UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________



Amendment No. 2 to

FORM 10-Q/A

_______________



|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



| | 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       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
Company [X]



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



Yes [X] No



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.





EXPLANATORY NOTE



This Amendment No. 2 to the Quarterly
Report on Form 10-Q/A (the “Amendment”) amends the Quarterly Report on Form 10-Q/A of NextMart, Inc. (the “Company”)
for the quarter ended June 30, 201, as (the “Original Filing”), that was originally filed with the U.S. Securities
and Exchange Commission on October 5, 2011. The Amendment is being filed to submit Exhibit 101. The Amendment revises the exhibit
index included in Part II, Item 6 of the Original Filing and Exhibit 101 (XBRL interactive data) is included as an exhibit
to the Amendment.



Except as described above, the Amendment does
not modify or update the disclosures presented in, or exhibits to, the Original Filing in any way. Those sections of the Original
Filing that are unaffected by the Amendment are not included herein. The Amendment continues to speak as of the date of the Original
Filing. Furthermore, the Amendment does not reflect events occurring after the filing of the Original Filing. Accordingly, the
Amendment should be read in conjunction with the Original Filing, as well as the Company’s other filings made with the SEC
pursuant to Section 13(a) or 15(d) of the Exchange Act subsequent to the filing of the Original Filing.











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: November 14, 2011 |                | /s/ Wang Yihan                            
|                        |                | Wang Yihan                                
|                        |                | Chief Executive Officer                   
|                        |                |                                           
|Date: November 14, 2011 | By:            | /s/ Carla Zhou                            
|                        |                | Carla Zhou
        Chief Financial Officer