, respectively, and interest expense totaled $6,340 and $19,164, respectively, which resulted in a net loss of $20,415 during the three month period ended June 30, 2010 and a net loss of $50,766 during the nine month period ended June 30, 2010. Operating expenses of $14,075 for the three month period ended June 30, 2010 consisted of $11,354 for general and administrative expenses and $2,721 for professional fees.

Capital Resources and Liquidity
 
As of June 30, 2011, we had approximately $2,560,000 in cash and cash equivalents and approximately $85,000 of debt, but we raised approximately $3.4 million of capital in transactions during the quarter covered by this Report.  Cash and cash equivalents from inception to date have been sufficient to cover expenses involved in starting our business. However, because of the technology acquisition and new business activities described elsewhere in this Report we will require substantially more funds to implement our new business during the next twelve months than we previously required.
 
We believe we currently have enough cash to satisfy our expected minimum cash requirements for the next twelve months. However, because there was minimal revenue, we will continue to depend on sales of capital stock until we generate sufficient revenue.  As reflected in the accompanying condensed unaudited financial statements, we were in the development stage with no operations at the end of the quarter ended June 30, 2011 and have a net loss since inception of $19,034,518 and negative cash flows from operations of $905,505 for the period from August 14, 2007 (inception) to June 30, 2011.  This raises substantial doubt about our ability to continue as a going concern.
 
Critical Accounting Policies

Revenue Recognition

The Company  recognizes 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.

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 June 30, 2011,  the Company had no cash equivalents.
 
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”.
 
Diluted income per share includes the dilutive effects of stock options, warrants, and stock equivalents.  To the extent stock options, stock equivalents and warrants are anti-dilutive, they are excluded from the calculation of diluted income per share.  For the three and nine months ended June 30, 2011 and 2010 respectively, 1,000,000, 1,000,000, 0 and 0, shares were issuable upon the exercise of  warrants and were not included in the computation of income per share because their inclusion is anti-dilutive. 
 
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.
 
 
20
 
 
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.

Off Balance Sheet Arrangements
 
We have no off-balance sheet arrangements.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk
 
Not required for smaller reporting Companies.
 
Item 4.  Controls and Procedures
 
(a)   Evaluation of disclosure controls and procedures. At the conclusion of the period ended June 30, 2011 we conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of the end of the period covered by this report, June 30, 2011, our disclosure controls and procedures were effective and adequately designed to ensure that the information required to be disclosed by us in the reports we submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms and that such information was accumulated and communicated to our Chief Executive Officer and Chief Financial Officer, in a manner that allowed for timely decisions regarding required disclosure.

In this connection, we considered comments from the staff of the Securities and Exchange Commission with respect to past periodic reports filed before the acquisition and management changes described in other items of this Report.  Such comments relate to inadequacies in our responses to Items 307, 308 and 308T of Regulation S-K that relate to internal controls over financial reporting and disclosure controls and procedures, which we determined were due to errors by personnel who are no longer associated with the Company. We are in the process of reviewing such comments and intend to amend prior filings that relate to internal control over financial reporting and disclosure controls and procedures.
 
(b)  Changes in internal control over financial reporting. During the period covered by this report, we made the changes described below in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

1  
We have added internal accounting personnel to perform functions previously performed by outside contractors.
2  
We have added new policies for recording and approving transactions on the Company's accounts and specifying the type of documentary evidence required to verify the validity of corporate transactions.
3  
We have established new procedures for reimbursing officer and employee expenses.
4  
We have added new restrictions on the ability of a single person to transfer corporate funds.
5  
We have added new policies for monitoring activity in corporate bank and other accounts.
6  
We have established new procedures for approving and invoicing customers.
 
We made the changes described above because prior to our acquisition of technology and intellectual property at the end of March 2011, the only business we conducted was to seek acquisitions.  That limited activity allowed us to minimize compliance costs and the complexity of compliance systems, including financial reporting and internal controls.  The business we currently conduct based on the recently acquired technology and intellectual property requires changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.  Consequently, our principal executive officer and principal financial officer reassessed our internal control over financial reporting and made the changes described above to allow management to report on our internal control over financial reporting. 
 
 
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PART II - OTHER INFORMATION
 
Item 1.     Legal Proceedings
 
We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect. See Item 1A "Risk Factors" of Part II of this Report for a description of issues that we have identified as having the highest risks for our becoming involved in litigation or regulatory proceedings.

Item 1A.   Risk Factors

The description of our business section and other parts of this Report contain forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, those described below.
 
You should carefully consider the risk factors listed below, together with all of the other information included in this Report, before investing in our common stock.  The risks and uncertainties described below encompass many of the risks that could affect our business and the value of our stock. Not all risks and uncertainties are described below.  Risks that we do not know about could arrive and issues we now view as minor could become more important.  If any of the following risks actually occur, our business, financial condition or results of operations could be materially and adversely affected.  In that case, the trading price of our common stock could decline and you may lose all or part of your investment in us.

These risks include risks associated with:

·  
our financial condition;
 
·  
our technology and services;
 
·  
our market, customers and partners;
 
·  
our shareholders, officers, directors and employees;
 
·  
regulatory matters that affect our business; and
 
·  
our securities.
 
We refer you to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 and our Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 13, 2011 for detailed discussion of the risks associated with our business and our securities.

 
22
 
 
FORWARD-LOOKING STATEMENTS
 
We believe that some of the information in this Report constitutes forward-looking statements within the definition of the Private Securities Litigation Reform Act of 1995.  Our actual results could differ materially from those discussed in the forward-looking statements.  Factors that could cause or contribute to these differences include those discussed in this Report, particularly in “Risk Factors.”  You can identify these statements by forward-looking words such as “might,” “expect,” "plan," “anticipate,” “contemplate,” “believe,” “estimate,” “intends,” and “continue” or similar words.  You should read statements that contain these words carefully, because they:
 
 
•
discuss future expectations;

 
•
contain projections of future results of operations or financial condition; or
 
 
•
state other “forward-looking” information.
 
We believe it is important to communicate our expectations to our stockholders. However, there may be events in the future that we are not able to predict accurately or over which we have no control.  The risk factors and cautionary language discussed in this Report provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by us in our forward-looking statements.
 
You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report.

All forward-looking statements included herein attributable to us, or any person acting on our behalf, are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.  Except to the extent required by applicable laws, rules and regulations, we undertake no obligations to update these forward-looking statements to reflect events or circumstances after the date of this Report or to reflect the occurrence of unanticipated events.

Item 2.      Unregistered Sales of Equity Securities and Use of Proceeds.

The Company reports the following unregistered sales of securities during the quarter covered by this Report as described below:
 
Private placements for cash
 
(1)  Sales to Affiliates of San Ding Jiu Yuan Beijing Venture Investment Company

Pursuant to a Subscription  Agreements dated March 28, 2011 and May 13, 2011 three individuals affiliated with San Ding Jiu Yuan Beijing Venture Investment Company (collectively, "San Ding") the Company sold One Million shares of Common Stock for Two ($2.00) Dollars (U.S.) per share for an aggregate amount of Two Million ($2,000,000) Dollars (US).   Mr. Guangwei Guo, a representative of San Ding, became a member of the Company's Board of Directors.

Mr. Gwangwei Guo, a member of the Company's Board of Directors, purchased an additional Four Hundred Thousand (400,000) shares of Common Stock of the Company for a purchase price of Three ($3.00) Dollars (US) per share in a transaction in which the Company raised One Million Two Hundred Thousand ($1,200,000) Dollars (US).

As a result of these transactions three individuals affiliated with San Ding own One Million Four Hundred Thousand shares of our Common Stock.  The offer and sales to San Ding and its affiliates were exempt from registration pursuant to Regulation S of the Securities and Exchange Commission.

San Ding Jiu Yuan Beijing Venture Investment Company and its affiliates (collectively, "San Ding") executed and delivered to the Company Lock-up and Installment Re-Sale Restriction Agreements dated as of March 28, 2011 and as of May 13, 2011 (collectively, the "San Ding Lock-up Agreement").  Pursuant to this Agreement, San Ding agreed to restrictions on selling, short sales, pledges, loans, assignments or otherwise transferring any shares purchased.  These transactions are called "Restricted Transactions."  Certain private sales are exempt from these re-sale restrictions, provided the buyer agrees to restrict re-sales to the same extent as San Ding has agreed in the San Ding Lock-up Agreement.
 
 
23
 
 
Two time periods with different levels of restrictions are covered by the San Ding Lock-up Agreement.

During the first time period (the "Lock-up Period"), no Restricted Transactions are permitted.  The Lock-up Period started immediately and ends on the first anniversary of the last day of the calendar month during which the later of two events occurs: (i) the date a Registration Statement pursuant to Section 5 of the Securities Act of 1933 covering the resale of shares of Common Stock of the Company becomes effective by order of the SEC, which Registration Statement includes shares of Common Stock sold in the private placement or (ii) the date the Company raises at least Three Million ($3,000,000) Dollars (US) in the private placement, including from sales to San Ding described in this Report. We have already achieved the capital raising goal and expect the registration statement to become effective during the next month which will cause the one year lock-up period to begin running.

The second time period covered by the San Ding Lock-up Agreement (the "Installment Re-Sale Period") begins immediately after the Lock-up Period and ends on the first (1st) annual anniversary of the beginning of the Installment Re-Sale Period.  During the Installment Re Sale Period, San Ding is permitted to sell during any calendar month a number of shares equal to the lower of Eight and One Half (8.5%) of the shares purchased, or its pro rata share of the average weekly reported volume of trading of the Company's shares on all national securities exchanges and/or reported through the automated quotation system of a registered securities association during the four calendar weeks that ended immediately prior to the beginning of the calendar month during which the sale occurs (the "Average Weekly Volume").  San Ding's pro rata share is determined by dividing (i) the number of shares owned by San Ding, by (ii) the number of shares whose resale is restricted by agreements with San Ding and other investors in the private placement.
 
After the Installment Re-Sale Period ends, San Ding is free to sell or otherwise transfer shares without restriction, except any restrictions imposed by securities laws, rules and regulations.
 
The Company also entered into a Registration Rights Agreement dated May 13, 2011 with San Ding (the "Registration Rights Agreement"). The Registration Rights Agreement requires the Company to use reasonable commercial efforts to file by July 11, 2011 a registration statement to register for re-sale the shares purchased by San Ding and to use reasonable commercial efforts to cause the registration to become effective within six months after the registration statement is filed. The Registration Rights Agreement includes liquidated damages, if the Company fails to achieve the target dates, because the Company fails to use commercially reasonable efforts. The Registration Rights Agreement contains other provisions common to agreements of this nature.  We filed the required registration statement on July 13, 2011.

(2)  Sales to Benchmark Capital

In transactions exempt from registration by reason of Section 4 (2) of the Securities Act of 1933, as amended, in April 2011 the Company sold in two installments 50,000 shares of its Common Stock to Benchmark Capital at a price of $2.00 per share for a total purchase price of $100,000.  The Company did not agree to register any of the Benchmark Capital shares for re-sale.  Benchmark Capital agreed to re-sell the shares only in compliance with exemption from registration requirements, but did not enter into any lock-up or similar agreement restricting re-sales beyond the restrictions imposed by securities laws.

Shares  and warrants  issued to service providers

On April 1, 2011, the Company entered into a consulting agreement to receive investor relations services.  The Company is required to pay $6,500 a month and 20,000 shares of Company's common stock according to the following schedule:
 
·  
October 31, 2011 - 5,000 shares for services rendered April through September
·  
April 30, 2012 - 5,000 shares for services rendered October through March
·  
October 31, 2012 - 5,000 shares for services rendered April through September
·  
April 30, 2013 - 5,000 shares for services rendered October through March

 
24
 
 
In addition, the Company will pay a finder's fee equal to 7% of the aggregate amount of equity capital raised for the Company and 4% of the aggregate amount of debt capital raised for the Company from principal funding sources. The agreement will remain in effect unless either party desires to cancel the agreement with a 30 day written notice.
 
Exemption from registration claimed
 
Issuances of the shares described above were not registered under the Securities Act of 1933.

The issuance of the shares to Affiliates of San Ding Jiu Yuan Beijing Venture Investment Company was exempt from registration under the Securities Act of 1933 by reason of Regulation S of the Securities and Exchange Commission.  All such purchasers are citizens of the Peoples Republic of China who reside outside the United States.  Legends prohibiting re-sale within the United States were affixed to the stock certificates issued to such investors.

The issuance of all other shares was exempt from registration, pursuant to Section 4(2) of the Securities Act of 1933. These securities qualified for exemption since in each case the issuance of securities by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the sale, size of the offering, manner of the offering and number of securities offered. In addition, these shareholders have the necessary investment intent as required by Section 4(2) since each agreed to and received a share certificate and/or warrants bearing a legend stating that such securities are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act for these issuances.
 
Item 3.     Defaults Upon Senior Securities
 
None.
 
Item 4.     (Removed and Reserved)
  
Item 5.     Other Information

The Company filed a Registration Statement on Form S-1 with the Securities and Exchange Commission on July 11, 2011 to register the re-sale of 1,400,000 shares of Common Stock of the Company sold to affiliates of San Ding Jiu Yuan Beijing Venture Investment Company reported in Item 2 of this Report.

 
25
 

Item 16.    Exhibits.

Exhibit No.
  
Description
     
3.1
  
Articles of Incorporation (incorporated herein by reference to Exhibit 3.1 to Company's form S-1 filed on July 28, 2008).
     
3.2
  
Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3.2 to Company's periodic report on form 8-K filed on June 18, 2010).
     
4.1
  
Warrant to Purchase Common Stock dated December 11, 2009 (incorporated by reference to Exhibit 4.2 to Company's current report filed on form 8-K filed on December 17, 2009).
     
10.1
  
Technology and Intellectual Property Purchase Agreement dated as of March 28, 2011 by and between Robert H. Craig, Song Jin, Robin Kindle, Jon Larsen and Anhui Lu; and the Company. incorporated by reference from a Current Report on Form 8-K filed with the Securities and Exchange Commission on April 1, 2011
     
10.2
  
Warrant for One Million Shares of Common Stock of the Company, dated as of March 28, 2011, issued to Robert H. Craig incorporated by reference from a Current Report on Form 8-K filed with the Securities and Exchange Commission on April 1, 2011
     
10.3
  
Lock-Up and Installment Re-Sales Restriction Agreement dated as of March 28, 2011 between and among Company and Robert H. Craig, Song Jin, Robin J. Kindle, Jon Larsen and Anhui Lu incorporated by reference from a Current Report on Form 8-K filed with the Securities and Exchange Commission on April 1, 2011.
     
10.4
  
Employment and Non-Competition Agreement dated as of April 1, 2011 between the Company and Robert H. Craig incorporated by reference from a Current Report on Form 8-K filed with the Securities and Exchange Commission on April 1, 2011.
     
10.5
  
Employment and Non-Competition Agreement dated as of April 1, 2011 between the Company and Song Jin incorporated by reference from a Current Report on Form 8-K filed with the Securities and Exchange Commission on April 1, 2011.
     
10.6
  
Employment and Non-Competition Agreement dated as of April 1, 2011 between the Company and Robin Kindle incorporated by reference from a Current Report on Form 8-K filed with the Securities and Exchange Commission on April 1, 2011.
     
10.7
  
Employment and Non-Competition Agreement dated as of April 1, 2011 between the Company and Jon Larsen incorporated by reference from a Current Report on Form 8-K filed with the Securities and Exchange Commission on April 1, 2011.
     
10.8
  
Subscription Agreement between the Company and San Ding Jiu Yuan Beijing Venture Investment Company and its General Partner Peng Min incorporated by reference from a Current Report on Form 8-K filed with the Securities and Exchange Commission on April 1, 2011.
     
10.9
  
Lock-Up And Installment Re-Sales Restriction Agreement as of March 28, 2011 between and among the Company and San Ding Jiu Yuan Beijing Venture Investment Company and its General Partner Peng Min incorporated by reference from a Current Report on Form 8-K filed with the Securities and Exchange Commission on April 1, 2011.
     
10.10
  
Amended and Restated Bylaws (as of March 28, 2011) of the Company incorporated by reference from a Current Report on Form 8-K filed with the Securities and Exchange Commission on April 1, 2011.
     
10.11
  
Subscription Agreement dated as of May 13, 2011 between and among the Company and Peng Min, Guangwei Guo and Zhiqiang Siu Company incorporated by reference from Exhibit 99.11 to the Company's Quarterly Report on Form 10-Q for the Quarter ended March 31, 2011 filed with the Securities and Exchange Commission on May 16, 2011.
     
10.12   Lock-Up And Installment Re-Sales Restriction Agreement dated as of May 13, 2011 between and among the Company and Peng Min, Guangwei Guo and Zhiqiang Siu incorporated by reference from Exhibit 99.12 to the Company's Quarterly Report on Form 10-Q for the Quarter ended March 31, 2011 filed with the Securities and Exchange Commission on May 16, 2011.
     
10.13   Registration Rights Agreement dated as of May 13, 2011 between and among the Company and Peng Min, Guangwei Guo and Zhiqiang Siu incorporated by reference from Exhibit 99.13 to the Company's Quarterly Report on Form 10-Q for the Quarter ended March 31, 2011 filed with the Securities and Exchange Commission on May 16, 2011.
     
31.1   Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002
     
32.1   Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002
     
101   Interactive data*
 
__________
* This information is furnished in eXtensible Business Reporting Language (XBRL) and is not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities and Exchange Act of 1934, and is not subject to liability under those sections.
 
 
 
26
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
NEXT FUEL, INC.
   
Date:  August 15, 2011
By:  
/s/ Robert H. Craig
   
Robert H. Craig
   
Chairman of the Board and Chief Executive Officer,

 
 
27
 

 
EXHIBIT INDEX

Exhibit No.
  
Description
     
3.1
  
Articles of Incorporation (incorporated herein by reference to Exhibit 3.1 to Company's form S-1 filed on July 28, 2008).
     
3.2
  
Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3.2 to Company's periodic report on form 8-K filed on June 18, 2010).
     
4.1
  
Warrant to Purchase Common Stock dated December 11, 2009 (incorporated by reference to Exhibit 4.2 to Company's current report filed on form 8-K filed on December 17, 2009).
     
10.1
  
Technology and Intellectual Property Purchase Agreement dated as of March 28, 2011 by and between Robert H. Craig, Song Jin, Robin Kindle, Jon Larsen and Anhui Lu; and the Company. incorporated by reference from a Current Report on Form 8-K filed with the Securities and Exchange Commission on April 1, 2011
     
10.2
  
Warrant for One Million Shares of Common Stock of the Company, dated as of March 28, 2011, issued to Robert H. Craig incorporated by reference from a Current Report on Form 8-K filed with the Securities and Exchange Commission on April 1, 2011
     
10.3
  
Lock-Up and Installment Re-Sales Restriction Agreement dated as of March 28, 2011 between and among Company and Robert H. Craig, Song Jin, Robin J. Kindle, Jon Larsen and Anhui Lu incorporated by reference from a Current Report on Form 8-K filed with the Securities and Exchange Commission on April 1, 2011.
     
10.4
  
Employment and Non-Competition Agreement dated as of April 1, 2011 between the Company and Robert H. Craig incorporated by reference from a Current Report on Form 8-K filed with the Securities and Exchange Commission on April 1, 2011.
     
10.5
  
Employment and Non-Competition Agreement dated as of April 1, 2011 between the Company and Song Jin incorporated by reference from a Current Report on Form 8-K filed with the Securities and Exchange Commission on April 1, 2011.
     
10.6
  
Employment and Non-Competition Agreement dated as of April 1, 2011 between the Company and Robin Kindle incorporated by reference from a Current Report on Form 8-K filed with the Securities and Exchange Commission on April 1, 2011.
     
10.7
  
Employment and Non-Competition Agreement dated as of April 1, 2011 between the Company and Jon Larsen incorporated by reference from a Current Report on Form 8-K filed with the Securities and Exchange Commission on April 1, 2011.
     
10.8
  
Subscription Agreement between the Company and San Ding Jiu Yuan Beijing Venture Investment Company and its General Partner Peng Min incorporated by reference from a Current Report on Form 8-K filed with the Securities and Exchange Commission on April 1, 2011.
     
10.9
  
Lock-Up And Installment Re-Sales Restriction Agreement as of March 28, 2011 between and among the Company and San Ding Jiu Yuan Beijing Venture Investment Company and its General Partner Peng Min incorporated by reference from a Current Report on Form 8-K filed with the Securities and Exchange Commission on April 1, 2011.
     
10.10
  
Amended and Restated Bylaws (as of March 28, 2011) of the Company incorporated by reference from a Current Report on Form 8-K filed with the Securities and Exchange Commission on April 1, 2011.
     
10.11
  
Subscription Agreement dated as of May 13, 2011 between and among the Company and Peng Min, Guangwei Guo and Zhiqiang Siu Company incorporated by reference from Exhibit 99.11 to the Company's Quarterly Report on Form 10-Q for the Quarter ended March 31, 2011 filed with the Securities and Exchange Commission on May 16, 2011.
     
10.12   Lock-Up And Installment Re-Sales Restriction Agreement dated as of May 13, 2011 between and among the Company and Peng Min, Guangwei Guo and Zhiqiang Siu incorporated by reference from Exhibit 99.12 to the Company's Quarterly Report on Form 10-Q for the Quarter ended March 31, 2011 filed with the Securities and Exchange Commission on May 16, 2011.
     
10.13   Registration Rights Agreement dated as of May 13, 2011 between and among the Company and Peng Min, Guangwei Guo and Zhiqiang Siu incorporated by reference from Exhibit 99.13 to the Company's Quarterly Report on Form 10-Q for the Quarter ended March 31, 2011 filed with the Securities and Exchange Commission on May 16, 2011.
     
31.1   Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002
     
32.1   Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002
     
101   Interactive data*
 
__________
* This information is furnished in eXtensible Business Reporting Language (XBRL) and is not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities and Exchange Act of 1934, and is not subject to liability under those sections.
 
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