Attached files
| file | filename |
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| EX-31.1 - CERTIFICATION - NEXT FUEL, INC. | f10k2009a2ex31i_nextfuel.htm |
| EX-31.2 - CERTIFICATION - NEXT FUEL, INC. | f10k2009a2ex31ii_nextfuel.htm |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 2
TO
ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
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ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended September 30, 2009
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ___________ to ___________
Commission File No. 333-148493
NEXT FUEL, INC.
(Name of small business issuer in its charter)
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NEVADA
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32-2305768
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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821 Frank Street
Sheridan, Wyoming
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82801
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(Address of principal executive offices)
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(Zip Code)
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(307) 674-2145
(Registrant’s telephone number, including area code)
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Securities registered under Section 12(b) of the Exchange Act:
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Title of each class registered:
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Name of each exchange on which registered:
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None
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None
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Securities registered under Section 12(g) of the Exchange Act:
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Common Stock, par value $.0001
(Title of class)
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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 August 15, 2011 was: 9,547,500
Transitional Small Business Disclosure Format: Yes o No x
EXPLANATORY NOTE
The purpose of this Form 10-K/A is to amend Item 9A(T), and the conclusions of our management regarding disclosure controls and procedures and internal control over financial reporting included therein, of Amendment No. 1 to our Annual Report on Form 10-K/A for the fiscal year ended September 30, 2009 of Next Fuel, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) on January 22, 2010.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer required by Rule 13a-14(a) of the Exchange Act are filed as exhibits to this Amendment No. 2 on Form 10-K/A under Item 15 hereof.
For purposes of this Amendment No. 2 on Form 10-K/A, and in accordance with Rule 12b-15 under the Exchange Act, Item 9A(T), has been amended and restated in its entirety. Except as stated herein, no other revisions are being made to the Company’s Amendment No. 1 to our Annual Report on Form 10-K/A for the fiscal year ended September 30, 2009.
This Amendment No. 2 on Form 10-K/A should be read in conjunction with the Company’s filings with the SEC subsequent to the filing of the Form 10-K.
ITEM 9A(T): CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial 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, 2009. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer determined human error resulted in the omission of a required disclosure regarding management's conclusion regarding the effectiveness of our disclosure controls and procedures from our Annual Report on Form 10-K for the year ended September 30, 2009. Accordingly, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by the report, September 30, 2009, our disclosure controls and procedures were not 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.
(b) Management’s Report on Internal Control over Financial Reporting. Our Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(c) and (d) of the Exchange Act. Our internal controls are designed to provide reasonable assurance that the reported financial information is presented fairly, financial disclosures are adequate and that the judgments inherent in the preparation of financial statements are reasonable and in accordance with generally accepted accounting principles of the United States of America (GAAP).
Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Further, because of changes in conditions, effectiveness of internal control over financial reporting may vary over time.
A significant deficiency is a control deficiency, or combination of control deficiencies, that adversely affects the company’s ability to initiate, authorize, record, process, or report external financial data reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the company’s annual or interim financial statements that is more than inconsequential will not be prevented or detected. An internal control material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.
As part of our compliance efforts relative to Section 404 of the Sarbanes-Oxley Act of 2002, our management assessed the effectiveness of our internal control over financial reporting as of September 30, 2009. In making this assessment, management used the criteria set forth in the Internal Control - Integrated Framework by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). We evaluated control deficiencies identified through our test of the design and operating effectiveness of controls over financial reporting to determine whether the deficiencies, individually or in combination, are significant deficiencies or material weaknesses. In performing the assessment, our management has identified two material weaknesses in internal control over financial reporting existing as of September 30, 2009. Our evaluation of the significance of each deficiency included both quantitative and qualitative factors. Based on that evaluation, the Company’s management concluded that as of September 30, 2009, and as of the date that the evaluation of the effectiveness of our internal control over financial reporting was completed, the Company’s internal control over financial reporting was not effective, for the reasons discussed below:
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The Company does not have adequate monthly closing procedures to ensure all non-cash transactions are properly recorded in the financial statements;
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The Company does not have the proper procedures to ensure all debt and equity transaction are properly approved.
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Changes in internal control over financial reporting. In order to rectify our ineffective internal control over financial reporting, we are developing a plan to ensure that all information will be recorded, processed, summarized and reported accurately, and as of the date of this report, we have taken the following steps to address the above-referenced material weaknesses in our internal control over financial reporting:
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Management and the Board of Directors will review the monthly financial statements to ensure all non cash transactions are properly included in the financial statements.
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Management has implemented new approval policies to ensure that all debt and equity transactions are approved by the Board prior to the Company entering into any agreements.
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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 attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permits the company to provide only management’s report in this annual report.
Item 15. Exhibits, Financial Statements and Schedules.
Exhibits. An Exhibit Index listing exhibits that are being filed or furnished with, or incorporated by reference into, this Amendment No. 2 to our Annual Report on Form 10-K/A appears immediately following the signature page.
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has caused this Amendment No. 2 to its Annual Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized.
NEXT FUEL, INC.
/s/ Robert Craig
Robert H. Craig
Chief Executive Officer
Dated: August 18, 2011
/s/ Robin Kindle
Robin Kindle
Chief Financial Officer
Dated: August 18, 2011
Exhibit Index
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Exhibit
Number
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Description
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31.1
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Rule 13a-14(a)/15d-14(a) Certification by Chief Executive Officer
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31.2
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Rule 13a-14(a)/15d-14(a) Certification by Chief Financial Officer
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