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 March 31, 2015

 

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: 000-55165

 

NEXT FUEL, INC.

(Exact name of registrant as specified in its charter)

 

NEVADA		35-2305768
(State or other jurisdiction of		(IRS Employee
incorporation or organization)		Identification No.)

 

821 Frank Street, Sheridan, WY 82801

(Address of Principal Executive Offices)

_______________

 

(307) 674-2145

(Registrant's Telephone number, including area code)

_______________

  

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.

Yes x 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).

 Yes x 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 ¨	Accelerated Filer ¨
Non-Accelerated Filer ¨	Smaller Reporting Companyx

 

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

Yes ¨ No x

 

Indicate the number of shares issued and outstanding of each of the issuer’s classes of common stock, as of June 23, 2015 15,662,500 shares of issued common stock.

 

  

NEXT FUEL, INC.

FORM 10-Q

March 31, 2015 

INDEX

 

INDEX

 

PART I— FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Balance Sheets as of March 31, 2015 and as of September 30, 2014	1
	Condensed Statements of Operations for the Three Months and Six Months Ended March 31, 2015 and 2014	2
	Condensed Statement of Changes in Stockholders' Equity for the Period from September 30, 2014 to March 31, 2015	3
	Condensed Statements of Cash Flows for the Six Months Ended March 31, 2015 and 2014	4
	Notes to Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17
Item 4.	Controls and Procedures	17
PART II— OTHER INFORMATION
Item 1	Legal Proceedings	18
Item 1A	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3.	Defaults Upon Senior Securities	19
Item 4.	Mine Safety Disclosures	19
Item 5.	Other Information	19
Item 6.	Exhibits	19
SIGNATURE		20
Exhibit List		20

 

CERTAIN TERMS USED IN THIS REPORT

 

When this report uses the words “we,” “us,” “our,” “Next Fuel,” “NXFI,” and the “Company,” they refer to Next Fuel, Inc. “SEC” and the “Commission” refers to the Securities and Exchange Commission.

 

 

PART I— FINANCIAL INFORMATION

 

ITEM 1.  FINANCIAL STATEMENTS

 

 

NEXT FUEL, INC.

 

CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

CONTENTS

 

PAGE	1	CONDENSED BALANCE SHEETS AS OF MARCH 31, 2015 AND AS OF SEPTEMBER 30, 2014
PAGE	2	CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS AND SIX MONTHS ENDED MARCH 31, 2015 AND 2014
PAGE	3	CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE PERIOD FROM SEPTEMBER 30, 2014 TO MARCH 31, 2015
PAGE	4	CONDENSED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED MARCH 31, 2015 AND 2014
PAGE	5 – 12	NOTES TO CONDENSED FINANCIAL STATEMENTS

 

 

Next Fuel, Inc.

Condensed Balance Sheets

 

		March 31, 2015				September 30, 2014
		(Unaudited)				*
ASSETS
Current Assets
Cash		$	26,134			$	192,044
Prepaid Expenses			6,297				12,017
Security Deposit			75,452				75,352
Total Current Assets			107,883				279,413
Equipment, net			563,194				624,522
Intangibles (Notes 1(G) and 2(B))			265,000				295,000
Lease Acquisition Costs, net			120,833				145,833
Total Assets		$	1,056,910			$	1,344,768
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses		$	150,144			$	88,613
Accounts payable and accrued expenses - related party			89,059				32,104
Accrued lease origination costs, including $0 and $50,000 due to a related party, respectively			0				150,000
Accrued stock award due to an executive officer			0				525,000
Current portion of lease payable (Note 5)			73,099				48,650
Total Current Liabilities			312,302				844,367
Lease Payable (Note 5)			76,901				101,350
Total  Liabilities			389,203				945,717
Commitments and Contingencies (Note  5)
Stockholders' Equity
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, 15,347,500 and 13,997,500 issued and outstanding as of March 31, 2015 and September 30, 2014, respectively			1,535				1,400
Additional paid-in capital			30,669,498				29,590,617
Accumulated deficit			(30,003,326	)			(29,192,966	)
Total Stockholders' Equity			667,707				399,051
Total Liabilities and Stockholders' Equity		$	1,056,910			$	1,344,768

 

* Derived from audited financial statements.

 

See accompanying notes to unaudited condensed financial statements.

 

 

Next Fuel, Inc.

Condensed Statements of Operations

(Unaudited)

 

		For the Three Months Ended March 31,								For the Six Months Ended March 31,
		2015				2014				2015				2014
Operating Expenses
Professional fees		$	219,049			$	44,652			$	296,794			$	237,216
Research and development costs			-				-				-				766
Salary Expense			93,711				175,188				197,346				355,033
General and administrative			145,216				421,236				308,056				520,198
Total Operating Expenses			457,976				641,076				802,196				1,113,213
Loss from Operations			(457,976	)			(641,076	)			(802,196	)			(1,113,213	)
Other Expenses
Interest Income			29				136				107				367
Interest Expense			(4,098	)			-				(8,271	)			-
Total Other Income/(Expense)			(4,069	)			136				(8,164	)			367
LOSS FROM CONTINUING OPERATIONS			(462,045	)			(640,940	)			(810,360	)			(1,112,846	)
LOSS FROM DISCONTINUED OPERATIONS			-				(35,791	)			-				(146,871	)
NET LOSS		$	(462,045	)		$	(676,731	)		$	(810,360	)		$	(1,259,717	)
Net Loss Per Share - Basic and Diluted
Continuing Operations		$	(0.03	)		$	(0.06	)		$	(0.05	)		$	(0.10	)
Discontinued Operations			-				(0.00	)			-				(0.01	)
Net Loss		$	(0.03	)		$	(0.06	)		$	(0.05	)		$	(0.11	)
Weighted average number of shares outstanding during the year - Basic and Diluted			15,190,833				10,879,167				15,112,610				11,027,445

 

See accompanying notes to unaudited condensed financial statements.

 

 

Next Fuel, Inc.

Condensed Statement of Changes in Stockholders' Equity

For the period from September 30, 2014 to March 31, 2015

(Unaudited)

 

										Additional								Total
		Common Stock								paid-in				Accumulated				Stockholder's
		Shares				Amount				capital				Deficit				Equity
Balance, September 30, 2014			13,997,500				1,400				29,590,617				(29,192,966	)			399,051
Share based compensation expense											279,016								279,016
Common stock issued for cash			300,000				30				124,970								125,000
Common stock issued for services			1,050,000				105				674,895								675,000
Net loss for the six months ended March 31, 2015			-				-				-				(810,360	)			(810,360	)
Balance, March 31, 2015			15,347,500			$	1,535			$	30,669,498			$	(30,003,326	)		$	667,707

 

See accompanying notes to unaudited condensed financial statements.

 

 

Next Fuel, Inc.

Condensed Statements of Cash Flows

(Unaudited)

 

		For the Six Months Ended March 31,
		2015				2014
Cash Flows Used In Operating Activities:
Net Loss from continuing operations		$	(810,360	)		$	(1,112,846	)
Net Loss from discontinued operations			-				(146,871	)
Adjustments to reconcile net loss to net cash used in operations
Share based compensation - stock options			279,016				161,970
Depreciation and amortization expense			120,074				2,850
Changes in operating assets and liabilities:
Decrease (increase) in prepaid expenses			5,720				5,533
Increase in accounts payable and accrued expenses			61,531				(17,067	)
Increase (decrease) in accounts payable - related parties			56,955				302,724
Cash flows from operating activities of discontinued operations			-				(8,185	)
Net Cash Used In Operating Activities			(287,064	)			(811,892	)
Cash Flows Used In Investing Activities:
Purchase of Fixed Assets			(3,746	)			-
Deposit on equipment			-				(100,000	)
Security deposit			(100	)			(112	)
Net Cash Used In Investing Activities			(3,846	)			(100,112	)
Cash Flows Provided By Financing Activities:
Common stock issued for cash			125,000				-
Net Cash Provided By Financing Activities			125,000				-
Net Decrease in Cash			(165,910	)			(912,004	)
Cash at Beginning of Year/Period			192,044				1,021,942
Cash at End of Year/Period		$	26,134			$	109,938
Supplemental disclosure of cash flow information:
Supplemental disclosure of non-cash investing and financing activities:

 

See accompanying notes to unaudited condensed financial statements.

 

 

NEXT FUEL, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF MARCH 31, 2015

(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. Certain disclosures have been omitted for these interim financial statements. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations. For a more comprehensive presentation of financial position and results of operations, please refer to our last annual report on Form 10-K for the fiscal year ended September 30, 2014.

 

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 statement presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.

 

Next Fuel, Inc. (the "Company") was incorporated under the laws of the State of Nevada on August 14, 2007.  Next Fuel, Inc. is a service-based firm that has developed and will continue to develop and commercialize innovative technologies, such as water treatment technologies.  

 

We are a technology provider and service company that assist owners of natural gas & oil production resources to increase the efficiency of their operations.  We do not plan to own or develop natural gas or oil production projects.

 

The Company continues to develop and market the new technologies discussed above.

 

(B) Liquidity and Going Concern

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The Company has incurred recurring net losses from operations and earned minimal revenues since inception. The Company has a net loss of $810,360, and net cash used in operations of $287,064 for the six months ended March 31, 2015. Additionally, as of March 31, 2015, the Company had $26,134 in cash and cash equivalents and $389,203 in liabilities. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. The Company will require substantial funding to implement its business operations. These 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 different should the Company be unable to continue as a going concern. The Company’s ability to continue as a going concern is dependent on the ability to obtain additional operating capital through equity or debt financing, and attain profitability. There can be no assurances that the Company will be able to obtain financing or achieve profitability.

 

 

NEXT FUEL, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF MARCH 31, 2015

(UNAUDITED)

 

(C) 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. Significant estimates include estimated lives of equipment and intangible assets, valuation of equity based compensation and valuation of deferred tax assets. Actual results could differ from those estimates.

 

(D) Loss Per Share

 

Basic net loss per common share is calculated by dividing the income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period.

 

Diluted net loss per common share reflects the potential dilutive effects of stock options, warrants, and stock equivalents.  To the extent stock options, stock equivalents and warrants are anti-dilutive; they are excluded from the calculation of diluted loss per share.  For the six months ended March 31, 2015 and 2014 respectively, 250,000 and 0, shares issuable upon the exercise of warrants were not included in the computation of loss per share because their inclusion is anti-dilutive. For the six months ended March 31, 2015 and 2014 respectively, 1,171,666 and 946,666 shares issuable upon the exercise of stock options were not included in the computation of loss per share because their inclusion is anti-dilutive.

 

(E) Discontinued Operations

 

In February 2014, the Company sold its CTG Technology to a related party and discontinued its operations outside the United States with respect to that technology. The technology was previously expensed as research and development and, therefore, there are no assets associated with the discontinued operations. There were no liabilities associated with the discontinued operations as of March 31, 2015 or September 30, 2014. There was no loss from discontinued operations for the three months or six months ended March 31, 2015. Loss from discontinued operations for the three months and six months ended March 31, 2014 was $35,791 and $146,871 respectively. There were no revenues from discontinued operations for the three months or six months ended March 31, 2015 or 2014.

 

 

NEXT FUEL, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF MARCH 31, 2015

(UNAUDITED)

 

 

(F) Reclassifications

 

Certain amounts in the prior periods presented have been reclassified to conform to the current period financial statement presentation for discontinued operations. These reclassifications have no effect on previously reported net loss.

 

NOTE 2

STOCKHOLDERS’ EQUITY

 

(A) Common Stock Issued for Cash

 

On February 17, 2015, the Company issued 300,000 shares of common stock for $125,000 ($.4167/share).

 

(B) Stock Issued for Services and Intellectual Property

 

On September 15, 2014, the Company granted 300,000 restricted shares of common stock ($.50/share) in connection with the Equipment Lease entered into on September 15, 2014. On October 1, 2014, the Company issued these shares.

 

On August 25, 2014, the Company granted 750,000 restricted shares of common stock ($.70/share) for services to an employee. On October 1, 2014, the Company issued these shares. The stock award was associated with acquiring a lease payment to complete the purchase of the Integra Disk Filtration System.

 

(C)  Stock Warrants

 

The following table summarizes all warrant grants as of March 31, 2015, and the related changes during the six months then ended:

 

		Number of Warrants				Weighted Average Exercise Price
Stock Warrants
Balance at September 30, 2014			250,000			$	0.90
Granted			-				-
Exercised			-				-
Expired			-				-
Balance at March 31, 2015			250,000			$	0.90
Warrants Exercisable at March 31, 2015			250,000			$	0.90
Weighted Average Fair Value of Warrants Granted During 2014						$	1.04

 

 

NEXT FUEL, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF MARCH 31, 2015

(UNAUDITED)

 

The following tables summarize information about stock warrants for the Company as of March 31, 2015:

 

Warrants Outstanding																Warrants Exercisable
Range of Exercise Price				Number Outstanding at March 31, 2015				Weighted Average Remaining Contractual Life				Weighted Average Exercise Price				Number Exercisable at March 31, 2015				Weighted Average Exercise Price
$	0.90				250,000				4.00			$	0.90				250,000			$	0.90

 

NOTE 4

STOCK OPTIONS

 

On March 1, 2015, the Company granted options to an employee to purchase 100,000 shares of common stock at an exercise price of $1.40 per share. 50,000 shares vested immediately and 50,000 shares will vest after one year from the grant date.

 

On March 1, 2015, the Company granted options to a non-employee to purchase 250,000 shares of common stock at an exercise price of $1.40 per share. 125,000 shares vested immediately and 125,000 shares will vest after one year from the grant date.

 

 

The Company has valued the above options at their fair value using the Black-Scholes option pricing method. In addition to the exercise and grant date prices of the options, certain assumptions that were used to estimate the fair value of the stock option grants are listed in the following tables:

 

		Fiscal 2015 Stock Options
Expected term (years)			10
Expected volatility			161	%
Risk-free interest rate			2.08	%
Expected dividends			0

 

During the six months ended March 31, 2015 and 2014, the Company recognized compensation expense related to stock options of $279,016 and $161,970, respectively.  

 

 

NEXT FUEL, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF MARCH 31, 2015

(UNAUDITED)

 

For the six months ended March 31, 2015, the Company recorded stock-based compensation expense of $69,601 related to vested employee stock options, $29,195 related to unvested employee stock options, $149,257 related to vested non-employee stock options, and $30,963 related to unvested non-employee stock options.

 

For the six months ended March 31, 2014, the Company recorded stock-based compensation expense of $63,547 related to vested employee stock options, $74,644 related to unvested employee stock options, $6,618 related to vested non-employee stock options, and $17,161 related to unvested non-employee stock options.

 

Stock options and warrants issued to consultants and other non-employees as compensation for services provided to the Company are accounted for based on the fair value of the services provided or the estimated fair market value of the option or warrant, whichever is more reliably measurable. The related expense is recognized when the performance commitment is reached.

 

A summary of the Company’s stock option plans as of March 31, 2015, and changes during the six months then ended is presented below:

 

		Six Months Ended March 31, 2015
		Number of Options				Weighted Average Exercise Price				Aggregate Intrinsic Value Per Share
Options outstanding at September 30, 2014			976,666			$	2.16
Options granted			350,000				1.40
Options expired			-				-
Options cancelled			(155,000	)			2.94
Options outstanding at March 31, 2015			1,171,666			$	1.83			$	(0.93	)
Options exercisable at March 31, 2015			746,666			$	2.31			$	(1.41	)

 

Changes in the Company’s unvested options for the six months ended March 31, 2015 are summarized as follows:

 

		Number of Options				Weighted Average Exercise Price				Weighted Average Grant Date Fair Value
Non-vested options at September 30, 2014			425,002			$	1.68			$	.97
Options granted			175,000				1.40				1.39
Options vested			(155,002	)			3.25				1.48
Options cancelled			(20,000	)			1.71				.96
Non-vested options at March 31, 2015			425,000			$	0.99			$	0.96

 

 

NEXT FUEL, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF MARCH 31, 2015

(UNAUDITED)

 

				Options Outstanding at March 31, 2015												Options Exercisable at  March 31, 2015
								Remaining
								Average				Weighted								Weighted
Range of								Contractual				Average								Average
Exercise				Number				Life				Exercise				Number				Exercise
Price				Outstanding				(In Years)				Price				Exercisable				Price
$	4.68				75,000				1.64			$	4.68				75,000			$	4.68
	4.25				110,000				6.64				4.25				110,000				4.25
	4.20				10,000				6.64				4.20				10,000				4.20
	4.09				16,666				6.88				4.09				16,666				4.09
	1.71				260,000				6.64				1.71				260,000				1.71
	1.10				100,000				3.98				1.10				100,000				1.10
	.70				250,000				4.40				.70				-				.70
	1.40				350,000				9.93				1.40				175,000				1.40
	Totals				1,171,666				6.60			$	1.83				746,666			$	2.31

 

NOTE 5

COMMITMENTS

 

On September 15, 2014, the Company entered into an agreement to lease equipment for a total of $150,000 plus 300,000 shares of the Company’s common stock. The lease calls for monthly payments of $4,900 for a period of three years with interest at a rate of 10.86% per annum. In lieu of cash payments, the Lessor will accept 15,000 shares of the Company’s common stock per month. On December 16, 2014, the agreement was amended to clarify the frequency of the stock grants in lieu of cash payments. It was agreed that the stock grants will be made on a semiannual basis with the first grant due by March 15, 2015. During the term of the lease, the lessor will retain title to the equipment. Title will transfer to the Company upon completion of the lease payments. Future minimum principal payments on the lease as of March 31, 2015 are as follows:

 

Fiscal year ending September 30
2015		$	48,650
2016			50,256
2017			51,094
		$	150,000

 

 

NEXT FUEL, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF MARCH 31, 2015

(UNAUDITED)

 

On April 15, 2014, the Company entered into an agreement for consulting services. As an initial retainer fee, the Company issued 25,000 restricted shares of the Company’s common stock. Additionally, for any financing or capital brought to the Company by the Consultant, the Company will pay a 6% fee based on the net amount of funding, within 30 days of actual closing of the financing transaction. At such time as the Company has the financial resources, compensation will be at an hourly rate or fixed daily rate depending on the nature of the project. This Agreement shall remain in effect until April 15, 2015.

 

On October 7, 2013, the Company entered into an agreement for underwriting/brokerage services related to a proposed public offering. An initial, non-refundable, advisory fee was paid upon the signing of the engagement letter. The agreement calls for an underwriting fee of six percent (6%) of the amount raised in the public offering as well as warrants to purchase the aggregate number of shares as would be equal to three percent (3%) of the total number of shares sold pursuant to the public offering. The agreement also calls for payment of a success-based non-accountable expense allowance in the amount of two percent (2%) of the gross proceeds of the offering and reimbursement for incurred expenses.

 

On October 1, 2013, the Company entered into an agreement for exclusive financial advisory services related to potential acquisitions. The agreement calls for a placement success fee of eight percent (8%) of the gross proceeds of the placement as well as issuance of stock equal to three percent (3%) of the fully diluted shares outstanding, post-merger, including the shares from the capital raise. The agreement expired on December 31, 2013, but continues thereafter on a month to month basis unless cancelled by 30 days written notice.

  

  

NEXT FUEL, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF MARCH 31, 2015

(UNAUDITED)

 

 

NOTE 7

RELATED PARTY TRANSACTIONS

 

On May 1, 2014, the Company began renting office space on a month-to-month basis from a shareholder/employee for $1,120 per month. The total rent paid to the shareholder/employee during the six months ended March 31, 2015 was $6,720.

 

In April, 2014, the Company issued 250,000 restricted shares of the Company’s common stock and 250,000 warrants as compensation to a related party for the consulting services. Additionally, at such time as the Company is in the financial position to do so, the Company shall pay a monthly retainer of $5,000 and a monthly expense allowance of $1,200. No payments were made to the related party for the six months ended March 31, 2015.

 

NOTE 8

SUBSEQUENT EVENTS

 

Equipment Lease Agreement with Director

  

On September 15, 2014, the Company entered into an Equipment Lease Agreement with Water Equipment Leasing, LLC, an entity partially owned by Scott Williams, a member of our Board. In connection with the Equipment Lease Agreement, 100,000 shares of the Company’s common stock with a face value of $50,000 ($.50/share) were granted to each of Mr. Williams and Mr. Callan. Mr. Callan is a related party to the Company and is also an owner of Water Equipment Leasing, LLC. The Equipment Lease Agreement calls for monthly payments of $4,900 for a period of three years with interest at a rate of 10.86% per annum. In lieu of cash payments, the Lessor will accept 15,000 shares of the Company’s common stock per month. On December 16, 2014, the Equipment Lease Agreement was amended to clarify the frequency of the stock grants in lieu of cash payments. It was agreed that the stock grants will be made on a semiannual basis with the first grant due by March 15, 2015. During the term of the lease, the lessor will retain title to the equipment. Title will transfer to the Company upon completion of the lease payments.

 

On March 23, 2015, pursuant to the amendment to the Lease Agreement dated December 16, 2014, 105,000 shares were issued to each of Mr. Williams, David Callan, and CA Consulting Services for a total of 315,000 shares. The number of shares issued, however, was errant, as the total number should have been 105,000 or 35,000 each, pursuant to the amendment. The three certificates have recently been returned to the company for cancellation of the 315,000 shares and 105,000 shares will be reissued at 35,000 each per party. The cancellation has not yet been completed and the number of shares outstanding correctly reflects the 315,000 shares.

 

 

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

 

The information contained in this Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements. 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 discussion. 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.  Factors that might cause such a difference include, but are not limited to, those set forth in Item 1A. "Risk Factors" of this report and elsewhere in this report.

 

Our History

 

We were organized in the State of Nevada in August 2007 under the name Clinical Trials of the Americas, Inc. Our stock began trading on the Over-the-Counter Bulletin Board on June 11, 2008 under the trading symbol “CLLL.” We were not successful in raising sufficient capital to support a clinical trials business. On May 21, 2009, we changed our name to Next Fuel, Inc. and our symbol is now “NXFI.”

 

  

On March 31, 2011, we purchased certain technology and intellectual property, which we used as the first step toward building a business that provides a range of technology and services to the oil and gas industry.  More importantly, with the addition of our Low Energy Input Pervaporation (“LPV”) and other water treatment technologies, we believe we are on the right path to build a business targeting the multi-billion dollar water treatment industry.

 

Our principal office and mailing address is located at 821 Frank Street, Sheridan, Wyoming 82801 and our telephone number is (307) 674-2145.

 

Recent Events

 

Recent events you should be aware of about our business include the following events:

 

Dr. Song Jin, our President, Chief Operating Officer, and Chief Technology Officer resigned all of his positions effective as of January 31, 2015.

 

Pursuant to a subscription agreement dated February 17, 2015, the Company sold Three Hundred Thousand (300,000) shares of the Company’s Common Stock for $0.4167 per share for an aggregate dollar amount of One Hundred Twenty Five Thousand dollars ($125,000) to two individuals ( the “Investors”). The Company received the $125,000 from the Investors on February 17, 2015.

 

Plan of Operation

 

On April 29, 2014, the Company entered into the Integra Test and Intellectual Property Option Agreement with Layne Christensen Company (“Layne”) to purchase the Integra Disc Filtration Units and Technology (the “INTEGRA Disc Filtration System”) for a total of $900,000. An initial deposit of $100,000 had been made on November 14, 2013, in connection with the signing of a non-binding letter of intent with Layne on October 30, 2013. This left a balance of $800,000 which was payable without interest to Layne over a period of 135 days after April 29, 2014. Layne retained title to the INTEGRA Disc Filtration System until the commitment was satisfied. The Company completed the purchase with the payment of $800,000 to Layne on September 5, 2014. The Company provided $650,000 and refinanced the remaining balance of $150,000 with a note.

 

Next Fuel is a provider of water consulting, filtration technology and services to the oil and gas industry, as well as other industrial water users in agriculture and food processing. Through its INTEGRA Disc Filtration System, Next Fuel offers solutions for low cost, high volume commercial water treatment. Next Fuel aims to be the leader and standard in disc filtration technology by continued innovation in enhancing the INTEGRA Disc Filtration System and developing new technologies. The Company believes the INTEGRA Disc Filtration System offers reduced maintenance expenses, longer run time and reduced labor expenses when compared to other filtration systems currently being used by industry. After a successful pilot test of the INTEGRA Disc Filtration System in an agricultural facility in Oregon, the Company is negotiating with operators in the Permian Basin in Texas to initiate a pilot program for oil and gas produced waters.

 

We are examining and testing various other technologies and services that are in various stages of development or are being investigated by us as targets for acquisition.  None has generated substantial revenue for us to date and we face substantial challenges in completing development or acquisition of these technologies and services businesses.  These technology and services include:

 

●

LPV technology to clean up water used in oil and natural gas production, including Frack drilling.

 

●

Carbon Dioxide to Product (CTP) technology that targets the emerging market of carbon footprint elimination.

 

Raising capital to introduce the INTEGRA Disc Filtration System to various markets and operators will be a primary objective of the Company for 2015.

 

Results of Operations

 

Comparison for the three months and six months ended March 31, 2015 and 2014

 

Three months and six months ended March 31, 2015

 

For the three months and six months ended March 31, 2015, we had no revenue from continuing operations.

 

Operating expenses from continuing operations for the three months and six months ended March 31, 2015 totaled $457,976 and $810,360, respectively. During the three months and six months ended March 31, 2015, we had net interest expense of $4,069 and $8,164, respectively.

 

  

We had a net loss from continuing operations of $462,045 during the three months ended March 31, 2015 and $802,196 during the six months ended March 31, 2015. This reduction in losses when compared to the same period for the previous year reflects a reduction in staff , less travel and fewer operations while the company has focused solely on water filtration.

 

We had no gain or loss from discontinued operations during the three months or six months ended March 31, 2015.

 

This resulted in a net loss of $462,045 during the three months ended March 31, 2015 and a net loss of $810,360 during the six months ended March 31, 2015.

 

Operating expenses from continuing operations for the three months ended March 31, 2015 included $93,711 for salary expense, $219,049 for professional fees and $145,216 for general and administrative expenses. Operating expenses from continuing operations for the six months ended March 31, 2015 included $197,346 for salary expense, $296,794 for professional fees and $308,056 for general and administrative expenses. Our expenses were less than for the same period the previous year as the company changed its business model and entered the water filtration industry. Operations were primarily conducting or targeting areas to pilot test our newly acquired water filtration systems. Most of the professional fees and expenses were for financial reporting compliance, depreciation and amortization on the INTEGRA Disc Filtration System and the cost of the acquiring the system as well as travel and other expenses related to field tests of the INTEGRA Disc Filtration System.

 

Three months and six months ended March 31, 2014

 

For the three months and six months ended March 31, 2014, we had no revenue from continuing operations.

 

Operating expenses from continuing operations for the three months and six months ended March 31, 2014 totaled $641,076 and $1,113,213, respectively. During the three months and six months ended March 31, 2014, net interest income totaled $136 and 367, respectively.

 

We had a net loss from continuing operations of $640,940 during the three months ended March 31, 2014 and $1,112,846 during the six months ended March 31, 2014.

 

For the three months and six months ended March 31, 2014, we had no revenues from discontinued operations.

 

We had a net loss from discontinued operations of $35,791 during the three months ended March 31, 2014 and $146,871 during the six months ended March 31, 2014, which was related to the Coal-to-Gas technology.

 

This resulted in a net loss of $676,731 during the three months ended March 31, 2014 and $1,259,717 during the six months ended March 31, 2014.

 

Operating expenses from continuing operations for the three months ended March 31, 2014 included $175,188 for salary expense, $44,652 for professional fees and $421,236 for general and administrative expenses. Operating expenses for the six months ended March 31, 2014 included $355,033 for salary expense, $766 for research and development costs, $237,216 for professional fees and $520,198 for general and administrative expenses. Most of the professional fees and expenses were for financial reporting compliance as well as travel and other expenses related to the acquisition and testing of the INTEGRA Disc Filtration System. Layne allowed the Company to do initial testing on one unit of the INTEGRA Disc Filtration System once the Company gave its deposit on November 14, 2013.

 

Capital Resources and Liquidity

 

Cash and cash equivalents from inception to date have been sufficient to cover expenses involved in starting our business. As of March 31, 2015, we had $26,134 in cash and $389,203 of liabilities. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. The Company will require substantial funding to implement its business operations. Our 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 different should the Company be unable to continue as a going concern. The Company’s ability to continue as a going concern is dependent on the ability to obtain additional operating capital through equity or debt financing, and attain profitability. There can be no assurances that the Company will be able to obtain financing or achieve profitability.

  

 

Cash flows for Six Months ended March 31, 2015 and 2014  

 

Net cash used in operating activities during the six months ended March 31, 2015 was $287,064 compared to $811,892 used in the six months ended March 31, 2014. Net cash flow used in investing activities during the six months ended March 31, 2015 was $3,846 compared to $100,112 used in the six months ended March 31, 2014. Net cash provided by financing activities during the six months ended March 31, 2015 was $125,000. There was no cash provided by or used in financing activities during the six months ended March 31, 2014. The following table summarizes our cash flows for the six months ended March 31, 2015 and 2014:

 

		For the Six Months Ended March 31,
		2015				2014
Net Cash Used In Operating Activities		$	287,064			$	811,892
Net Cash Used In Investing Activities		$	3,846			$	100,112
Net Cash Provided by Financing Activities		$	125,000			$	0
Decrease in Cash		$	165,910			$	912,004

 

Critical Accounting Policies

 

Revenue Recognition

 

The Company recognizes revenue on arrangements 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.

 

The Company recognizes revenue from royalty agreements as the royalties are earned. The Company recognizes revenue from the sale of the INTEGRA Disc Filtration System at the time the products are delivered and payment is received. The price is fixed and collection is reasonably assured. The Company recognizes revenue under service agreements when the services are complete and the Company has no remaining obligations under the agreements.

 

Our revenue model for license agreements may include different types of payments: (1) upfront license fees; (2) payments for technical support or other services; and (3) payments for barrel of water treated. Each license provides for one or more of these types of payments. Not every license we enter into is expected to include all these forms of payments.

 

We will recognize each type of revenue as follows:

 

(1) Upfront license fees – These payments will be recognized in accordance with the License Agreement and may be deferred over the term of the agreement or the period of the estimated benefit to the customer.

 

(2) Payments for technical support or other services - These payments will be recognized in accordance with the License Agreement and could be deferred until all work is complete.

 

(3) Payments for water treated. These payments will be recognized in accordance with the License Agreement and should be recognized when we process the water on site.

 

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 March 31, 2015 and September 30, 2014, the Company had no cash equivalents.

 

Loss Per Share

 

Basic earnings (loss) per share is calculated by dividing the income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period.

 

Diluted earnings (loss) per share reflected the potential dilutive effects of stock options, warrants, and stock equivalents. To the extent stock options, stock equivalents and warrants are anti-dilutive, they are excluded from the calculation of diluted loss per share. For the six months ended March 31, 2015 and 2014 respectively, 250,000 and 0 shares issuable upon the exercise of warrants were not included in the computation of loss per share because their inclusion is anti-dilutive. For the six months ended March 31, 2015 and 2014 respectively, 1,171,666 and 946,666 shares issuable upon the exercise of stock options were not included in the computation of loss per share because their inclusion is anti-dilutive.

 

Stock-Based Compensation

 

The Company measures the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognizes the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. The Company applies this statement prospectively.

 

  

Equity instruments (“instruments”) issued to persons other than employees are recorded on the basis of the fair value of the instruments. In general, the measurement date for shares issued to non-employees is (a) when a performance commitment, as defined, is reached or (b) when the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant as defined in the ASC 505.

 

Income Taxes

 

Deferred 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. 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.

 

Recent Accounting Pronouncements

 

ASU No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern. In August 2014, the FASB issued ASU No. 2014-15. The amendments in this ASU provide guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures in order to reduce diversity in the timing and content of footnote disclosure. The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. Early application is permitted. The Company will adopt the methodologies prescribed by this ASU by the date required, and does not anticipate that the ASU will have a material effect on its financial position or results of operations.

 

ASU No. 2014-09, Revenue from Contracts with Customers. In May 2014, the FASB and IFRS jointly issued ASU No. 2014-09. The amendments in this ASU provide substantial enhancements to the quality and consistency of how revenue is reported. The new standard is for companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. The new standard also will result in enhanced disclosures about revenue, provide guidance for transactions that were not previously addressed comprehensively and improve guidance for multiple-element arrangements. For public entities, the ASU is effective for the first interim or annual period beginning on or after December 15, 2016 and are to be applied retrospectively. Early adoption by public entities is not permitted. The Company is still analyzing the revenue recognition standard and related potential impact.

 

ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. In April 2014, the FASB issued ASU No. 2014-08. The amendments in this ASU change the requirements for reporting discontinued operations including disposals of components of an entity. For public entities, the ASU is effective for the first interim or annual period beginning on or after December 15, 2014 and are to be applied prospectively. Early adoption is only permitted for disposals that have not been reported in financial statements previously issued or available for issuance. The Company will adopt the methodologies prescribed by this ASU by the date required, and does not anticipate that the ASU will have a material effect on its financial position or results of operations.

 

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 4.     Controls and Procedures

 

(a) Evaluation of disclosure controls and procedures. At the conclusion of the period ended March 31, 2015 we conducted 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 on this evaluation, our Chief Executive Officer and Chief Financial Officer determined that our controls to ensure that the accounting department has adequate training and experience for public company external reporting was not adequate. On April 23, 2013, the Company formed an Audit Committee to oversee the financial reporting process, but the Audit Committee does not have a charter and not all members meet regulatory standards for independence and financial expert experience. Accordingly, based on these material weaknesses, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report, March 31, 2015, 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 SEC’s rules.

 

  

The Company's management is addressing these weaknesses by starting the process of seeking to recruit independent Directors so that the Company's Audit Committee meets regulatory requirements for independence and financial expert experience. The Company also started the process of retaining additional staff to assist its internal staff with compliance issues. However, budgetary constraints make it unlikely that we will increase our internal staff until after we raise additional capital.

 

(b) Changes in internal control over financial reporting. During the period covered by this report, we did not make any changes 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 have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

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.

 

PART II OTHER INFORMATION

 

Item 1.        Legal Proceedings

 

We are not currently 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 officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect. See Item 1A “Risk Factors” of our Annual Report on Form 10-K filed with the Commission on January 13, 2015 (the “2014 10-K”) and of this report for a description of issues that we have identified as having the highest risks for our becoming involved in litigation or regulatory proceedings.

 

Item 1A.     Risk Factors

 

The description of our business and finances and other parts of this report contain forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, those described below and in prior reports filed with the Commission.

 

You should carefully consider the risk factors in our 2014 10-K, together with all of the other information included in this report, before investing in our common stock. The risks and uncertainties described below encompass many of the risks that could affect our business and the value of our stock. Not all risks and uncertainties are described. Risks that we do not know about could occur and issues we now view as minor could become more important. If any of these risks actually occur, our business, financial condition or results of operations could be materially and adversely affected. In that case, the trading price of our common stock could decline and you may lose all or part of your investment.

 

We refer you to our 2014 10-K for detailed discussion of the primary risks associated with our business and our securities.  We believe these risks have not materially changed since we filed our 2014 10-K.

 

FORWARD-LOOKING STATEMENTS

 

We believe that some of the information in this report constitutes forward-looking statements. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed in this report, particularly in “Risk Factors.” You can identify these statements by forward-looking words such as “might,” “expect,” "plan," “anticipate,” “contemplate,” “believe,” “estimate,” “intends,” and “continue” or similar words. You should read statements that contain these words carefully, because they:

 

	●	discuss future expectations;
	●	contain projections of future results of operations or financial condition; or
	●	state other “forward-looking” information.

 

  

We believe it is important to communicate our expectations to our stockholders. However, there may be events in the future that we are not able to predict accurately or over which we have no control. The risk factors and cautionary language discussed in this report provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by us in our in our forward-looking statements.

 

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.

 

All forward-looking statements included herein attributable to us, or any person acting on our behalf, are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws, rules and regulations, we undertake no obligations to update these forward-looking statements to reflect events or circumstances after the date of this Report or to reflect the occurrence of unanticipated events.

 

Item 2.        Unregistered Sales of Equity Securities and Use of Proceeds.

 

Pursuant to a subscription agreement dated February 17, 2015, the Company sold Three Hundred Thousand (300,000) shares of the Company’s Common Stock for $0.4167 per share for an aggregate dollar amount of One Hundred Twenty Five Thousand dollars ($125,000) to two individuals ( the “Investors”). The Company received the $125,000 from the Investors on February 17, 2015.

 

On September 15, 2014, the Company entered into an Equipment Lease Agreement with Water Equipment Leasing, LLC (the “Lease Agreement”), an entity partially owned by Scott Williams, a member of our Board of Directors. In connection with the Equipment Lease Agreement, 100,000 shares of the Company’s common stock with a face value of $50,000 ($.50/share) were granted to each of Mr. Williams and Mr. Callan. Mr. Callan is a related party to the Company and is also an owner of Water Equipment Leasing, LLC. The Equipment Lease Agreement calls for monthly payments of $4,900 for a period of three years with interest at a rate of 10.86% per annum. In lieu of cash payments, the Lessor will accept 15,000 shares of the Company’s common stock per month. On December 16, 2014, the Equipment Lease Agreement was amended to clarify the frequency of the stock grants in lieu of cash payments. During the term of the lease, the lessor will retain title to the equipment. Title will transfer to the Company upon completion of the lease payments.

 

On March 23, 2015, pursuant to the amendment to the Lease Agreement dated December 16, 2014, 105,000 shares were issued to each of Mr. Williams, David Callan, and CA Consulting Services for a total of 315,000 shares. The number of shares issued, however, was errant, as the total number should have been 105,000 or 35,000 each, pursuant to the amendment. The three certificates have recently been returned to the company for cancellation of the 315,000 shares and 105,000 shares will be reissued at 35,000 each per party. The cancellation has not yet been completed and the number of shares outstanding correctly reflects the 315,000 shares.

 

The above shares were issued in reliance on the exemption under Section 4(2) of the Securities Act. These shares of our common stock qualified for exemption under Section 4(2) since the issuance shares by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, manner of the issuance and number of shares issued. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, the investors had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act for this transaction.

 

Item 3.        Defaults Upon Senior Securities

 

None.

 

Item 4.        Mine Safety Disclosures

 

None.

 

Item 5.        Other Information

 

None

 

'Item 6.        Exhibits.

 

See Exhibit Index that follows the signature page of this report, which is incorporated by reference herein.

 

  

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: June 24, 2015	By:	/s/ Robert H. Craig
		Robert H. Craig
		Chief Executive Officer
		(Principal Executive Officer)
Date: June 24, 2015	By:	/s/ Robin Kindle
		Robin Kindle
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

 

EXHIBITS INDEX

 

Exhibit No.		Description
31.1 *		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 *		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 +		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 +		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	*	XBRL Instance Document
101.SCH	*	XBRL Taxonomy Extension Schema Document
101.CAL	*	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	*	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	*	XBRL Taxonomy Extension Definition Linkbase Document

 

* Filed herewith.

 

+ In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.