Attached files
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EX-31.1 - CERTIFICATIONS PURSUANT TO SECTION 302 OF SARBANES OXLEY ACT OF 2002 - NEXT FUEL, INC. | f10q1209ex31i_nextfuel.htm |
EX-32.1 - CERTIFICATIONS PURSUANT TO SECTION 906 OF SARBANES OXLEY ACT OF 2002 - NEXT FUEL, INC. | f10q1209ex32i_nextfuel.htm |
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 December 31, 2009
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
|
||
(State
or other jurisdiction of
incorporation
or organization)
|
(IRS
Employee Identification No.)
|
210
Walford Way, Cary, North Carolina 27519
(Address
of Principal Executive Offices)
_______________
(919)
414-1458
(Issuer
Telephone number)
_______________
(Former
Name or Former Address if Changed Since Last Report)
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.
Yesx Noo
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 x No o
State the
number of shares issued and outstanding of each of the issuer’s classes of
common equity, as of February 12, 2010: 6,812,500 shares of issued common
stock.
NEXT
FUEL, INC.
FORM
10-Q
December
31, 2009
INDEX
PART
I-- FINANCIAL INFORMATION
Item
1.
|
Financial
Statements
|
F- |
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition
|
2 |
Item
3
|
Quantitative
and Qualitative Disclosures About Market Risk
|
4 |
Item
4T.
|
Control
and Procedures
|
4 |
PART
II-- OTHER INFORMATION
Item
1
|
Legal
Proceedings
|
5 |
Item
1A
|
Risk
Factors
|
5 |
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
5 |
Item
3.
|
Defaults
Upon Senior Securities
|
5 |
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
5 |
Item
5.
|
Other
Information
|
5 |
Item
6.
|
Exhibits
|
5 |
SIGNATURE
1
Item
1. Financial Information
NEXT
FUEL, INC.
(A
DEVELOPMENT STAGE COMPANY)
CONTENTS
PAGE
|
F-1
|
CONDENSED
BALANCE SHEETS AS OF DECEMBER 31, 2009 (UNAUDITED) AND AS OF SEPTEMBER 30,
2009.
|
PAGE
|
F-2
|
CONDENSED
STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 AND
2008, AND FOR THE PERIOD FROM AUGUST 14, 2007 (INCEPTION) TO DECEMBER 31,
2009 (UNAUDITED).
|
PAGE
|
F-3
|
CONDENSED
STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE PERIOD FROM AUGUST
14, 2007 (INCEPTION) TO DECEMBER 31, 2009 (UNAUDITED).
|
PAGE
|
F-4
|
CONDENSED
STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 AND
2008, AND FOR THE PERIOD FROM AUGUST 14, 2007 (INCEPTION) TO DECEMBER 31,
2009 (UNAUDITED).
|
PAGES
|
F-5
|
NOTES
TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED).
|
(F/k/a
Clinical Trials of the Americas, Inc.)
|
||||||||
(A
Development Stage Company)
|
||||||||
Condensed Balance Sheets
|
||||||||
ASSETS
|
||||||||
December 31, 2009
|
September 30, 2009
|
|||||||
(Unaudited)
|
||||||||
Current
Assets
|
||||||||
Cash
|
$ | 180 | $ | 79 | ||||
Total
Current Assets
|
180 | 79 | ||||||
Property
and Equipment, net
|
3,108 | 3,355 | ||||||
Total
Assets
|
$ | 3,288 | $ | 3,434 | ||||
LIABILITIES AND STOCKHOLDERS'
DEFICIENCY
|
||||||||
Current
Liabilities
|
||||||||
Accounts
Payable
|
$ | 6,646 | $ | 10,235 | ||||
Loan
Payable
|
285,750 | 285,750 | ||||||
Total Liabilities
|
292,396 | 295,985 | ||||||
Commitments
and Contingencies
|
||||||||
Stockholders'
Deficiency
|
||||||||
Preferred
stock, $0.0001 par value; 100,000,000 shares authorized,
|
||||||||
none
issued and outstanding
|
- | - | ||||||
Common
stock, $0.0001 par value; 100,000,000 shares authorized, 6,812,500 and
6,712,500
|
||||||||
issued
and outstanding, respectively
|
681 | 671 | ||||||
Additional
paid-in capital
|
216,169 | 198,397 | ||||||
Less:
Treasury stock; 2,500,000 and 2,500,000, respectively
|
(93,000 | ) | (93,000 | ) | ||||
Deficit
accumulated during the development stage
|
(412,958 | ) | (398,619 | ) | ||||
Total
Stockholders' Deficiency
|
(289,108 | ) | (292,551 | ) | ||||
Total
Liabilities and Stockholders' Deficiency
|
$ | 3,288 | $ | 3,434 |
See
accompanying notes to condensed unaudited financial statements.
F-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 December
31,
|
For the Period from August 14,
2007
|
|||||||||||
2009
|
2008
|
(inception) to December 31,
2009
|
||||||||||
Operating
Expenses
|
||||||||||||
Professional
fees
|
$ | 5,625 | $ | 23,612 | $ | 346,959 | ||||||
General
and administrative
|
2,232 | 5,485 | 43,399 | |||||||||
Total
Operating Expenses
|
7,857 | 29,097 | 390,358 | |||||||||
Loss
from Operations
|
(7,857 | ) | (29,097 | ) | (390,358 | ) | ||||||
Other
Expenses
|
||||||||||||
Interest
Expense
|
(6,482 | ) | - | (22,600 | ) | |||||||
LOSS
FROM OPERATIONS BEFORE INCOME TAXES
|
(14,339 | ) | (29,097 | ) | (412,958 | ) | ||||||
Provision
for Income Taxes
|
- | - | - | |||||||||
NET
LOSS
|
$ | (14,339 | ) | $ | (29,097 | ) | $ | (412,958 | ) | |||
Net
Loss Per Share - Basic and Diluted
|
$ | (0.00 | ) | $ | (0.01 | ) | ||||||
Weighted
average number of shares outstanding
|
||||||||||||
during
the year - Basic and Diluted
|
6,774,457 | 5,362,231 |
See
accompanying notes to condensed unaudited financial statements.
F-2
Next
Fuel, Inc.
|
|||||||||||||||||||||||||||||||||||||
(F/k/a
Clinical Trials of the Americas, Inc.)
|
|||||||||||||||||||||||||||||||||||||
(A
Development Stage Company)
|
|||||||||||||||||||||||||||||||||||||
Condensed
Statement of Stockholders' Equity/(Deficiency)
|
|||||||||||||||||||||||||||||||||||||
For the period from August 14, 2007 (Inception) to
December 31, 2009
|
|||||||||||||||||||||||||||||||||||||
(Unaudited)
|
|||||||||||||||||||||||||||||||||||||
Preferred
Stock
|
Common
stock
|
|
Deficit
accumulated
|
Total
|
|||||||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Additional
paid-in
capital
|
Treasury
Stock Shares |
Treasury
Stock
|
during
the
development
stage
|
Subscription
Receivable
|
Stockholder's
Equity/(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
|
0
|
$
|
-
|
$
|
(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
|
-
|
-
|
-
|
-
|
-
|
1,025,269
|
(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
|
1,025,269
|
(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
|
-
|
-
|
-
|
-
|
-
|
1,474,731
|
(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 period ended September 30, 2009
|
-
|
-
|
-
|
-
|
-
|
-
|
(181,654
|
)
|
-
|
(181,654
|
)
|
||||||||||||||||||||||||||
Balance,
September 30, 2009
|
-
|
-
|
6,712,500
|
671
|
198,397
|
2,500,000
|
(93,000
|
)
|
(398,619
|
)
|
-
|
(292,551
|
)
|
||||||||||||||||||||||||
Common
stock issued for cash ($0.10/ per share)
|
-
|
-
|
100,000
|
10
|
9,990
|
-
|
-
|
-
|
10,000
|
||||||||||||||||||||||||||||
In
kind contribution of interest
|
-
|
-
|
-
|
-
|
6,482
|
-
|
-
|
-
|
6,482
|
||||||||||||||||||||||||||||
In
kind contribution of services
|
-
|
-
|
-
|
-
|
1,300
|
-
|
-
|
-
|
1,300
|
||||||||||||||||||||||||||||
Net
loss for the period ended December 31, 2009
|
-
|
-
|
-
|
-
|
-
|
-
|
(14,339
|
)
|
-
|
(14,339
|
)
|
||||||||||||||||||||||||||
Balance,
December 31, 2009
|
-
|
$
|
-
|
6,812,500
|
$
|
681
|
$
|
216,169
|
2,500,000
|
$
|
(93,000
|
)
|
$
|
(412,958
|
)
|
$
|
-
|
$
|
(289,108
|
)
|
See
accompanying notes to condensed unaudited financial statements.
F-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 Three Months Ended December
31,
|
For the Period From August 14,
2007
|
|||||||||||
2009
|
2008
|
(Inception) to December 31,
2009
|
||||||||||
Cash
Flows Used In Operating Activities:
|
||||||||||||
Net
Loss
|
$ | (14,339 | ) | $ | (29,097 | ) | $ | (412,958 | ) | |||
Adjustments
to reconcile net loss to net cash used in operations
|
||||||||||||
Common
stock issued for services
|
- | - | 500 | |||||||||
In-kind
contribution of services
|
1,300 | 1,300 | 12,400 | |||||||||
In-kind
contribution of interest
|
6,483 | - | 22,601 | |||||||||
Depreciation expense
|
247 | 247 | 1,800 | |||||||||
Changes
in operating assets and liabilities:
|
||||||||||||
(Increase)
/Decrease in prepaid expenses
|
- | 2,500 | - | |||||||||
Increase
(Decrease) in accounts payable and accrued expenses
|
(3,590 | ) | 2,719 | 6,645 | ||||||||
Net
Cash Used In Operating Activities
|
(9,899 | ) | (22,331 | ) | (369,012 | ) | ||||||
Cash
Flows From Investing Activities:
|
||||||||||||
Purchase
of Fixed Assets
|
- | - | (4,908 | ) | ||||||||
Net
Cash Used In Investing Activities
|
- | - | (4,908 | ) | ||||||||
Cash
Flows From Financing Activities:
|
||||||||||||
Proceeds
from loan payable
|
- | 40,000 | 325,750 | |||||||||
Proceeds
from advances
|
- | 61,500 | ||||||||||
Repayments
of loan payable
|
- | - | (40,000 | ) | ||||||||
Purchase
of treasury stock
|
- | - | (93,000 | ) | ||||||||
Proceeds
from issuance of common stock
|
10,000 | - | 181,350 | |||||||||
Net
Cash Provided by Financing Activities
|
10,000 | 101,500 | 374,100 | |||||||||
Net
Increase (Decrease) in Cash
|
101 | 79,169 | 180 | |||||||||
Cash
at Beginning of Year/Period
|
79 | 26,071 | - | |||||||||
Cash
at End of Year/Period
|
$ | 180 | $ | 105,240 | $ | 180 | ||||||
Supplemental disclosure of cash flow
information:
|
||||||||||||
Cash
paid for interest
|
$ | - | $ | - | $ | - | ||||||
Cash
paid for taxes
|
$ | - | $ | - | $ | 127 |
See
accompanying notes to condensed unaudited financial statements.
F-4
NEXT
FUEL, INC.
(A DEVELOPMENT STAGE
COMPANY)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
AS OF DECEMBER 31,
2009
(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.
Activities
during the development stage include developing the business plan and raising
capital.
(B)
Use of Estimates
In
preparing financial statements in conformity with generally accepted accounting
principles, management is required to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and revenues and
expenses during the reported period. Actual results could differ from
those estimates.
(C) Cash and Cash
Equivalents
The
Company considers all highly liquid temporary cash investments with an original
maturity of three months or less to be cash equivalents. At December
31, 2009 and September 30, 2009, respectively, the Company had no cash
equivalents.
(D) Loss Per
Share
Basic and
diluted net loss per common share is computed based upon the weighted average
common shares outstanding as defined by FASB Accounting Standards Codification
Topic 260, “Earnings Per Share as of December 31, 2009 and 2008, respectively,
there were no common share equivalents outstanding.
F-5
NEXT
FUEL, INC.
(A DEVELOPMENT STAGE
COMPANY)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
AS OF DECEMBER 31,
2009
(UNAUDITED)
(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) 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.
(G) Business
Segments
The
Company operates in one segment and therefore segment information is not
presented.
(H) Revenue
Recognition
The
Company will recognize revenue on arrangements in accordance with FASB ASC No.
605, “Revenue Recognition”. In all cases, revenue is recognized only
when the price is fixed and determinable, persuasive evidence of an arrangement
exists, the service is performed and collectability of the resulting receivable
is reasonably assured.
(I) Recent Accounting
Pronouncements
In
June 2009, the FASB issued ASC 105 Accounting Standards
Codification
TM and the Hierarchy of
Generally Accepted Accounting Principles. The FASB Accounting Standards
Codification TM
(the “Codification”) has become the source of authoritative accounting
principles recognized by the FASB to be applied by nongovernmental entities in
the preparation of financial statements in accordance with Generally Accepted
Accounting Principles (“GAAP”). All existing accounting standard documents are
superseded by the Codification and any accounting literature not included in the
Codification will not be authoritative. Rules and interpretive releases of the
SEC issued under the authority of federal securities laws, however, will
continue to be the source of authoritative generally accepted accounting
principles for SEC registrants.
F-6
NEXT
FUEL, INC.
(A DEVELOPMENT STAGE
COMPANY)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
AS OF DECEMBER 31,
2009
(UNAUDITED)
Effective
September 30, 2009, all references made to GAAP in our consolidated
financial statements will include references to the new Codification. The
Codification does not change or alter existing GAAP and, therefore, will not
have an impact on our financial position, results of operations or cash
flows.
In June
2009, the FASB issued changes to the consolidation guidance applicable to a
variable interest entity (VIE). FASB ASC Topic 810, "Consolidation," amends the
guidance governing the determination of whether an enterprise is the primary
beneficiary of a VIE, and is, therefore, required to consolidate an entity, by
requiring a qualitative analysis rather than a quantitative analysis. The
qualitative analysis will include, among other things, consideration of who has
the power to direct the activities of the entity that most significantly impact
the entity's economic performance and who has the obligation to absorb losses or
the right to receive benefits of the VIE that could potentially be significant
to the VIE. This standard also requires continuous reassessments of whether an
enterprise is the primary beneficiary of a VIE. FASB ASC 810 also requires
enhanced disclosures about an enterprise's involvement with a VIE. Topic 810 is
effective as of the beginning of interim and annual reporting periods that begin
after November 15, 2009. This will not have an impact on the Company’s financial
position, results of operations or cash flows.
In June
2009, the FASB issued Financial Accounting Standards Codification No. 860 -
Transfers and Servicing. FASB ASC No. 860 improves the relevance,
representational faithfulness, and comparability of the information that a
reporting entity provides in its financial statements about a transfer of
financial assets; the effects of a transfer on its financial position, financial
performance, and cash flows; and a transferor's continuing involvement, if any,
in transferred financial assets. FASB ASC No. 860 is effective as of the
beginning of each reporting entity's first annual reporting period that begins
after November 15, 2009, for interim periods within that first annual reporting
period and for interim and annual reporting periods thereafter. The Company is
evaluating the impact the adoption of FASB ASC No. 860 will have on its
financial statements.
(J) Fair
Value of Financial Instruments
The
carrying amounts reported in the balance sheet for accounts payable and loan
payable approximate fair value based on the short-term maturity of these
instruments.
F-7
NEXT
FUEL, INC.
(A DEVELOPMENT STAGE
COMPANY)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
AS OF DECEMBER 31,
2009
(UNAUDITED)
NOTE
2
|
PROPERTY AND
EQUIPMENT
|
At
December 31, 2009 and September 30, 2009 property and equipment is as
follows:
December
31, 2009
|
September
30, 2009
|
|||||||
Computer
Equipment
|
$ | 4,908 | $ | 4,908 | ||||
Less
accumulated depreciation
|
(1,800 | ) | (1,553 | ) | ||||
$ | 3,108 | $ | 3,355 |
Depreciation
expense for the period ended December 31, 2009 and 2008 and the period from
August 14, 2007 to December 31, 2009 was $247 and $1,800
respectively.
NOTE
3
|
STOCKHOLDERS’
DEFICIT
|
(A)
|
Common Stock Issued
for Cash
|
On
November 4, 2009, the Company issued 100,000 shares of common stock for $10,000
($0.10/share).
During
March and April 2009, the Company issued 275,000 shares of common stock for
$27,500 ($0.10/share).
During
October and November 2007, the Company issued 197,500 shares of common stock for
$19,750 ($0.10/share).
During
October 2007, the Company collected 85,000 ($0.10/share) for the sale of 850,000
shares of common stock made during the period from August 14, 2007 (inception)
through September 30, 2007.
For the
year ended September 30, 2007 the Company issued 390,000 shares of common stock
for $39,000 ($0.10/share).
(B) In-Kind
Contribution
F-8
NEXT
FUEL, INC.
(A DEVELOPMENT STAGE
COMPANY)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
AS OF DECEMBER 31,
2009
(UNAUDITED)
For the
period ended December 31, 2009 a shareholder of the Company contributed services
having a fair value of $1,300 (See Note 6).
For the
year ended December 31, 2009, the Company recorded contributed interest expense
having a fair value of $6,842 (See Note 4).
For the
year ended September 30, 2009, the Company recorded contributed interest expense
having a fair value of $16,118 (See Note 4).
For the
year ended September 30, 2009 a shareholder of the Company contributed services
having a fair value of $5,200 (See Note 6).
For the
year ended September 30, 2008 a shareholder of the Company contributed services
having a fair value of $5,200 (See Note 6).
For the
period from August 14, 2007 (Inception) through September 30, 2007 a shareholder
of the Company contributed services having a fair value of $700 (See Note
6).
For the
period from August 14, 2007 (Inception) through September 30, 2007 a shareholder
of the Company contributed cash of $100 (See Note 6).
(C) Stock Issued for
Services
On August
14, 2007, the Company issued 5,000,000 shares of common stock to its founders
having a fair value of $500 ($0.0001/share) in exchange for services provided
(See Note 6).
(D) Treasury
Shares
During
the year ended September 30, 2009, the Company re-purchased 1,424,731 shares of
common stock for $53,000.
During
the year ended September 30, 2008, the Company re-purchased 1,075,269 shares of
common stock for $40,000.
NOTE
4 LOAN
PAYABLE
During
the year ended September 30, 2009, the Company received $185,125 of advances to
fund operations of which $40,000 has been repaid. The loans were made
pursuant to the Letter of Intent (See Note 8). The remaining loan
balance at December 31, 2009 is $285,750. Through December 31, 2009 the Company
recorded $22,600 as an in kind contribution of interest. The advances
are unsecured, non interest bearing and due on demand (See Note
3(B)).
F-9
NEXT
FUEL, INC.
(A DEVELOPMENT STAGE
COMPANY)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
AS OF DECEMBER 31,
2009
(UNAUDITED)
During
the year ended September 30, 2008, the Company received $140,625 of advances to
fund operations. The advances are unsecured, non interest bearing and due
on demand.
NOTE
5 COMMITMENTS
On
October 12, 2007 the Company entered into a consulting agreement to receive
administrative and other miscellaneous services. The Company is
required to pay $5,000 a month. The agreement will remain in effect
unless either party desires to cancel the agreement. This
agreement has been terminated effective October 1, 2008.
NOTE
6 RELATED PARTY
TRANSACTIONS
For the
period ended December 31, 2009 a shareholder of the Company contributed services
having a fair value of $1,300 (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)).
NOTE
7 GOING
CONCERN
As
reflected in the accompanying financial statements, the Company is in the
development stage with no operations and has a net loss since inception of
$412,958 and negative cash flows from operations of $369,012 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
F-10
NEXT
FUEL, INC.
(A DEVELOPMENT STAGE
COMPANY)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
AS OF DECEMBER 31,
2009
(UNAUDITED)
concern
is dependent on the Company’s ability to raise additional capital and implement
its business plan. The financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a
going concern.
Management
believes that actions presently being taken to obtain additional funding and
implement its strategic plans provide the opportunity for the Company to
continue as a going concern.
NOTE
8 BINDING LETTER OF
INTENT
On April
6, 2009 the Company entered into a binding letter of intent with Next Fuel,
Inc. Pursuant to the letter of intent, the Company will issue to Next
Fuel approximately 75% of the Company’s outstanding shares for total
consideration of $300,000. The terms of the agreement are expected to
be completed by March 31, 2010 (See Note 4).
NOTE
9 SUBSEQUENT
EVENTS
In
preparing these financial statements, the Company has evaluated events and
transactions for potential recognition or disclosure through February 16,
2010, the date the financial statements were issued and none were
noted.
F-11
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.
Plan of
Operation
We were
incorporated in Nevada in August 2007 to conduct clinical trials for
pharmaceutical companies in dedicated sites throughout the Americas. Initially,
we intended to introduce our services in Central America. This was being done
primarily because the costs of drug development are significantly lower and the
clinical quality is that of the US. We planned to sell our
services to Pharmaceutical, Biotech and Medical Device companies that are
primarily US based. Our principal executive office location and
mailing address is 210 Walford Way Cary, NC 27519. Our
telephone number is 919-414-1458.
We are
trying to establish business relationships with preferred Clinical Research
Organization’s (“CRO’s”) who will source and package our services to their
clients. Many pharmaceutical companies prefer large global companies that can
provide a one-stop shop approach. Since what we do is only a sub segment of the
client’s total needs we will be a subcontractor should those CRO’s find
opportunities where our services can be of benefit to their
clients.
1. As
we raised more than $124,000 in our private placement, we have been trying to
implement our plan to provide clinical trial services throughout the
Americas.
2. All
business functions are being coordinated and managed by the two founders of the
Company, including marketing, finance and operations. As we raised more than
$124,000 through our private placement, we had intended to hire a part-time
employee to facilitate with the acquisition of contracts and assist in targeted
marketing implementation. The lack of business has not justified this
hire.
3. We
intended to launch a targeted marketing campaign focusing on trade show
participation, media promotions and public relations. We intended to support
these marketing efforts through the development of high quality printed
marketing materials and an attractive and informative trade and consumer
website, wwwclinicaltrialsofamerica.com.
We expected the total cost of the marketing program to range from $10,000 to
$75,000. During this preliminary launch period, we also expected to
invest between $1,000 and $5,000 in accounting and inventory management
software. We accomplished some of our goals but because of the economic downturn
we were unable to create any real business traction.
In
summary, we expected to begin generating sales revenues from our initial launch
within 150 days of completing our private placement, which concluded in October
2007. To date we have not commenced generating revenues and do not
know when we will begin generating revenues. The economic downturn has been
particularly difficult for smaller firms in our business.
Due to
our inability to obtain adequate financing and our inability to successfully
implement our business plan, we feel that it is necessary for us to cease
operations and actively pursue a potential reverse merger
candidate.
Limited
Operating History
We have
not previously demonstrated that we will be able to expand our business through
an increased investment in our product line and/or marketing efforts. We cannot
guarantee that the expansion efforts described in this report will be
successful. Our business is subject to risks inherent in growing an enterprise,
including limited capital resources and possible rejection of our new products
and/or sales methods.
2
If
financing is not available on satisfactory terms, we may be unable to continue
expanding our operations. Equity financing will result in a dilution to existing
shareholders.
Results
of Operations
For the
quarter ended December 31, 2009, we had $0 in revenue. Operating expenses for
the period totaled $7,857consisting of $2,232 for general and administrative
expenses and $5,625 for professional fees. Interest expense on
the loan payable was imputed at $6,482 for the quarter ended which resulted in a
net loss of $14,339.
For the
quarter ended December 31, 2008, we had $0 in revenue. Operating expenses for
the period totaled $29,097 resulting in a loss of $29,097. Expenses of $29,097
for the period consisted of $5,485 for general and administrative expenses and
$23,612 for professional fees.
For the
quarter ended December 31, 2009 operating expenses were significantly lower than
the quarter ended December 31, 2008. Both general and administrative expenses
and professional fees were lower in the quarter ending December 2009 versus
December 2008. As the economy has shown signs of improvement, we did not need to
utilize additional accounting, legal, and other professionals during this
quarter. In addition, there was incremental interest expense in the quarter
ending December 31, 2009 imputed at $6,482.
For the
period from inception through December 31, 2009, we had $0 in revenue. Operating
expenses for the period totaled $390,358 consisting of $43,399 for general and
administrative expense and $346,959 for professional fees. Interest
expense on the loan payable was imputed at $22,600 for the period from August
14, 2007 (inception) to December 31, 2009 resulting in a net loss of
$412,958.
Capital
Resources and Liquidity
As of
December 31, 2009, we had $180 in cash and therefore we have limited capital
resources and will rely upon the issuance of common stock and additional capital
contributions from shareholders to fund administrative expenses. Cash and cash
equivalents from inception to date have been sufficient to cover expenses
involved in starting our business. We will require additional funds to continue
to implement and expand our business plan during the next twelve
months
We
currently do not have enough cash to satisfy our minimum cash requirements for
the next twelve months. As reflected in the accompanying financial statements,
we are in the development stage with no operations and have a net loss since
inception of $412,958 and negative cash flows from operations of $369,012 for
the period from August 14, 2007 (inception) to December 31, 2009. This raises
substantial doubt about our ability to continue as a going concern. Our ability
to continue as a going concern is dependent on our ability to raise additional
capital and implement its business plan. The financial statements do not include
any adjustments that might be necessary if we are 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 us to continue as a
going concern.
Recent Accounting
Pronouncements
In
June 2009, the FASB issued ASC 105 Accounting Standards
Codification
TM and the Hierarchy of
Generally Accepted Accounting Principles. The FASB Accounting Standards
Codification TM
(the “Codification”) has become the source of authoritative accounting
principles recognized by the FASB to be applied by nongovernmental entities in
the preparation of financial statements in accordance with Generally Accepted
Accounting Principles (“GAAP”). All existing accounting standard documents are
superseded by the Codification and any accounting literature not included in the
Codification will not be authoritative. Rules and interpretive releases of the
SEC issued under the authority of federal securities laws, however, will
continue to be the source of authoritative generally accepted accounting
principles for SEC registrants.
3
Effective
September 15, 2009, all references made to GAAP in our financial statements will
include references to the new Codification. The Codification does not change or
alter existing GAAP and, therefore, will not have an impact on our financial
position, results of operations or cash flows.
In June
2009, the FASB issued changes to the consolidation guidance applicable to a
variable interest entity (VIE). FASB ASC Topic 810, "Consolidation," amends the
guidance governing the determination of whether an enterprise is the primary
beneficiary of a VIE, and is, therefore, required to consolidate an entity, by
requiring a qualitative analysis rather than a quantitative analysis. The
qualitative analysis will include, among other things, consideration of who has
the power to direct the activities of the entity that most significantly impact
the entity's economic performance and who has the obligation to absorb losses or
the right to receive benefits of the VIE that could potentially be significant
to the VIE. This standard also requires continuous reassessments of whether an
enterprise is the primary beneficiary of a VIE. FASB ASC 810 also requires
enhanced disclosures about an enterprise's involvement with a VIE. Topic 810 is
effective as of the beginning of interim and annual reporting periods that begin
after November 15, 2009. This will not have an impact on the Company’s financial
position, results of operations or cash flows.
In June
2009, the FASB issued Financial Accounting Standards Codification No. 860 -
Transfers and Servicing. FASB ASC No. 860 improves the relevance,
representational faithfulness, and comparability of the information that a
reporting entity provides in its financial statements about a transfer of
financial assets; the effects of a transfer on its financial position, financial
performance, and cash flows; and a transferor's continuing involvement, if any,
in transferred financial assets. FASB ASC No. 860 is effective as of the
beginning of each reporting entity's first annual reporting period that begins
after November 15, 2009, for interim periods within that first annual reporting
period and for interim and annual reporting periods thereafter. The Company is
evaluating the impact the adoption of FASB ASC No. 860 will have on its
financial statements.
Critical Accounting
Policies
Our
financial statements and related public financial information are based on the
application of accounting principles generally accepted in the United States
(“GAAP”). GAAP requires the use of estimates; assumptions, judgments and
subjective interpretations of accounting principles that have an impact on the
assets, liabilities, revenues and expense amounts reported. These estimates can
also affect supplemental information contained in our external disclosures
including information regarding contingencies, risk and financial condition. We
believe our use of estimates and underlying accounting assumptions adhere to
GAAP and are consistently and conservatively applied. We base our estimates on
historical experience and on various other assumptions that we believe to be
reasonable under the circumstances. Actual results may differ materially from
these estimates under different assumptions or conditions. We continue to
monitor significant estimates made during the preparation of our financial
statements.
Off Balance Sheet
Arrangements
We have
no off-balance sheet arrangements.
Item
3. Quantitative and Qualitative Disclosures About Market Risk
Not
required for smaller reporting Companies.
Item
4T. Controls and Procedures
Item
4T. Controls and Procedures
(a) Evaluation of disclosure controls
and procedures. At the conclusion of the period ended December 31, 2009
we carried out 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, 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.
(b) Changes in internal controls.
During the period covered by this report, there was no change 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 has materially affected, or is reasonably
likely to materially affect our internal control over financial
reporting.
4
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 or our subsidiaries’ officers or
directors in their capacities as such, in which an adverse decision could have a
material adverse effect.
Item
1A. Risk Factors
This item
does not apply to a smaller reporting company such as us.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
During
the quarter the Company issued 100,000 shares of common stock for $10,000 at $0.10
per share. Such shares were issued pursuant to an exemption from
registration at Section 4(2) of the Securities Act of 1933.
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Submission of Matters to a Vote of Security Holders.
On May
29, 2009, the Company filed a Certificate of Amendment to the Articles of
Incorporation with the Secretary of State of Nevada changing the Company’s name
to Next Fuel, Inc. The name change was approved by our board of
directors and majority shareholders.
Item
5. Other Information.
None
Item
6. Exhibits.
(a) Exhibits
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
5
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:
February 16, 2010
|
By:
|
/s/ John
Cline
|
John
Cline
|
||
President,
Chief Executive Officer,
Chief
Financial Officer,
Chairman
of the Board of Directors
|
6