NextMart Inc. - FORM 10-Q - August 22, 2011

Attached files

file	filename
EX-32 - NextMart Inc.	exhibit32.htm
EX-31 - NextMart Inc.	exhibit31.htm
EX-31 - NextMart Inc.	exhibit312.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________

FORM 10-Q

_______________


T	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2011


o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

NextMart, Inc.

(Exact name of registrant as specified in Charter)

DELAWARE

000-26347

410985135

(State or other jurisdiction of

incorporation or organization)

(Commission File No.)

(IRS Employee Identification No.)

Oriental Plaza Bldg. W3, Twelfth Floor

1 East Chang’an Avenue, Dongcheng District

Beijing, 100738 PRC

(Address of Principal Executive Offices)

_______________

+86 (0)10 8518 9669

(Issuer Telephone number)

_______________

(Former Name or Former Address if Changed Since Last Report)

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. x Yes o No

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). o Yes T No

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 T

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.

Yes x No T

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. There were 336,835,541 shares of common stock outstanding as of August 15, 2011.

NEXTMART, INC.

QUARTERLY REPORT ON FORM 10-Q FOR THE

QUARTERLY PERIOD ENDED June 30, 2011

Table of Contents

INDEX



PART I FINANCIAL INFORMATION		2

Item 1.	Financial Statements.	2

Item 2.	Management Discussion and Analysis of Financial Condition and Results of Operations.	15

Item 3.	Quantitative and Qualitative Disclosures About Market Risks.	21

Item 4.	Controls and Procedures.	21

PART II OTHER INFORMATION		23

Item 5.	Exhibits.	23

Signature	Signature	24

PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


NEXTMART, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
		June 30, 2011		September 30, 2010
		(Unaudited)		(Audited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	26,470	$	12,912
Other receivables, net of allowance for doubtful accounts		3,346		-
Marketable securities		-		900
Current assets held for sale		981,703		981,699
Total Current Assets		1,011,519		995,511

Long-term assets held for sale		379,596		379,596
Property, plant and equipment, net		560		-
TOTAL ASSETS	$	1,391,675	$	1,375,107

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Other payables and accrued expenses	$	658,006	$	1,139,803
Amount due to stockholders		148,522		145,562
Amount due to related parties		763,676		795,996
Current liabilities held for sale		1,257,726		1,251,470
Total Current Liabilities		2,827,930		3,332,831

Convertible notes		337,037		283,873
TOTAL LIABILITIES	$	3,164,967	$	3,616,704

STOCKHOLDERS' DEFICIT
Preferred stock; authorized 250,000,000 shares, par value US$0.01; none issued		-		-
Common stock; authorized 750,000,000 shares, par value US$0.01; issued and outstanding 336,835,541 and 268,204,734 shares as of June 30, 2011 and September 30, 2010, respectively		3,368,355		2,682,047
Reserved to be issued 53,029 shares		530		530
Subscription receivable		(750,000)		(750,000)
Additional paid-in capital		96,160,634		96,160,949
Accumulated deficit		(100,738,703)		(100,423,447)
Accumulated other comprehensive loss-Unrealized loss on marketable securities		-		(119,100)
Accumulated other comprehensive loss - Other		185,892		207,424
TOTAL STOCKHOLDERS’ DEFICIT		(1,773,292)		(2,241,597)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,391,675	$	1,375,107

See notes to consolidated financial statements


NEXTMART, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

			Three months Ended June 30,				Nine Months Ended June 30,
		2011			2010			2011		2010
Sales	$	-		$	-	$		-	$	-
Cost of sales		-			-			-		-
Gross margin		-			-			-		-
Operating expenses
General and administrative expenses		16,932			20,955			41,648		92,113
Depreciation and amortization		52			-			104		195
Consulting and professional fees		11,242			27,260			97,075		111,382
		28,226			48,215			138,827		203,690
Operating loss		(28,226)			(48,215)			(138,827)		(203,690)
Other income (expense)
Amortization of discount on convertible note		(13,773)			-			(40,918)		(1,518)
Interest expense		(5,247)			(4,880)			(15,374)		(11,424)
Other expense		-			-			(137)		-
Loss from marketable securities		-			-			(120,000)		-
Gain on disposal of fixed assets		-			-			-		165
Exchange gain of foreign currency transaction		-			51			-		51
		(19,020)			(4,829)			(176,429)		12,726
Loss from continuing operations before income tax expense		(47,246)			(53,044)			(315,256)		(216,416)
Income tax expense		-			-			-		-
Loss from continuing operations		(47,246)			(53,044)			(315,256)		(216,416)
Impairment loss of assets held for sale		-			-			-		(5,670,506)
Loss from held for sale operations		-			-			-		(352,368)
Net Loss		(47,246)			(53,044)			(315,256)		(6,239,290)
Other comprehensive income (loss)
Foreign currency translation adjustment		(9,282)			(1,971)			(21,533)		8,597
Unrealized gain (loss)		-			420			119,100		(11,100)
Total comprehensive loss	$	(56,528)		$	(54,595)	$		(217,689)	$	(6,241,793)

Weighted average number of common shares outstanding – basic and diluted		336,835,541			193,204,734			325,481,180		350,373,852
Loss per share
Continuing operations – basic and diluted	$	(0.0001)		$	(0.0003)	$		(0.0010)	$	(0.0006)
Held for sale operations – basic and diluted	$	-		$	-	$		-	$	(0.0172)
Continuing operations and held for sale operations – basic and diluted	$	(0.0001)		$	(0.0003)	$		(0.0010)	$	(0.0178)

See notes to consolidated financial statements


	NEXTMART, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
					Nine Months Ended June 30,
				2011				2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Continuing Operations
Net loss		$		(315,256)			$	(6,239,290)
Depreciation and amortization				104				195
Loss from marketable securities				120,000				-
Interest expense				-				12,942
Gain on disposal of fixed assets				-				(165)
Amortization of discount on convertible notes				40,918				-
Held for sale operations				-				6,022,874
Change in operating assets and liabilities
Other receivables				(3,346)				8,406
Accounts payable, other payables and accruals				18,186				(53,653)
Net Cash Used in Operating Activities from continuing operations				(139,394)				(248,691)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment				(665)				-
Amounts collected (due) from related party				-				49,072
Net Cash Provided by (Used in) Investing Activities from continuing operations				(665)				49,072

CASH FLOWS FROM FINANCING ACTIVITIES
Payments to original convertible notes holders				(499,983)				(582,000)
Amounts due to shareholders				-				(296,830)
Amounts due to related parties				(32,320)				711,546
Unregistered sales of common shares				686,307				-
Issued convertible notes				-				337,623
Net Cash Provided by Financing Activities from continuing operations				154,004				170,339

Effect of exchange rate fluctuations on cash and cash equivalents				(387)				(1,267)

Net increase (decrease) in cash and cash equivalents from continuing operations				13,558				(30,547)
Net increase /(decrease) in cash and cash equivalents from discontinued operations				-				(335)
Net decrease in cash and cash equivalents				13,558				(30,882)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD				12,912				34,958
CASH AND CASH EQUIVALENTS AT END OF PERIOD		$		26,470			$	4,076
Supplemental disclosure of cash flow information
Interest Paid			$		-	$			-
Income Taxes Paid			$		-	$			-

See notes to consolidated financial statements

NEXTMART, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2011

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

NextMart, Inc. (herein referred to as “NextMart”, “we” or the “Company”) was originally incorporated under the laws of Minnesota in 1972 and was previously known as SE Global Equity. In September 2005, the Company acquired 100% of the issued and outstanding share capital of Sun New Media Group Limited and changed the company name to Sun New Media, Inc. In May 2007, the Company reincorporated into the State of Delaware and changed our name to NextMart, Inc.

On March 3, 2010, the Company entered into a transaction termination agreement with Beijing Hua Hui Hengye Investment Lt. (“Hua Hui”), wherein both companies agreed to terminate and rescind the subscription and asset sale agreement previously entered into by the parties on August 1, 2009 (the “Original Agreement”). All considerations received by each party under the Original Agreement were returned to the issuing party.

On March 31, 2010, NextMart entered into an asset exchange and subscription agreement with Ms. Wang Yihan (“Ms. Wang”) and Beijing Chinese Art Exposition's Media Co., Ltd. (“CIGE”), a leading Chinese art services, events media company located in Beijing, China. Ms. Wang is the sole shareholder of CIGE. The agreement was effective March 31, 2010 and was amended on May 10, 2010. Under the amended agreement NextMart agreed to sell directly to Ms. Wang the following assets (“Transferred Assets”) (See Note 13): 1) 100% of the shares of William Brand Administer Ltd, a BVI registered company and a wholly owned subsidiary of NextMart; 100% of the shares of Credit Network 114 Limited, a BVI registered company and a wholly owned subsidiary of NextMart; 2) 100% of NextMart’s 60% shareholdings in Wuxi Sun Network Technology Ltd., a PRC registered company; 3) 100% of NextMart’s 80% shareholdings in Naixiu Exhibition Ltd., a PRC registered company; 4) the net assets of NextMart’s 100% owned subsidiary Cancer Institute of China Ltd (a BVI registered company) and its wholly owned subsidiary China Cancer Institute Beijing Ltd. (a PRC registered company). The net assets being sold do not include the subsidiaries’ cash, office furniture and equipment, and third party creditor’s rights and third party debts, which shall remain as the subsidiaries’ property and 5) any other net assets and liabilities belonging to NextMart, with the exception of its 3,000 shares of China Grand Resorts Inc. common stock and its remaining liability under the convertible bond settlement agreement.

In exchange for the Transferred Assets, Ms. Wang agreed to transfer to NextMart certain land use rights for commercial real estate property within 24 months from date of the amended agreement. The value of the land use rights will be determined by an appraisal conducted by a licensed third party appraiser acceptable to both parties. In the PRC, there is no private land ownership. Rather, land in the PRC is owned by the government and cannot be sold to any individual or entity. The government grants or allocates landholders a “land use right,” which is sometimes referred to informally as land ownership. Land use rights are granted for specific purposes and for limited periods. Land use right, or land ownership may be renewed at the expiration of the initial term and subsequent terms. Granted land use rights are transferable and may be used as security for borrowings and other obligations. In the event Ms. Wang fails to provide land use rights for adequate real estate property within the 24 month period, she is obligated to provide NextMart with common stock of a publicly traded company acceptable to NextMart of equivalent amount.

On June 22, 2010, the Company entered into an asset acquisition agreement (the “Acquisition Agreement”) with CIGE and its sole owner and director Ms. Wang, who is also NextMart’s Chairman and CEO. Under the terms of the Acquisition Agreement, NextMart is going to acquire from CIGE the below described Assets for an agreed price of $750,000 (the “Consideration”). NextMart paid the Consideration by issuing 75,000,000 shares of its common stock to Ms. Wang. As a result of this transaction, Ms. Wang became NextMart’s second largest shareholder with a 27.96% ownership of the Company.

Under the terms of the Acquisition Agreement, NextMart acquired the following assets (the “Assets”):

ownership of CIGE’s 10,000 member consumer database,

exclusive ownership of all advertising space for every art exhibition event held by CIGE in greater China (including Hong Kong and Macao, and Taiwan) for the next 30 years, and

exclusive ownership of the "Gallery Guide" magazine brand name and all gross revenues generated by the magazine publication for the next 30 years, including but not limited to advertising revenue and sponsorship revenue.

The agreement further provides that if for any reason or under any circumstance during the next 30 years CIGE ceases holding any of its exhibitions or ceases publishing the Gallery Guide, NextMart shall have the right to buy those exhibitions and “Gallery Guide” brand name for the price of $1 each from CIGE.

As a result, NextMart’s planned business operations for the next 12-monhts will consist of 1) the sale of marketing solutions through art events and art media marketing channels, and 2) the design and marketing of art-themed products lines for existing luxury and high-end goods and services, and art themed real estate developments.

On June 22, 2010, NextMart also entered into strategic cooperative agreements (“Strategic Agreements”) with its shareholder Sun Media Investment Holdings Ltd. (“SMIH”) and with Redrock Land Investment Ltd. (“Redrock Land”), an affiliate of the Company’s major shareholder Redrock Capital Venture Ltd. (“Redrock”).

Under the Strategic Agreements, Redrock Land will provide NextMart a $1,000,000 interest free, unsecured loan in 12 months. Any amounts loaned will be due on demand any time after the first anniversary of the loan. As of June 30, 2011, the loan has not been provided to the Company. Redrock Land also agreed that within the next 24 months, it will partner with NextMart on three of its real estate development projects that are art related. For each such project, NextMart will act as the project’s concept, marketing, and sales consultant. Redrock Land is a BVI registered company engaged in land investment and development in China and it typically co-invests with real estate developers to acquire land and launch development projects. As part of its cooperation with NextMart, Redrock Land will secure land and developing partners for three art related developments for which NextMart will provide consulting service to the developers. Under the Strategic Agreements, SMIH has agreed to provide NextMart with approximately $6,000,000 worth of advertising space over the next five years in various media outlets owned by it or its affiliates. The $6,000,000 worth of advertising space will be allocated to NextMart such that every year for 5 succeeding years. NextMart will have access to $1,200,000 in advertising space in various print magazines and online websites and e-magazines owned by SMIH or its affiliates each year. Such advertising space will be subject to availability and market prices, and the Company intends to limit the use of the advertising space to market its Artslux products. As of June 30, 2011, no advertising space has yet to be allocated to NextMart.

Basis of Consolidation and Presentation

The consolidated financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the financial statements of the Company and its subsidiaries named Cancer Institute of China Ltd. and China Cancer Institute Beijing Ltd. All significant inter-company balance and transactions have been eliminated in consolidation.

The consolidated interim financial information as of June 30, 2011 and for the three-month periods and nine-month periods ended June 30, 2011 and 2010 have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures, which are normally included in consolidated financial statements prepared in accordance with U.S. GAAP have not been included. The interim consolidated financial information should be read in conjunction with the Financial Statements and the notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2010, previously filed with the SEC.

In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of consolidated financial position as of June 30, 2011, and consolidated results of operations, and cash flows for the three month and nine month periods ended June 30, 2011 and 2010, as applicable, have been made. The interim results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses for the periods that the financial statements are prepared. Actual amounts could differ from these estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents.

Fair Value Measurements

The Company applies the provisions of ASC Subtopic 820-10, Fair Value Measurements, for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements. ASC Subtopic 820-10 also establishes a framework for measuring fair value and expands disclosures about fair value measurements.

ASC Subtopic 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

ASC Subtopic 820-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC Subtopic 820-10 establishes three levels of inputs that may be used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 inputs are unobservable inputs for the asset or liability.

The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety.

The Company’s financial instruments consist of cash, other receivables, marketable securities, other payables, amounts due to related parties and amounts due to shareholders. Other receivables carried at estimated net realizable values net of provisions for uncollectible amounts. Uncollectible accounts are charged off when determined to be unrecoverable. Marketable securities are carried at market value with any unrealized gain or loss is recorded in comprehensive income or loss. The carrying values of the remaining financial instruments reflected in these financial statements approximate their fair values due to the short-term maturity of the instruments.

Financial Instruments

The Company’s financial instruments include cash and cash equivalents, other payables, and factoring in loans. The fair values of these financial instruments approximate their carrying values due to the short-term maturity of the instruments.

Impairment of Long-lived Assets

The Company assesses the carrying value of long-lived assets in accordance with ASC No. 360, accounting for the Impairment or Disposal of Long-lived Assets. Factors considered important which could trigger this review include a significant decrease in operating results, a significant change in its use of assets, competitive factors, strategy of its business, and significant negative industry or economic trends. The company cannot predict the occurrence of future impairment-triggering events nor the impact such events might have on the reported asset values. Such events may include strategic decisions made in response to the economic conditions relative to product lines, operations and the impact of the economic environment on our customer base. When the Company determines that the carrying value of long-lived assets may not be recoverable based on as assessment of future cash flows from the use of those assets, an impairment charge to record the assets at fair value may be recorded. Impairment is measured based on fair values utilizing estimated discounted cash flow, published third-party sources, and third-party offers.

Comprehensive Income (Loss)

The Company reports comprehensive income (loss) in accordance with ASC No. 220, “Reporting Comprehensive Income (Loss)”. The comprehensive loss for the Company includes currency translation adjustments and unrealized gain (loss) on marketable securities.

Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding for the year. As the Company has a loss, presenting diluted net earnings (loss) per share is considered anti-dilutive and not included in the statement of operations.

Property, Plant and Equipment

Property, Plant and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed primarily on the straight-line method for financial reporting purposes over the following estimated useful lives:


		Years
Computer		3

Convertible Note

The Company accounts for convertible note in accordance with ASC 470-20, Debt with Conversion and Other Options. The Company booked a discount on convertible note for the conversion feature of the note and is amortizing the discount over the life of the convertible note.

Earnings (loss) per Share

Basic earnings (loss) per share includes no dilution and is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding for the year. As the Company has a loss, presenting diluted net loss per share is considered anti-dilutive and not included in the statement of operations.

Foreign Currency Translation

The financial statements are presented in United States dollars. In accordance with ASC No. 830, “Foreign Currency Translation”, since the functional currency of the Company is Renminbi (RMB), the foreign currency financial statements of the Company’s subsidiaries are re-measured into U.S. dollars (USD). Monetary assets and liabilities are translated using the foreign rate that prevailed at the balance sheet date. Revenue and expenses are translated at weighted average rates of exchange during the year and stockholders’ equity accounts and capital asset accounts are translated by using historical exchange rates. Any translation gain or loss incurred is reported in the consolidated statement of operations.

The exchange rates applied are as follows:



RMB exchange rate at June 30, 2011 and September 30, 2010,	6.46300	6.69810
Average RMB exchange rate for the three months ended June 30, 2011 and 2010,	6.53160	6.82135
Average RMB exchange rate for the nine months ended June 30, 2011 and 2010,	6.55960	6.81760
HKD exchange rate at June 30, 2011 and September 30, 2010,	7.78320	7.75820
Average HKD exchange rate for the three months ended June 30, 2011 and 2010,	7.78190	7.76666
Average HKD exchange rate for the nine months ended June 30, 2011 and 2010,	7.77730	7.76370

Income Taxes

The Company follows the liability method of accounting for income taxes in accordance with ASC No. 740. Under this method, future 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 balances. Future tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. The effect on future tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment. The tax loss arising from PRC can be carried forward for five years. Agreed tax losses by respective local tax authorities can be offset against future taxable profits of the respective companies. A valuation allowance is provided for deferred tax assets if it is more likely than not that the Company will not realize the future benefit, or if the future deductibility is uncertain.

Related Parties

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party, or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or common significant influence.

Recently Issued Accounting Pronouncements

In May 2011, the FASB issued ASU No. 2011-04, “’ Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”, which is not expected to have a material impact on the consolidated financial statements upon adoption.

In June 2011, the FASB issued ASU No. 2011-05, “Presentation of Comprehensive Income”. Under the amendments in this ASU, an entity has two options for presenting its total comprehensive income: to present total comprehensive income and its components along with the components of net income in a single continuous statement, or in two separate but consecutive statements. The amendments in this ASU are required to be applied retrospectively and are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, with early adoption permitted. The Company intends to conform to the new presentation required in this ASU beginning with its Form 10-Q for the three months ended March 31, 2012.

NOTE 2 – MARKETABLE SECURITIES

Marketable securities are considered as available for sale and are recorded at market value. The marketable securities are summarized as follow:


	June 30, 2011		September 30, 2010
	Number of shares	Amount	Number of shares	Amount
		US $		US $
	(Unaudited)

CHINA GRAND RESORTS, INC AT COST	3,000	120,000	3,000	120,000
Unrealized loss		-		(119,100)
Realized loss		(120,000)		-
Net balance		-		900

Due to the fact that the market for China Grand Resorts, Inc common stock on the Over the Counter Bulletin Board has been limited or non-existent for a significant period of time, management determined to recognize an impairment loss on marketable securities of $120,000 in the second quarter of 2011.

NOTE 3 – PROPERTY, PLANT AND EQUIPMENT

The following is a summary of property and equipment, at cost, less accumulated depreciation:

Property and equipment is summarized as follows:



	June 30, 2011	September 30, 2010
	US$	US$
	(Unaudited)
Computer	664	-
Less: accumulated amortization	104	-
Net	560	-

Amortization for three month ended June 30, 2011 and 2010 was $52 and nil respectively, respectively. Amortization for nine month ended June 30, 2011 and 2010 was $104 and $195, respectively.

NOTE 4 - CONVERTIBLE NOTES

On March 26, 2010, we completed a Convertible Debt Settlement Agreement with Hua Hui to convert RMB 2,255,000 (approximately $330,000) outstanding loans due to Hua Hui into a convertible promissory note with a principal amount of RMB 2,255,000 (approximately $341,000 as of December 31, 2010) and will due on September 3, 2011. The convertible promissory is effective as of March 3, 2010 and has the following features:

The Convertible Note is subordinate to an outstanding Convertible Debt Settlement Agreement and is senior to all other current and future indebtedness of the Company.

If the Company has not affected a “Qualified Funding” (as defined below) prior to August 31, 2011, then the entire Principal Amount will be due and payable on August 31, 2011 (the "Maturity Date").

If the Company has effected a Qualified Funding prior to August 31, 2011, then (i) an amount equal to the Qualified Funding will be due and payable within five (5) working days from the closing of the funding, and (ii) any unpaid Principal Amount will be due and payable on the Maturity Date.

A Qualified Funding means any debt or equity funding received by the Borrower (after deducting all fees),

excluding however, any funding provided by Redrock Capital Group and Redrock Capital Ventures, Ltd., or any of their respective subsidiaries.

Except for default interest, interest on the unpaid balance accrues at the rate of 6% payable on the Maturity Date,

Hua Hui at its option may convert the Convertible Note to common stock of the Company at a conversion price of RMB0.11

If there is a default in the payment after a Qualified Funding, then default interest will accrue on the amount of the Qualified Funding a rate of one percent (1%) per day until paid.

As the market price of the common shares was higher than the conversion price at the date of issuance, the company recognized a beneficial conversion feature as a discount to the convertible note. The beneficial conversion feature discount needs to be amortized using the effective interest method over the life of the convertible note of 18 months. The Company credited $79,185 to additional paid-in capital and debited the same amount to the discount to the convertible note on March 26, 2010. The amortization of discount on convertible notes was $13,773 for the three months ended June 30, 2011. The interest expense on the convertible note for the three months ended June 30, 2011 is $5,247. The amortization of discount on convertible notes was $40,918 for the nine months ended June 30, 2011. The interest expense on the convertible note for the nine months end June 30, 2011 was $15,374.

Convertible note as of June 30, 2011 consists of the following:


	June 30, 2011			September 30, 2010
	US$			US$
	(Unaudited)
Face amount of convertible note payable		348,908		336,663
Discount representing the beneficial conversion feature		(79,185	)	(79,185)
Accumulated amortization of discount		67,314		26,395
		337,037		283,873

NOTE 5 - OTHER PAYABLES AND ACCRUALS

Other payables and accruals are summarized as follows:



	June 30, 2011		September 30, 2010
	US$	US$
	(Unaudited)
Other payables- payable to the creditors who originally held our convertible notes	628,143	1,128,126
Accrued interest expenses for convertible notes	27,645	11,677
China Grand Resort, Inc.	2,218	-
	658,006	1,139,803

On March 22, 2007, NextMart Inc. executed a subscription agreement with certain accredited investors, including Professional Offshore Opportunity Fund Ltd, pursuant to the subscription agreement, the Company agreed to issue a principal amount worth $1,500,000 in senior convertible promissory notes and warrants to purchase shares of our common stock. The financing was closed on March 29, 2007. The aggregate gross proceeds from the sale of the notes and warrants were $1,500,000. The convertible notes were due three years from the date of issuance. We prepaid all interest due under the convertible notes through the issuance of 1.5 million shares of our common stock. The notes were initially convertible into our common shares at a conversion price of $1.00 per share. After the occurrence of an event of default under the notes, the conversion price adjusts to eighty percent (80%) of the volume weighted average price of our common shares for the five trading days prior to a conversion date.

On February 6, 2009, we closed a Convertible Debt Settlement Agreement with these accredited investors (“Settlement Agreement”) pursuant to which we have re-purchased all of the outstanding senior convertible notes. Under the Settlement Agreement, in exchange for canceling the senior convertible promissory notes and underlying agreements, we agreed to pay back the principal amount of the notes of $1,500,000 and $610,126 in interest and default penalties. We paid $250,000 of the $1,500,000 in the principal amount at closing, and are obligated to pay $250,000 every 90 days from closing until the principal is paid in full. In addition to the payment made at closing, we made principal payments of $250,000 and $150,000 during fiscal year 2009. We also agreed to pay interest and penalties of $610,126 within 90 days from the closing. Payment of the interest and penalties of $610,126 may be in the form of common shares of CEC Unet Plc. (AIM: CECU) which we held on the agreement date or if the shares of CECU were not trading on the AIM Market, then in cash or cash equivalents.

During fiscal year 2010, we made $100,000, $250,000, $165,000 and $67,000 in principal payments. As we disposed our holdings of CECU shares in the CIGE transaction, we are now required to pay the $610,126 of interest and penalty due in cash or cash equivalents. As of September 30, 2010, we made payments of $982,000 in principal and have not paid any interest and default penalties. As of September 30, 2010, the remaining balance of the note is $1,128,126 which includes principal of $518,000 and interest and default penalties of $610,126.

On October 22, 2010, an amendment to convertible debt settlement agreement was made. Pursuant to such amendment, the Company was required to pay $500,000 no later than 5 business days following the execution of the amendment and the payment for the remaining balance of $627,126 was due March 1, 2011. As of June 30, 2011, the Company has paid the $499,983 principal amount in full and the remaining outstanding balance is $ 628,143. Management plans to resolve this issue in next few months.

NOTE 6 -AMOUNTS DUE TO STOCKHOLDERS

The amounts due stockholders are summarized as follows:


	June 30, 2011	September 30, 2010
	US$	US$
	(Unaudited)
Redrock Capital Venture Limited	148,522	145,562
	148,522	145,562

The amounts due to Redrock Capital Venture Limited are due on demand and bear no interest.

NOTE 7 – LOSS PER SHARE

ASC 260 “Earnings Per Share,” requires dual presentation of basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity.

The following table presents a reconciliation of basic and diluted net loss per share:


		The three months ended
		June 30, 2011		June 30, 2010

Numerator used in basic net loss per share:
Net loss from continuing operation	$	(47,246)	$	(53,044)
Net loss from held for sale operation	$	-	$	-
Shares (denominator):		336,835,541		193,204,734
Weighted average common shares outstanding
Weighted average common shares outstanding used in computing diluted loss per ordinary share		336,835,541		193,204,734
Loss per share from continuing operations-basic and diluted	$	(0.0001)	$	(0.0003)
Loss per share held for sale operations – basic and diluted	$	-	$	-
Continuing operations and held for sale operations – basic and diluted	$	(0.0001)	$	(0.0003)


		The nine months ended
		June 30, 2011		June 30, 2010

Numerator used in basic net loss per share:
Net loss from continuing operation	$	(315,256)	$	(216,416)
Net loss from held for sale operation	$	-	$	(6,022,874)
Shares (denominator):		325,481,180		350,373,852
Weighted average common shares outstanding
Weighted average common shares outstanding used in computing diluted loss per ordinary share		325,481,180		350,373,852
Loss per share from continuing operations-basic and diluted	$	(0.0010)	$	(0.0006)
Loss per share held for sale operations – basic and diluted	$	-	$	(0.0172)
Continuing operations and held for sale operations – basic and diluted	$	(0.0010)	$	(0.01783)

NOTE 8 -AMOUNTS DUE TO RELATED PARTIES

We have received loans from time to time from Redrock Thinktank (Group) Limited and Mr. Bruno Wu, who are affiliates. The following reflects the transactions with these related parties during the period ended June 30, 2011.

The amounts due to related parties are summarized as follows:


	June 30, 2011	September 30, 2010
	US$	US$
	(Unaudited)
Redrock Thinktank (Group) Limited	180,342	173,190
Wu Bruno Zheng	583,334	620,581
China Grand Resort, Inc.	-	2,225
	763,676	795,996

The amounts $180,342 and $583,334 as of June 30, 2011 due to Redrock Thinktank (Group) Limited and Mr. Wu, respectively are due on demand after one-year from the loan date and bear a free interest. The amounts due to Redrock Thinktank (Group) Limited and Mr. Wu were mainly used to make payments to investors who originally held our convertible notes.

NOTE 9 — COMMITMENTS AND CONTINGENCIES

Commitments

We have entered into a building lease for our office located in Beijing. The lease is from September 27, 2010 to July 31, 2011. The leasing period has been extended for one year, from August 1, 2011 to July 31, 2012, with annual rental $33,200. The lease expense for the nine months ended June 30, 2011 amounted to $24,900. Future minimum lease payments under non-cancellable operating lease agreements at June 30, 2011 were as follows:



Period ending September 30,		Amount
2011	$	8,300
2012		27,667
Total	$	35,967

NOTE 10- ASSETS AND LIABILITIES HELD FOR SALE

In connection with the CIGE and Ms. Wang Yihan transaction effective on March 31, 2010, which was subsequently amended on May 10, 2010, NextMart agreed to transfer to CIGE the following assets: 1) 100% of the shares of William Brand Administer Ltd, a BVI registered company and a wholly owned subsidiary of NextMart; 100% of the shares of Credit Network 114 Limited, a BVI registered company and a wholly owned subsidiary of NextMart; 2) 100% of NextMart’s 60% shareholdings in Wuxi Sun Network Technology Ltd., a PRC registered company; 3) 100% of NextMart’s 80% shareholdings in Naixiu Exhibition Ltd., a PRC registered company; 4) the net assets of NextMart’s 100% owned subsidiary Cancer Institute of China Ltd (a BVI registered company) and its 100% owned subsidiary China Cancer Institute Beijing Ltd. (a PRC registered company). The net assets being sold do not include the subsidiaries cash, office furniture and equipment, and third party creditor’s rights and third party debts, which shall remain the subsidiary’s property and 5) any other net assets and liabilities belonging to NextMart, with the exception of its 3,000 shares of China Grand Resorts Inc. common stock and its remaining liability under the convertible bond settlement agreement.

These assets and liabilities had previously been sold to Beijing Hua Hui Investment Ltd. under a subscription and asset sale agreement dated August 1, 2009 (see the Company’s Form 8-K filing dated August 4, 2009), and which arrangement was subsequently rescinded on March 3, 2010. All considerations were returned to the delivering party. NextMart accounted for the termination by adding the sum value of the assets originally sold to Hua Hui back on to the Company's balance sheet and canceling the shares issued to Hua Hui such that the company's share count will not include the shares issued to Hua Hui.

Consequently, the following assets and liabilities, which reflect these businesses, have been segregated and included in assets and liabilities of held for sale operations, as appropriate, in the consolidated balance sheet as of June 30, 2011:


		June 30, 2011		September 30, 2010
		(Unaudited)
ASSETS
Cash and cash equivalents	$	529,692	$	529,688
Account receivables, net of allowance for doubtful accounts		127,518		127,518
Other receivables		324,493		324,493
Current Assets of Held for Sales Operation	$	981,703	$	981,699

Property, plant and equipment, net		379,596		379,596
Non-Current Assets of Held for Sales Operation	$	379,596	$	379,596

LIABILITIES
Accounts payable	$	657,981	$	657,981
Other payables and accrued expenses		415,378		409,122
Amount due to related parties		1,897		1,897
Advance from customers		383,512		383,512
Minority interests		(201,042)		(201,042)
Total Liabilities	$	1,257,726	$	1,251,470

NOTE 11- GOING CONCERN AND MANAGEMENT PLAN

The Company’s consolidated financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As of June 30, 2011, the Company had an accumulated deficit totaling $100,738,703 and its current liabilities exceeded its current assets by $1,816,411. In addition, the Company was in default of the amendment to the Convertible Debt Settlement Agreement (See Note 4). In view of the matters described above, the appropriateness of the going concern basis is dependent upon continuing operations of the Company, which in turn is dependent upon the Company's ability to raise additional capital, obtain financing and succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

As a result of the Company’s recent transactions with CIGE and Wang Yihan, as amended, its future business strategy is art event and art media direct marketing, direct sales of art products and art-themed luxury goods, and providing marketing and sales for art related real estate development projects. The Company plans to leverage the art event and art media advertising and marketing channels acquired in the Acquisition Agreement to offer unique art related marketing and advertising services targeting China’s wealthiest consumers.

The Company also entered into a strategic cooperative agreement (“Strategic Agreement”) with its shareholder Sun Media Investment Holdings Ltd. (“SMIH”) and with Redrock Land Investment Ltd. (“Redrock Land”), an affiliate of the Company major shareholder Redrock Capital Venture Ltd. (“Redrock”). Redrock Land has agreed to provide NextMart a $1,000,000 interest free loan due on demand after one year. SMIH has agreed to provide NextMart with approximately $6,000,000 worth of advertising space over the next five years in various media outlets owned by it or its affiliates.

In addition to its arrangement with Redrock Land, the Company is actively pursuing additional funding and arrangements with third parties and potential strategic partners in an effort to fund its ongoing working capital requirements. The Company’s working capital requirements for the next 12 months is estimated at approximately $2 million. Management is hopeful that the above actions will allow the Company to continue its operation through such period.

NOTE 12- SUBSEQUENT EVENT

Management has considered all events occurring through the date the financial statements have been issued, and has determined that there are no such events that are material to the financial statements, or all such material events have been fully disclosed.

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

Forward-Looking Statements

This quarterly report on Form 10Q contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These forward-looking statements include statements other than historical information or statements of current condition, but instead represent only our belief regarding future events, many of which by their nature are inherently uncertain and outside of our control. Important factors that could cause actual results to differ materially from forward-looking statements include, but are not limited to, those described in the section titled “Risk Factors” previously disclosed in our Annual Report on Form 10-K for the period ended September 30, 2010. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles. In this annual report, unless otherwise specified, all dollar amounts are expressed in United States Dollars.

As used in this annual report, the terms “we”, “us”, “our”, and “NXMR” mean NextMart, Inc. and its wholly- subsidiaries.

Overview

Prior to fiscal year 2008, we had planned to develop an integrated online-offline direct sales platform for the ladies' apparel sector in China involving William Brand Administer Co. Ltd. However, our business and business strategy were adversely impacted in a material manner due to the appreciation of the Chinese currency (Yuan) against the US dollar (which resulted in US consumers paying higher prices for products manufactured in China), coupled with an already weak US retail market. Accordingly, we were unable to meet our projected operating results and milestones for the various periods. The lack of operating results adversely impacted our stock price during the applicable periods. Due to the depressed price of our common stock together with the overall world-wide financial market turmoil, we were unable to raise the necessary funds to support our expansion strategy. Consequently in May 2008, we determined to change our business focus initially attempting to focus on the financial advisory/direct investments, and thereafter, redirecting this focus towards the healthcare industry in China. Following our transaction with Hua Hui in August 2009, our business strategy was to develop a network of upscale, private member health clubs in the PRC. However as noted above, on March 3, 2009 the Company and Hua Hui rescinded the transaction.

As a result of our recent transaction with CIGE and Ms. Wang Yihan, as amended, our future business strategy is art event and art media direct marketing, direct sales of art products and art-themed luxury goods, and marketing and sales for art related real estate development projects. (Please refer to a detailed description of our proposed business contained in our Form 8-K filing dated June 23, 2010, as amended on July 1, 2010). As mentioned herein, we intend to capitalize on our CIGE relationship as well as the experience, brand recognition, and resource integration capacities of our major shareholders, including Ms. Wang, Redrock Capital Venture, Ltd., and Sun Media Investment Holdings Limited. We will begin developing our business in 2011 by launching the “Artslux” branded products.

Going forward, our business operations will include: art event and art media direct marketing; design and marketing of art-themed products lines created for existing luxury and high-end goods and brands and art themed real estate developments

On or about October 25, 2010, the Company completed a transaction with Mr. Yang Lin under which the Company agreed to issue to Mr. Yang Lin 53,651,553 shares of its common stock at a price of $0.01 per share or a total of $536,516. The shares were issued to Mr. Yang Lin on November 17, 2010. After the transaction, Mr. Yang Lin owns 15.93% of the total issued and outstanding shares of the Company. On October 28, 2010, the Company completed a transaction with Mr. Xu Baiqun under which the Company agreed to issue to Mr. Xu Baiqun 14,979,254 shares of its common stock at a price of $0.01 per share which is a total of $149,793 or equivalent amount in RMB as determined by the Bank of China foreign exchange rate. The shares were issued to Mr. Xu Baiqun on November 17, 2010.After the transaction, Mr. Xu Baiqun owns 4.45% of the total issued and outstanding shares of the Company.

We remind investors that our plans to re-focus our business to participate in the art and high-end industry in China are subject to substantial risks and uncertainties. We have not made substantial progress in reaching our objectives. We cannot predict whether we will be successful in identifying, selecting and investing in business, technologies, or treatments that will prove successful in our new business efforts. Our efforts will be subject to our ability to raise additional funds (which in turn will cause dilution to existing stockholders), formal agreements with numerous parties, and various approvals. Therefore, we cannot predict with certainty whether we will be successful in our re-structuring efforts and the exact combination of efforts required to achieve success.

Basis of Consolidation and Presentation

Results of Operations

Three Months Ended June 30, 2011 compared with Three Months Ended June 30, 2010

The following discussion relates to our results from operations of existing internet and marketing consulting businesses for the three months ended June 30, 2011.

Operating Expenses. Operating expenses which include general and administrative expenses, consulting and professional fees, and depreciation and amortization, for the three months ended June 30, 2011 totaled $28,226, a decrease of $ 19,989 or 41% from $48,215 for the comparable period in 2010. General and administrative expenses were $16,932 for the 2011 period, a decrease of $4,023 or 19% from $20,955 for the comparable period in 2010. The decrease is due to reduced head count and related salaries and expenses at our corporate office. The increase is due to office equipment depreciation which was purchased in 2010. Consulting and professional fees for three months ended June 30, 2011 period totaled $11,242, a decrease of $16,018 or 59% from $27,260 for the comparable period in 2010. The decrease reflects our scaled down operations.

Other Income (Expense). We had an Interest expense of $5,247 for the three months ended June 30, 2011 compared with an interest expense of $4,880 for the comparable period in 2010. We had an amortization on convertible notes of $13,773 for the three months ended June 30, 2011 and did not have similar charges of the comparable period in 2010.

Loss from continuing operations. Our loss from continuing operations for the three months ended June 30, 2011 and 2010 was $47,246 and $53,044, respectively. The difference was due to the reasons discussed above.

Net loss. We had a net loss of $47,246 for the 2011 period compared with a net loss of $53,044 for the comparable period in 2010.

Other Comprehensive Income (Loss). We had a foreign currency translation adjustment loss of $9,282 for the three months ended June 30, 2011 compared with a loss of $1,971 for the comparable period in 2010. The difference is due to the value of the US dollar in comparison to the RMB and HK dollar. In 2010, we had an unrealized gain on marketable securities of $420 for the comparable period in 2010, but no such issue in 2011.

Total comprehensive loss. For the three months ended June 30, 2011, we had a comprehensive loss of $56,528 compared with a comprehensive loss of $54,595 for the comparable period in 2010 for the reasons discussed above.

Nine Months Ended June 30, 2011 compared with Nine Months Ended June 30, 2010

The following discussion relates to our results from operations of existing internet and marketing consulting businesses for the nine months ended June 30, 2011.

Operating Expenses. Operating expenses which included general and administrative expenses, consulting and professional fees, and depreciation and amortization, for the nine months ended June 30, 2011 totaled $138,827, a decrease of $ 64,863 or 32% from $203,690 for the comparable period in 2010. General and administrative expenses were $41,648 for the nine months ended June 30, 2011, a decrease of $50,465 or 55% from $92,113 for the 2010 comparable period. The decrease is due to reduced headcount and related salaries and expenses at our corporate office due to our scaled down operations. Consulting and professional fees were $97,075 for the nine months ended June 30, 2011, a decrease of $14,307 or 13% from $111,382 for the comparable period in 2010. The decrease reflects lower consulting fees due to the scaled down operations during such periods.

Other Income (Expense). We had an interest expense of $15,374 for the 2011 period compared with an interest expense of $11,424 for the comparable period in 2010. For the convertible notes, Conversion price is set by the agreement, not fair value at the agreement date. We need to consider the fair value as of agreement date because if the conversion price is lower than the market price, the convertible note has a beneficial conversion feature which need to be recognized and amortized over the term of the convertible notes. We had an amortization on convertible notes of $40,918 for the nine months ended June 30, 2011 compared with the similar charges of $1,518 for the comparable period in 2010. For the marketable securities of China Grand Resorts, Inc. has been closed from November 22, 2010, the securities was possibly not be recovered and we recognized loss during this period. We had a loss from marketable securities of $120,000 and the other expense of $137 for the nine months ended June 30, 2011 and did not have similar charges of the comparable period in 2010.

Loss from continuing operations. Our loss from continuing operations for the nine months ended June 30, 2011 and 2010 was $315,256 and $216,416, respectively. The difference is due to the reasons discussed above.

Loss from held for sale operations. We had a loss from operation held for sales of $352,368 for the nine months ended June 30, 2010 and did not have the similar charges of the comparable period in 2011. We had an impairment loss of assets held for sale of $5,670,506 for the nine months ended June 30, 2010. We did not have similar charges for the comparable period in 2011.

Net loss. We had a net loss of $315,256 for the nine months ended June 30, 2011 compared with a net loss of $6,239,290 for the comparable period in 2010.

Other Comprehensive Income (Loss). We had a foreign currency translation adjustment loss of $21,533 for the nine months ended June 30, 2011 compared with a translation gain of $8,597 for the comparable period in 2010. The difference is due to the value of the US dollar in comparison to the RMB and HK dollar. We had an unrealized gain of $119,100 for the nine months ended June 30, 2011 as a result of the recognition of the loss of marketable securities held during the period and an unrealized loss of $11,100 for the nine months ended June 30, 2010 from the change of the fair value of the marketable securities held during the period.

Total comprehensive loss. For the nine months ended June 30, 2011, we had a comprehensive loss of $217,689 compared with a comprehensive loss of $6,241,793 for the comparable period in 2010 for the reasons discussed above.

Liquidity and Capital Resources

We have financed our operations primarily through cash generated from equity infusions, operating activities and a mixture of short and long-term loans for affiliated and non-affiliated parties.

The following table summarizes our cash flows for the nine months ended June 30, 2011 and 2010:


		Unaudited
		Nine Months Ended June 30,
		2011		2010
Net cash use in operating activities from continuing operations	$	(139,394)	$	(248,691)
Net cash provided by (used in) investing activities from continuing operations		(665)		49,072
Net cash provided by financing activities from continuing operations		154,004		170,339
Net effect of exchange rate changes on consolidation		(387)		(1,267)

Net decrease in cash and cash equivalents from continuing operations		13,558		(30,547)
Net (decrease)increase in cash and cash equivalents from discontinued operations		-		(335)
Cash and cash equivalents at beginning of period		12,912		34,958
Cash and cash equivalents at end of period		26,470		4,076

As of June 30, 2011, we had total assets of $1,391,675, total liabilities of $3,164,967 and working capital deficit of $1,816,411

On October 22, 2010, we made an amendment to convertible debt settlement agreement. Pursuant to such amendment, the Company was required to pay $500,000 no later than 5 business days following the execution of the amendment, and the payment for the remaining balance of $627,126 was due March 1, 2011. As of June 30, 2011 the Company has paid the $499,983 principal amount in full and the remaining outstanding balance is $628,143.

We continue to experience significant losses from operations. We are uncertain as to when we will achieve profitable operations. We have an immediate need for capital to conduct our ongoing operations and to advance the planned venture investment strategy. Our independent auditors included an explanatory paragraph in their report on the accompanying consolidated financial statements regarding concerns about our ability to continue as a going concern. As of June 30, 2011, we had working capital deficiency of $1,816,411; we had a net loss of $315,256 for the nine months ended June 30, 2011. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

We expect that the total costs for the Company’s branded Artslux products and services will be approximately $250,000 for the aspect of the operations during the 12-months period from June 30, 2011. Of the $250,000 amount, it is estimated that $190,000 will be allocated to cost of sales and $60,000 will be allocated to G&A for expenses including marketing and logistics for services, rent, salaries, office expenses, and miscellaneous expenses. The Company expects that a substantial portion of the required costs will be funded by the Redrock Land loan.

We expect that the total costs for the ArtChina art related marketing and product design business will be approximately $820,000 for this aspect of the operations during the next 12-month period. Of the $820,000 amount, $360,000 will be allocated to cost of sales which includes government lobbying, and professional services fees for feasibility reports and concept designer, $460,000 will be allocated to selling expenses including marketing and sales, and general and administrative expenses including rent, and salaries, among other costs. The Company expects the required capital for this business to come from a planned round of fundraising from third parties which we expect to undertake in the fourth calendar quarter of 2011. At the current time, we have no commitments from any third party in respect of the proposed fundraising effort. Prior to such fundraising, the Company may develop the initial aspects of its business using funds from the Redrock Land loan, and from revenues generated from other business to the extent that such revenues are available.

We cannot provide assurances that we will be successful in our efforts to enhance our liquidity. If we are unable to raise sufficient funds to meet our cash requirements as described above, we may be required to curtail, suspend, or discontinue our current and/or proposed operations. Our inability to raise additional funds as described above may forced us to restructure, file for bankruptcy, sell assets or cease operations, any of which could adversely impact our business and business strategy, and the value of our capital stock. Due to the current price of our common stock, any common stock based financing will create significant dilution to the then existing stockholders. In addition, in order to conserve capital and to provide incentives for our employees and service providers, it is conceivable that we may issue stock for services in the future which also may create significant dilution to existing stockholders.

Contractual Obligations

The majority of our operations are in China, where we have leased an office in Beijing. Our Beijing office consists of 90 square meters. The lease extends for a period of one year terminating on July 31, 2012. Our yearly rent is $33,200. We believe that our existing facilities are adequate to meet our current requirements, and that future growth can be accommodated by leasing additional or alternative space.

New Accounting Pronouncements

Off-Balance Sheet Commitments and Arrangements

We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered into any derivative contracts that are indexed to our own shares and classified as stockholder’s equity, or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. Moreover, we do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

Application of Critical Accounting Policies

Our significant accounting policies are described in Note 1 to our audited consolidated financial statements previously included in our Annual Report on Form 10-K for the year ended September 30, 2010. We prepare our financial statements in conformity with U.S. GAAP, which requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the financial reporting period.

Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. Some of our accounting policies require higher degrees of judgment than others in their application. We consider the policies discussed below to be critical to an understanding of our financial statements as their application places the most significant demand on our management’s judgment.

Revenue Recognition

We generate revenue through consulting services and recognize such revenues from consulting services in accordance with ASC No. 605, “Revenue Recognition,” when all of the following conditions exist: persuasive evidence of an arrangement exists in the form of providing consulting services; or services have been rendered; the Company’s consulting fee received from the clients is fixed or determinable pursuant to the terms of the consulting agreement and these amounts appear to be collectible.

Income Taxes

We account for income taxes under the provisions of ASC No. 740, "Accounting for Income Taxes," as described in Note 8 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the period ended September 30, 2010. We record a valuation allowance to reduce our deferred tax assets to the amount that we believe is more likely than not to be realized. In the event we were to determine that we would be able to realize our deferred tax assets in the future in excess of their recorded amount, an adjustment to our deferred tax assets would increase our income in the period such determination was made. Likewise, if we determine that we would not be able to realize all or part of our net deferred tax assets in the future, an adjustment to our deferred tax assets would be charged to our income in the period such determination is made. We record income tax expense on our taxable income using the balance sheet liability method at the effective rate applicable in China in our consolidated statements of operations and comprehensive income.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

Not applicable

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information that would be required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including to our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rule 13a-15 under the Exchange Act, our management, including our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2011. On our Annual Report on Form 10-K for the fiscal year ended September 30, 2010, we reported these material weaknesses which continue to be material weakness as of June 30, 2011. Based on that evaluation, we concluded that, because of the material weaknesses described below, as of June 30, 2011, our disclosure controls and procedures were ineffective.

Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting refers to the process designed by, or under the supervision of, our chief executive officer and chief financial officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP, and includes those policies and procedures that:

· pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

· provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management and directors; and

· provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2011 based on the framework set forth in the report entitled Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the evaluation, management concluded that our internal control over financial reporting as of June 30, 2011 was not effective. Management identified the following material weaknesses as of June 30, 2011:

· Lack of Internal Audit Function - We lack qualified resources to perform our internal audit functions properly. In addition, we have not yet fully developed the scope and effectiveness of our internal audit function.

· Insufficient U.S. GAAP Accounting Skills and Experience - We found that our accounting staff lacked sufficient accounting skills and experience necessary to fulfill our public reporting obligations according to U.S. GAAP and the SEC’s rules and regulations.

At the present time, we are currently developing our art related business. Thus, our current operations and financial transactions are limited. At such time as business develops, we intend to hire additional personnel with sufficient US GAAP Accounting Skills and Experience to fulfill our public reporting obligations according to U.S. GAAP and the SEC’s rules and regulations. In addition, as the Company’s business develops, it also will begin searching and negotiating with several qualified candidates to serve as the audit committee members so as to establish an audit committee within the Board of Directors of the Company.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

Management remains committed to improving its internal control over financial reporting and will continue to work to put effective controls in place.

Because the Company is a smaller reporting company, this annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm.

Changes in Internal Control over Financial Reporting

Other than described above there were no changes in our internal controls over financial reporting during the nine months ended June 30, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 5. EXHIBITS AND REPORTS OF FORM 8-K.

(a) Exhibits

31.1 Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002

31.2 Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002

32.1 Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002

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.



	NextMart, Inc.
Date: August 22, 2011		/s/ Wang Yihan
		Wang Yihan
		Chief Executive Officer

Date: August 22, 2011	By:	/s/ Carla Zhou
		Carla Zhou Chief Financial Officer

Attached files

NextMart Inc. Reports

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