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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).

 

 
 
Next Fuel, Inc.
 
(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.
 
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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 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