Attached files
| file | filename |
|---|---|
| EX-31.1 - CERTIFICATION - NEXT FUEL, INC. | f10k2010a2ex31i_nextfuel.htm |
| EX-31.2 - CERTIFICATION - NEXT FUEL, INC. | f10k2010a2ex31ii_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, 2010
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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 Amendment No. 2 on Form 10-K/A is to amend Item 9A(T), and the conclusions of our management regarding disclosure controls and procedures included therein, of Amendment No. 1 to our Annual Report on Form 10-K/A for the fiscal year ended September 30, 2010 of Next Fuel, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) on April 20, 2011.
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, 2010.
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, 2010. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer determined that an error in the EDGAR filing process resulted in the omission of a required disclosure from the Company's Annual Report on Form 10-K for the year ended September 30, 2010, which was not timely detected. Accordingly, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report, September 30, 2010, 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. The Company’s management has addressed the above weakness, including through new personnel and securities counsel, to ensure that the Company can effectively review EDGAR filings for accuracy.
(b) Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles in the United States of America. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework at September 30, 2010. Based on its evaluation, our management concluded that, as of September 30, 2010, our internal control over financial reporting was effective.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to the attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.
(c) Changes in internal control over financial reporting. There was no change in our internal control over financial reporting during the quarter ended September 30, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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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