UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-Q  xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended June 30, 2008oTRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACTFor the transition period from [          ] to [          ]  Commission File Number: 000-26347 NextMart, Inc. (f/k/a Sun New Media, Inc.) (Exact name of small business issuer as specified in its charter)  DELAWARE410985135(State or other jurisdiction of incorporation)(IRS EmployerIdentification No.)  Oriental Plaza Bldg. W3, Twelfth Floor1 East Changan Avenue, Dongcheng DistrictBeijing, 100738 PRC100738(Address of principal executive offices)(Zip Code)  Issuers telephone number  +86 (0)10 8518 9669  Check whether the Registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). oYesxNo State the number of shares outstanding of each of the Registrants classes of common stock, as of the latest practicable date. 87,093,170 common shares issued and outstanding as of August 19, 2008 Transitional Small Business Disclosure Format (Check one):  o Yes    x No  TABLE OF CONTENTS PART IItem 1. Financial Statements1Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations16Item 3. Controls and Procedures21PART IIItem 1. Legal Proceedings22Item 2. Unregistered Sales of Equity Securities and Use of Proceeds22Item 3. Defaults Upon Senior Securities22Item 4. Submissions of Matters to a Vote of Security Holders22Item 5. Other Information22Item 6. Exhibits and Reports on Form 8-K22SIGNATURES23INDEX TO EXHIBITSEXHIBIT 31.1EXHIBIT 32.1   1   FORWARD LOOKING INFORMATION This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. 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 statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled Risk Factors, that may cause our or our industrys actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. 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 quarterly report, the terms we, us, our, and NXMR mean NextMart, Inc. and its wholly-owned subsidiaries, including: Sun China Media (Beijing) Technology Co., Ltd., Shanghai Shengji Technology Co., Ltd, Sun China Media (Beijing) International Advertising Co. Ltd, Dragon List Co. Ltd, Sun Trade Media (Beijing) Co. Ltd,   Sun Asia (Beijing) Investments Consultants Ltd, NextMart Technology (Beijing) Co. Ltd, Wuhan Xinda Weiye Trade and Development Co. Ltd, Beijing Trans Global Logistics, Naixiu Exhibition (Beijing) Co. Ltd.                 PART I  2   Item 1. Condensed Consolidated Financial Statements NEXTMART INC. (f/k/a Sun New Media Inc.)CONSOLIDATED BALANCE SHEETSUnauditedAuditedJune 30, 2008September 30, 2007US$US$ASSETSCurrent AssetsCash and cash equivalents389,298482,762Accounts receivable, net of provision for doubtful debts $32,7593,086,2573,464,400Other current assets1,654,8132,675,313Inventories51,09446,618Marketable securities1,950,8704,225,158Amounts due from stockholders1,285,607421,452Amounts due from related parties78,366472,287--Total current assets10,296,30513,485,720Goodwill and intangible assets3,085,1033,643,781Deposit for proposed acquisition1,800,0001,697,730Long-term deferred expenses1,806,6672,348,667Plant and equipment, net1,628,1432,713,58916,816,21822,191,757--LIABILITIES AND STOCKHOLDERS’ EQUITYCurrent LiabilitiesAccounts payable300,227184,756Other payables and accruals1,719,5622,302,035Amounts due to related parties549,475197,255--Total current liabilities2,569,2642,684,046Minority interest1,082,4741,592,077Convertible notes1,500,0001,500,000Discount on convertible notes and warrants(661,055)(717,679)STOCKHOLDERS’ EQUITYPreferred stock; authorized 250,000,000 shares, par value US$0.01; none issued-Common stock; authorized 750,000,000 shares, par value US$0.01;issued and outstanding, 87,093,170 shares870,932870,93220,000  shares of common stock reserved to be issued200200Additional paid in capital94,915,19294,978,415Accumulated other comprehensive (loss) income:Foreign currency translation adjustments(132,639)47,148Unrealized Loss(2,342,934)-Deficit(80,985,216)(78,763,382)Total stockholders’ equity12,325,53517,133,31316,816,21822,191,757 See notes to consolidated financial statements.  3    NEXTMART INC. (f/k/a Sun New Media Inc.)CONSOLIDATED STATEMENTS OF OPERATIONSUnauditedUnauditedThree Months Ended June 30,Nine Months Ended June 30,2008200720082007US$US$US$US$Revenues1,641,4411,771,0554,317,9646,235,813Costs of revenue1,284,0021,388,6183,501,5464,624,158Gross Margin357,439382,437816,4181,611,655Operating ExpensesGeneral and administrative expenses810,279613,6491,291,9431,577,966Stock Based Compensation Costs---7,005,000Marketing and sales29,27220,64091,83044,593Depreciation and amortization231,130516,431703,7051,415,956Consulting and professional fees182,519182,553387,463728,361Impairment loss on intangible assets---8,946,9941,253,2001,333,2732,474,94119,718,870Operating loss before other income (expense), income tax expense, minority interest and discontinued operations(895,761)(950,836)(1,658,523)(18,107,215)Other Income (expense)Interest income1,2451,1752,59418,732Amortization of discount on notes(104,871)(14,457)(184,613)(39,000)Interest expense(47,000)(39,000)(229,000)(14,457)Loss on disposal of marketable securities(376,339)-(376,339)-Other income-(149,503)-(1,716,106)(526,965)(201,785)(787,359)(1,750,831)Loss before income tax expense, minority interest and discontinued operations(1,422,726)(1,152,621)(2,445,881)(19,858,046)Income tax expense--(378)(85,488)Loss before minority interest and discontinued operations(1,422,726)(1,152,621)(2,446,259)(19,943,534)Minority interest18,20818,15832,601(33,429)Loss from continuing operations(1,404,518)(1,134,463)(2,413,658)(19,976,963)Income from discontinued operations251,285(40,978)191,824(30,889,847)NET LOSS(1,153,233)(1,175,441)(2,221,834)(50,866,810)Unrealized Loss1,096,828-2,342,934-Comprehensive loss – currency translation adjustment167,02311,147179,78715,346Comprehensive loss(2,417,084)(1,186,588)(4,744,555)(50,882,156)Basic and diluted loss per share:Continuing operations(0.02)(0.01)(0.03)(0.22)Including discontinued operations(0.01)(0.01)(0.03)(0.57)Weighted average number of shares outstanding87,093,170100,832,94987,093,17089,835,483 See notes to consolidated financial statements.  4     NEXTMART INC. (f/k/a Sun New Media Inc.)CONSOLIDATED STATEMENTS OF CASH FLOWSUnauditedNine months ended June 30,20082007US$US$Cash flows from operating activitiesNet loss(2,221,834)(50,866,810)Adjustments to reconcile net loss to net cash used in operating activities;-Depreciation and amortization948,3181,830,014Impairment loss on intangible assets-8,946,994Share of profits from affiliate-55,432Loss on sale of fixed assets-16,830Loss on sale of marketable securities376,339-Stock-based compensation-7,005,000Expenses incurred on issuance of common stocks-(874,931)Provision for doubtful debts-819,341Minority interest(32,601)83,317Discontinued operation(191,824)30,889,847Changes in operating assets and liabilities:Accounts receivable319,55510,071,541Other current assets894,847(5,334,388)Inventories15716,989Accounts payable106,197(1,219,277)Other payables and accruals(708,566)(7,930,137)Net cash used in operating activities(509,554)(5,790,238)Cash flows from investing activitiesProceeds from sale of plant and equipment550,0001,793Purchase of plant and equipment(21,391)(208,889)Proceeds from sale of Marketable Securities-1,574,455Cash (used in)/ acquired in business combination, net-(999,910)Purchase of intangible assets-(128,815)(Increase) decrease of Due from stockholders(826,024)77,553Net cash (used in) provided by investing activities(297,415)316,187Cash flows from financing activitiesIncrease due to related parties352,2203,726,056Decrease from due from related parties393,921-Net cash provided by financing activities746,1413,726,056Net effect of exchange rate changes on consolidating subsidiaries(20,533)(35,718)Net decrease in cash and cash equivalents(81,361)(1,783,713)Net decrease in cash from discontinued operating(12,103)(146,772)Cash and cash equivalents, beginning of the period482,7623,609,729Cash and cash equivalents, end of the period389,2981,679,244  5    Supplemental Disclosures of Cash Flow Information:Cash paid for interest--Cash paid for income taxes-- See notes to consolidated financial statements. NEXTMART INC. (f/k/a Sun New Media Inc.) NOTES TO  CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)  1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION  We operate mainly in the ladies' apparel industry where we derive the bulk of our revenue by acting as an outsourced brand management and production center for foreign apparel brands through our Shanghai-based apparel subsidiary, William Brand Administer Co. Ltd ("William Brand"). We also possess a portfolio of media and marketing assets that we are leveraging to expand into the online brand management and e-commerce sectors for ladies' apparel products. We have supporting operations in the handheld electronics sector. The Company is divided into two principal divisions: the Transactional Services Division and the Marketing & Information Services Division. The Transactional Services business primarily includes activity from our apparel vertical and electronics components business. The Marketing and Information Services includes the newspaper and magazine business and marketing consulting services. Operation ofMarketing & Information Services Division has come to be ceased after we completed the disposal of related subsidiaries. We continue to explore the restructuring of this main business as indicated in our May 22, 2008 Form 8-K. These plans may include divesting part or all of our existing apparel operations and/or merging the company with a new business that could potentially enhance shareholder's value.Our proposed restructuring will be subject to raising additional funds, negotiating and formalizing agreements with numerous third parties, certain asset valuations, fairness opinions, and various approvals including, but not limited to, shareholder approval, debt holder approval, auditor approval, and other regulatory approval. We remind investors that even if we are able to meet the various requirements and regulations indicated above, we can not predict when we will commence such restructuring, if any, and if commenced, whether we will be successful with these efforts.  Our current activities are based predominantly in Peoples Republic of China (PRC). :  Our principal operating subsidiaries include the following:  o Sun New Media Group Limited; o William Brand Administer Limited; and o Beijing Trans Global Logistics.  2. SUMMARY OF THE COMPANYS SIGNIFICANT ACCOUNTING POLICIES  Basis of Consolidation and Presentation  The consolidated financial statements include the accounts of the Company, its subsidiaries and variable interest entities, or VIEs for which the Company is the primary beneficiary. All significant inter-company accounts and transactions have been eliminated. Investments in entities in which the Company can exercise significant influence, but which are less than majority owned and not otherwise controlled by the Company, are accounted for under the equity method. The Company has adopted FASB Interpretation No.46R consolidation of Variable Interest Entities, FIN 46R, an Interpretation of Accounting Research Bulletin No.51. FIN 46R requires a VIE to be consolidated by a company if that company is subject to a majority of the risk of loss for the VIEs or is entitled to receive a majority of the VIEs residual returns. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States.  On June 30, 2008, we entered into an agreement with China Internet Broadcasting Limited, a company incorporated under the laws of the British Virgin Islands, to transfer 100% of our relationship with eight domestic VIEs and six subsidiaries, which are not in active operation.  The eight domestic VIEs are as follow :  Sun China Media (Beijing) Technology Co., Ltd.  6   Shanghai Shengji Technology Co., Ltd. Sun China Media (Beijing) International Advertising Co. Ltd. Dragon List Co. Ltd. Sun Trade Media (Beijing) Co. Ltd. Sun Asia (Beijing) Investments Consultants Ltd. NextMart Technology (Beijing) Co. Ltd. Wuhan Xinda Weiye Trade and Development Co. Ltd.  As of June 30, 2008, We have the following significant domestic VIEs:   ·Beijing Trans Global Logistics, a PRC company affiliated to us by contract and engaged in trading.  It is 80% owned by Qiong Zhou, 10% owned by Yong Li and 10% owned by Mianchun Wang, Qiong Zhou is a non-executive employees of the Company.  l Naixiu Exhibition (Beijing) Co. Ltd, a PRC company which operating exhibition that is controlled by us and owned 50% Li Yong and 50% by Wang Jinghchun. Li Yong and Wang Jingchun are non-executive employees of the Company.   The capital investment in these VIEs is funded by the Company and transferred to the VIEs via contractual agreements between the Company (or its non-PRC subsidiary) and the PRC employees who own the VIEs. As of June 30, 2008, the total amount of capital investment that was transferred to the VIEs listed above was US$1,120,000.  Under various contractual agreements, employee shareholders of the VIEs are required to transfer their ownership in these entities to our subsidiaries in China when permitted by PRC laws and regulations or to our designees at any time for the outstanding amount of injected capital investment, and all voting rights of the VIEs are assigned to us. We have the power to appoint all directors and senior management personnel of the VIEs.  Through our wholly-owned subsidiaries in China, we have also entered into exclusive technical agreements and other service agreements with the VIEs, under which these subsidiaries provide technical services.  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.  Financial instruments  The Companys financial instruments include cash and cash equivalents, accounts receivable, accounts payable, marketable securities, other payables, and factoring in loans. The fair values of these financial instruments approximate their net carrying values due to the short-term maturity of the instruments.  Business combinations  We are creating this business through the ongoing acquisition of various entities and assets.The Company accounts for its business combinations using the purchase method of accounting in accordance with FASB141. This method requires that the acquisition cost be allocated to the assets and liabilities the Company acquired based on their fair value. Pursuant to FAB-141, the Company recognizes intangible assets separate from goodwill if they meet one of two criteriathe contractual-legal criterion or the separability criterion. The Company makes estimates and judgments in determining the fair value of the acquired assets and liabilities, based on independent appraisal reports for material purchases as well as its experience with similar assets and liabilities in similar industries. If different judgments or assumptions were used, the amounts assigned to the individual acquired assets or liabilities could be materially different. When considering whether an acquired assets group constitutes a business, the Company used the criteria defined by EITF 98-3 determining Whether a Non-monetary Transaction Involves Receipt of Productive Assets or of a Business.  Goodwill and intangible assets, net  Goodwill represents the excess of the purchase price over the fair value of the identifiable assets and liabilities acquired as a result of the Companys acquisitions of interests in its subsidiaries and VIEs. Under Statement of Financial Accounting Standards, FAS No.142, Goodwill and Other Intangible Assets, FAS 142, goodwill is no longer amortized, but tested for  7   impairment upon first adoption and annually, thereafter, or more frequently if events or changes in circumstances indicate that it might be impaired. The Company assesses goodwill for impairment periodically in accordance with SFAS 142.  The Company applies the criteria specified in SFAS No.141, Business Combinations to determine whether an intangible asset should be recognized separately from goodwill. Intangible assets acquired through business acquisitions are recognized as assets separate from goodwill if they satisfy either the contractual-legal or separability criterion. Per SFAS 142, intangible assets with definite lives are amortized over their estimated useful life and reviewed for impairment in accordance with SFAS No.144, accounting for the Impairment or Disposal of Long-lived Assets. The Company reviews the amortization methods and estimated useful lives of intangible assets at least annually or when events or changes in circumstances indicate that it might be impaired. The recoverability of an intangible asset to be held and used is evaluated by comparing the carrying amount of the intangible asset to its future net undiscounted cash flows. If the intangible asset is considered to be impaired, the impairment loss is measured as the amount by which the carrying amount of the intangible asset exceeds the fair value of the intangible asset, calculated using a discounted future cash flow analysis. The Company uses estimates and judgments in its impairment tests, and if different estimates or judgments had been utilized, the timing or the amount of the impairment charges could be different.  Impairment of Long-lived Assets  The Company assesses the carrying value of long-lived assets on an annual basis in accordance with SFAS No.144, accounting for the Impairment or Disposal of Long-lived Assets. Factors considered important in triggering a writedown under 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 thirty-party sources, and third-party offers.  Comprehensive Income (Loss)  The Company reports comprehensive income (loss) in accordance with FASB No. 130, Reporting Comprehensive Income (Loss). The comprehensive loss for the Company includes currency translation adjustments and unrealized loss on marketable securities.  Inventories  Inventories are stated at the lower of cost (first-in, first out method) or market.  Certain inventory goods purchased are subject to spoilage within a short period of time while in possession of the Company.  Inventory costs do not exceed net realizable value.  Plant and equipment  Plant and equipment are stated at cost, net of depreciation.  Depreciation is computed primarily on the straight-line method for financial reporting purposes over the following estimated useful lives:  YearsFurniture, fixtures and equipment3  10Motor vehicles5  10Leasehold buildings and improvements5  40  Revenue recognition  We generate revenue through the provision of marketing & information services, and transactional services. The Company recognizes revenues from transaction and marketing & information services in accordance with Staff Accounting Bulletin (SAB) No. 104, Revenue Recognition, when all of the following conditions exist: persuasive evidence of an arrangement exists in the form of an accepted purchase order; delivery has occurred, based on shipping terms, or services have been  8   rendered; the Companys price to the buyer is fixed or determinable, as documented on the accepted purchase order; and collectability is reasonably assured.  The Transactional Services business primarily includes activity from the apparel vertical and electronics components business. We recognize revenue for the transactional business when the goods have been shipped or delivered and purchase order exists. The Marketing and Information Services includes the newspaper and magazine business and marketing consulting services. The Company recognizes revenue for the Marketing and Information Services when the services have been rendered.  Cost of revenues  Cost of revenues includes the cost of product, salary and other related costs for our management services and technical support staff, as well as third-party contractor expenses.  Additionally cost of revenues includes fees for hosting facilities, bandwidth costs, and equipment and related depreciation costs. Cost of revenues will vary significantly from period to period depending on whether we will take title to the product and the level of management services provided.  Trade receivables and allowances for Doubtful Accounts  The Company performs ongoing credit evaluations of its customers to minimize credit risk. The allowance for doubtful accounts is based on managements estimates of the collectability of its accounts receivable after analyzing historical bad debts, customer concentrations, customer credit worthiness, and current economic trends. Specifically, the Company reviews the aged accounts receivables listing for balances that are specifically identifiable as credit risks or uncollectible, and may use its judgment for calculation of allowances for doubtful accounts.   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, fully diluted earnings per share is considered equivalent to basic earnings per share because consideration of common stock equivalent would be anti dilutive.  Foreign currency transactions  The financial statements are presented in United States dollars. In accordance with Statement of Financial Accounting Standards (SFAS) No. 52, 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 re-measured 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 re-measurement gain or loss incurred is reported in the consolidated statement of operations. In 2008, 6.9582 RMB per U.S. USD was the weighted average rate, and 6.8591 RMB per USD was the rate at June 30, 2008.  Income taxes  The Company follows the liability method of accounting for income taxes in accordance with SFAS No. 109. 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.   Stock-based compensation  Effective January 1, 2006, the Company adopted SFAS No. 123 (revised 2004), Share Based Payment, (SFASNo.123(R)) which revises SFAS No. 123 and supersedes APB 25. SFAS No. 123(R) requires that all share-based payments to employees be recognized in the financial statements based on their fair values at the date of grant. The calculated  9   fair value is recognized as expense (net of any capitalization) over the requisite service period, net of estimated forfeitures, using the straight-line method under SFAS No. 123(R). The Company considers many factors when estimating expected forfeitures, including types of awards, employee class and historical experience. The statement was adopted using the modified prospective method of application which requires compensation expenses to be recognized in the financial statements for all unvested stock options beginning in the quarter of adoption. There were no unvested stock options at the beginning of this reporting period therefore no compensation expense was recognized in the period. No adjustments to prior periods have been made as a result of adopting SFAS No. 123(R).  As at September 30, 2005 the Company elected to account for stock-based employee compensation arrangements in accordance with the provisions of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, (APB No. 25) and comply with the disclosure provisions of SFAS No. 123 as amended by SFAS No. 148.  During the period from September 18, 2005 to September 30, 2005, no stock-based employee compensation arrangements have been effected and accordingly no disclosure of pro forma information is required. In accordance with SFAS No. 123 the Company applies the fair value method using the Black-Scholes option-pricing model in accounting for options granted to consultants.  The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with SFAS No. 123 and the conclusions reached by the Emerging Issues Task Force in Issue No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring or in Conjunction with Selling Goods or Services (EITF 96-18). Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earlier of a performance commitment or completion of performance by the provider of goods or services as defined by EITF 96-18.  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.  We have related parties as below:  Sun Media Investment Holdings Ltd which hold our shares. CEC Unet Plc which we hold shares of CEC Unet Plc.  Deferred Expenses  Payments made for future expenses were amortized over the life of service received.  Convertible Notes and Notes Issued with Stock Warrants  The Company accounts for convertible notes and notes issued with stock warrants in accordance with APB No. 14, Accountingfor Convertible Debt and Debt Issued with Stock Purchase Warrants. The proceeds from the issuance of convertible notes are allocated between the debt and the equity. The Company books a discount on convertible notes for the conversion feature of the notes and warrants and amortizes the discount over the life of the debt.  Segment Information  The Company accounts for segment information in accordance to FASB 131,Disclosures about Segments of an Enterprise and Related Information.Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Companys operations segments include Transactional Services and Marketing Services.  The Transactional Services business primarily includes activity from the apparel vertical and electronics components business. We recognize revenue for the transactional business when the goods have been shipped or delivered and purchase order exists. The Marketing and Information Services includes the newspaper and magazine business and marketing consulting services. The Company recognizes revenue for the Marketing and Information Services when the services have been rendered.   10   Reclassifications  Certain captions in the accompanying financial statements have been reclassified to conform to current presentation.   3            GOODWILL AND INTANGIBLE ASSETS  The following table summarizes goodwill from the Companys acquisitions:  UnauditedAuditedJune 30, 2008September 30, 2007Beijing CEAC180,763180,763Impairment loss(112,977)(112,977)67,78667,786  The following table summarizes intangible assets: UnauditedAuditedJune 30, 2008September 30, 2007License24,150,00024,150,000Non-compete agreements and customer relationship2,904,7092,904,709Database2,499,9992,499,999Technology2,366,7032,366,703Partnership agreement license1,056,1221,056,12232,977,53332,977,533Less:Accumulated amortization(1,425,236)(849,611)Impairment loss(28,539,901)(28,539,602)Translation difference4,921(12,325)3,017,3173,575,995  4. PLANT AND EQUIPMENT, NET  Plant and equipment is summarized as follows:  UnauditedAuditedJune 30, 2008September 30, 2007Motor vehicles60,078672,976Leasehold building and improvement3,843352,758Furniture, fixtures and equipments440,184530,420Buildings1,363,8401,619,3681,867,9453,175,522Accumulated depreciation(239,802)(461,933)1,628,1432,713,589  The buildings include a book value of $1.4 million house located in Shanghai, China.  On May 19, 2008, we entered into an agreement with Mr. Chen Zengjie to transfer one house, seven automobiles and 134,005 shares of Asia Premium Television Group (OTC: ATVG) , 1,000,000 shares of the Validian Corporation, with a consideration of $550,000 to Mr. Chen Zengjie.  5. ACCOUNTS RECEIVABLE  11    At June 30, 2008, the major amounts of account receivable are William Brands clients which account for 66.4% of the total, and CEACs client which account for 31% of the total. The bad account provision is for the account receivable of CEAC.  6. OTHER CURRENT ASSETS  Other receivables, prepayments and deposits are summarized as follow: UnauditedAuditedJune 30, 2008September 30, 2007Other receivables380,0641,258,705Staff advances23,93940,201Advances for Purchases1,057,206227,049Rental deposits-1,346Prepaid administrative expenses193,6041,148,0121,654,8132,675,313   7. AMOUNTS DUE FROM/ (TO) STOCKHOLDERS/ RELATED PARTIES  The amounts due from and to stockholders and other related parties are non-trade, non interest bearing  and with no fixed terms of repayment.  8.            LONG-TERM DEFERRED EXPENSES  Long-term deferred expenses represent consulting fee of Professional Offshore Opportunity Fund, Ltd on August 7, 2007, which is being amortized over 10 years based on the agreement and prepaid interest expense for the convertible notes amortized in 3 years based on the term of the convertible notes issued on March 22, 2007.  9. OTHER PAYABLES AND ACCRUALS  Other payables and accruals are summarized as follow: UnauditedAuditedJune 30, 2008September 30, 2007Other payables913,5351,223,568Accrued operating expenses406,080917,187Prepayment from customers399,947161,2801,719,5622,302,035    10. CONVERTIBLE NOTES WITH DETACHABLE WARRANTS  Convertible Notes with Detachable Warrants On March 22, 2007, we executed a subscription agreement with certain accredited investors pursuant to which it agreed to issue $1,500,000 of principal amount of 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 are 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 Interest Shares).  The notes are 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  12   conversion price shall be adjusted to eighty percent (80%) of the volume weighted average price of our common shares for the five trading days prior to a conversion date. Commencing on the fifteenth month of the notes, we must make a payment of one-twenty first (1/21st) of the principal amountof each note, either in cash or by conversion of such amount into our common shares.  If, on the payment date, the market price for our common shares are equal to or  $1.00 per share, we may make this payment in our common shares at the then existing  conversion rat.  However, if, on the payment date, either (i) the market price for our common shares are less than $1.00 per share or (ii) the Registration Statement covering the common stock underlying the notes and warrants is not effective, then our must make this payment in cash in an amount equal to 135% of the Principal Amount component of the Monthly Amount. As of the date of this report, the Company is required to pay, on each payment date, 135% of the Principal Amount component of the Monthly Amount due to the fact that the Registration Statement has not be declared effective. Subject to certain terms and conditions set forth therein, the notes are redeemable by us at a rate of between 120% to 150% of the outstanding principal amount of the notes plus interest. The notes were being issued with Class A warrants to purchase up to 1,500,000 shares of our common stock at an exercise price of $1.00 per share and Class B warrants to purchase up to 1,500,000 shares of our common stock at an exercise price of $1.50 per share.  Upon exercise of any Class A or Class B warrant, the respective warrantholder will receive a Class C warrant to purchase that number of shares for which such Class A warrant or Class B warrant is exercised at an exercise price of $2.00 per share.  Accordingly, if the Class A and Class B warrants are exercised in full, we will issue Class C warrants to purchase 3,000,000 shares of our common stock. In accordance with the guidelines of APB No. 14, Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants, EITF Issue No. 98-5, Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios and EITF Issue No. 00-27, Application of issue No. 98-5 to Certain Convertible Instruments, the Company has determined that the above rights were issued with beneficial conversion feature. The value of the rights was calculated at the date of issue using the Black-Scholes pricing model, limited by the face amount of the note, and was booked as a discount to the convertible note.  Upon conversion of all or a portion of the note, the proportionate share of unamortized discount will be charged to interest expense. Stock Purchase Warrants On February 1, 2007, we  and Barron Partners LLP (Barron) entered into a supplementary agreement (the Supplementary Agreement) to modify the terms of their original stock purchase agreement (the Agreement) dated December 31, 2005. As of the date immediately prior to the Supplementary Agreement, Barron possessed the following series of warrants to purchase our common stock (the Warrants): ·Warrant “A” for 1,500,000 common shares at $2.04 exercise price ·Warrant “B” for 1,500,000 common shares at $2.80 exercise price ·Warrant “C” for 4,000,000 common shares at $3.60 exercise price ·Warrant “D” for 3,445,977 common shares at $4.80 exercise price ·Warrant “E” for 1,100,000 common shares at $2.10 exercise price Following the Supplementary Agreement, only 3 million of the original 11,545,977 million unexercised warrants remain, and Barron has agreed to limit selling of the shares underlying the warrants to 10% per month for the first 10 months following the date of the agreement. Specifically, we and Barron made the following amendments to the Warrants held by Barron: 1.Exercise Price. The exercise price per share for 1,100,000 E Warrants and 900,000 D Warrants was reduced to $0.80. (collectively, $0.80 Warrants).  13    2.Exercise Price. The exercise price per share for 1,000,000 D Warrants was reduced to $0.00001. 
($0.00001 Warrants).3.Exercise of Warrants.a)Barron can exercise up to 10% of the $0.80 Warrants in each 30 day period for the first 10 months following the date of this amendment, provided that the market price of the common stock is below $1.25 for the 30 days period proceeding the exercise date. After ten months from the date of this agreement or if the market stock price is above $1.25 Barron can exercise the $0.80 Warrants without limitation.b)Barron can exercise up to 10% of the $0.00001 Warrants in each 30 day period for the first 10 months following the date of this amendment. These amounts shall be cumulative, so for example if Barron does not exercise any 0.00001 Warrants in the first 30 day period, Barron may exercise up to 200,000 0.00001 Warrants in the second thirty day period.4.Call provisions. Call provisions have been cancelled on all warrants.5.Termination. All remaining warrants except for the warrants addressed above in Sections 1 and 2 have been terminated.  We assessed our derivative liabilities pursuant to EITF BO. 00-19, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Companys Own Stock. Management has determined that we do not have derivative liabilities as of the filing date of this report. 11.DISCONTINUED OPERATION On June 30, 2008, we entered into an agreement with China Internet Broadcasting Limited, a company incorporated under the laws of the British Virgin Islands, to transfer 100% of our ownership to eight domestic VIEs and six subsidiaries. The consideration of this deal was $1 in cash.  14   Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.  The following discussion should be read in conjunction with our Financial Statements and the notes thereto presented in Item 1  Financial Statements. The matters discussed in this report on Form 10-QSB include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any statements contained in this Form 10-QSB that are not statements of historical fact may be deemed to be forward-looking statements. Words such as may, will, expect, believe, anticipate, intend, could, plan, estimate or continue or similar words are intended to identify forward-looking statements, although not all forward-looking statements are identified by those words. While forward-looking statements are sometimes presented with numerical specificity, they are based on current expectations and various assumptions made by management regarding future circumstances over which we may have little or no control. These statements are inherently predictive, speculative and subject to risk and uncertainties, and it should not be assumed that they will prove to be correct. A number of important factors, including those identified under the caption Risk Factors in our Transitional Report on Form 10-KSB for the period ended September 30, 2007 as filed with the Securities and Exchange Commission, as well as factors discussed elsewhere in this Form 10-QSB, could cause our actual results to differ materially from those in forward-looking statements or forward-looking financial information. Actual results may differ from forward-looking results for a number of reasons, including market acceptance of our services, adverse market conditions affecting the Internet sector, retention of major clients, competitive factors, failure to keep pace with changing technologies and failure to protect our intellectual property. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, our actual results may vary materially from those anticipated, estimated or projected. These forward-looking statements are made only as of the date hereof, and we undertake no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.  Overview  Our principal focus is our business-to-business brand and apparel production management business in Shanghai, China. Our goal is to develop Chinas largest online shopping community for wholesale distribution and retail shopping in the apparel and ladies fashion industry. During the last 12 to 16 months,  we have developed a smaller organizational structure centered around William Brand Administer Co., Ltd (Williams Brand) , our key ladies apparel subsidiary and transactional service provider.  We continue to explore the restructuring of this main business as indicated in our May 22, 2008 Form 8-K. These plans may include divesting part or all of our existing apparel operations and/or merging the company with a new business that could potentially enhance shareholder's value.  As of the date of this report, we continue to be engaged in our above described businesses, and we have not undertaken any formal steps to restructure our business. Our proposed restructuring will be subject to raising additional funds, negotiating and formalizing agreements with numerous third parties, certain asset valuations, fairness opinions, and various approvals including, but not limited to, shareholder approval, debt holder approval, auditor approval, and other regulatory approval. We remind investors that even if we are able to meet the various requirements and regulations indicated above, we can not predict when we will commence such restructuring, if any, and if commenced, whether we will be successful with these efforts.  Our operations are divided into two principal divisions: the Transactional Services division and the Marketing & Information Services division. The Transactional Services division generates revenue mainly through Williams Brand,  our wholly-owned subsidiary in the womens apparel vertical. William Brand contracts with apparel manufacturers and wholesalers, predominately in the United States, to manage the full apparel design, production and export operations. TheMarketing & Information Services division generates revenue through the provision of business information services/products such as digital E-Magazines, sale of advertising, and media consulting services.  Results of Operations  Three Months Ended June 30, 2008 compared with the Three Months Ended June 30, 2007  Revenue. Our revenue for the three months ended June 30, 2008 was $1.64 million compared with $1.78 million for the comparable three month period in 2007.  The decrease in revenues for the 2008 period of $0.14 million (or 7.9%) from the prior period is attributable to  our shift in business focus to the womens apparel industry coupled with the negative impact of US economic conditions on our womens apparel business. Of the total revenue for the 2008 period, 100% were derived from our Transactional Services. This compares with the 2007 period, wherein 97.5% were derived from our Transactional Services and the remaining 2.5% from our Marketing and Information Services.  15    Costs of Revenue. Costs of revenue for the three months ended June 30, 2008 were $1.28 million compared with $1.39 million for the comparable three month period in 2007. The decrease of costs for the 2008 period of $0.11 million (or 7.9%) from the prior period is attributable to a reduction in revenues for the 2007 period.  Costs of revenue include womens apparel cost and service buying cost. During the 2008 period, Transactional Services costs accounted for 100% of the total costs or approximately $1.28 million compared with the 2007 period, wherein Transactional Services costs were 99.9% of the total costs or approximately $1.39 million.  Operating Expenses. Total operating expenses for the three months ended June 30, 2008 were $1.25 million compared with $1.33 million for the comparable three month period in 2007. The decrease for the 2008 period of $0.08 million (or 6.0%) from the prior period is due mainly to a reductions in depreciation and amortization during the 2008 period.  Loss from Continuing Operations. Loss from continuing operations for the three months ended June 30, 2008 was $1.40 million compared with a net of loss of $1.13 million for the comparable 2007 period.  The increase for the 2008 period of $0.27 million (or 23.9%) from the prior period is due to loss on disposal of marketable securities.  Net Loss.  Net loss for the three months ended June 30, 2008 was $1.16 million compared with a net loss of $1.18 million for the comparable 2007 period.  Comprehensive Loss. Comprehensive loss for the 2008 period was $2.42 million compared with a loss of $1.19 million for the comparable 2007 period.  Nine Months Ended June 30, 2008 compared with the Nine Months Ended June 30, 2007  Revenue. Our revenue for the Nine months ended June 30, 2008 was $4.32 million compared with $6.24 million for the comparable nine month period in 2007.  The decrease in revenues for the 2008 period of $1.92 million (or 30.8%) from the prior period is attributable to our shift in business focus to the womens apparel industry coupled with the negative impact of US economic conditions on our womens apparel business. Of the total revenue for the 2008 period, 95.9% were derived from our Transactional Services and the remaining 4.1% from our Marketing and Information Services. This compares with the 2007 period, wherein 79.2% were derived from our Transactional Services and the remaining 20.8% from our Marketing and Information Services.  Costs of Revenue. Costs of revenue for the nine months ended June 30, 2008 were $3.5 million compared with $4.62 million for the comparable nine month period in 2007. The decrease in costs for the 2008 period of $1.12 million (or 24.2%) from the prior period is attributable to a reduction in revenues for the 2008 period.  Costs of revenue include womens apparel cost and service buying cost. During the 2008 period, Transactional Services costs accounted for 100% of the total costs or $3.5 million compared with the 2007 period, wherein Transactional Services costs were 91% of the total costs or approximately $4.21 million.  Operating Expenses. Total operating expenses for the nine months ended June 30, 2008 were $2.47 million compared with $19.72 million for the comparable nine month period in 2007. The significant decrease for the 2008 period of $17.25 million (or 87.5%) from the prior period is due mainly to an impairment loss recorded during the 2007 period in the amount of $8.95 million for the intangibles and goodwill and approximately $7.01 million in stock based compensation in 2007, along with a reductions in office overhead, depreciation and amortization, bad debt provision, and consulting and professional fees which occurred during the 2008 period.  Loss from Continuing Operations. Loss from continuing operations for the nine months ended June 30, 2008 was $2.41 million compared with a loss of $19.98 million for the comparable 2007 period.  The decrease for the 2008 period of $17.57 million (or 87.9%) from the prior period is due to the reasons discussed above.  Net loss.  Net loss for the nine months ended June 30, 2008 was $2.22 million compared with a net loss of $50,87 million for the comparable 2007 period.  The decrease of $48,65 million (or 95.6%) from the prior period is principally due to the reasons discussed above.  Comprehensive Loss. Comprehensive loss for the 2008 period was $4.74 million compared with a loss of $50.88 million for the comparable 2007 period.   16    Liquidity and Capital Resources  As of June 30, 2008, we had $7.73 million in working capital, of which $0.39 million consisted of cash on hand.  As indicated in our May 22, 2008 Form 8-K, we are exploring ways to restructure our operations in order to enhance shareholder value and achieve greater operating efficiencies. During the next 12 months, we believe that we will meet our ongoing operational requirements through some combination of the following; improvement of operating results from existing businesses, raising additional debt or equity capital, loans from major shareholders, continued reductions in overhead, and the acquisition of revenue generating assets or business.  As of the date of this report, we do not have formal agreements concerning any of the foregoing, and we can not predict whether we will be successful in our efforts. Our projected capital raising efforts will be through additional private placements of our equity securities, proceeds received from the exercise of outstanding warrants and options, and, if available on satisfactory terms, debt financing. Due to the current price of our common stock, any common stock based financing may create significant dilution to the then existing shareholders. 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 additional dilution to shareholders.  Off-Balance Sheet Arrangements  As of June 30, 2008, we had no off-balance sheet arrangements.  Capital Expenditure Commitments  As at June 30, 2008, we had no outstanding commitments for capital expenditures.    17   Critical Accounting Policies and Estimates Our unaudited financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles used in the United States. In preparing financial statements, management has made certain estimates and assumptions that affected the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions were made consistent with standard accounting policies and practices. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our consolidated financial statements is critical to an understanding of our financials. Revenue recognition We generate revenue through the provision of marketing, information, and transactional services. The Company recognizes revenues from transaction and information services in accordance with Staff Accounting Bulletin (SAB) No. 104, Revenue Recognition, when all of the following conditions exist: persuasive evidence of an arrangement exists in the form of an accepted purchase order; delivery has occurred, based on shipping terms, or services have been rendered; the Companys price to the buyer is fixed or determinable, as documented on the accepted purchase order; and collectability is reasonably assured. The Transactional Services include primarily the apparel vertical business and electronic components business. We recognize revenue for the transactional business when the goods have been shipped or delivered and a purchase order exists. The Marketing and Information Services includes newspaper and magazine business and marketing consulting services. The Company recognize revenue for the Marketing and Information Services when the services have been rendered. Trade receivables  and allowance for Doubtful Accounts The Company performs ongoing credit evaluations of its customers to minimize credit risk. The allowance for doubtful accounts is based on managements estimates of the collectability of its accounts receivable after analyzing historical bad debts, customer concentrations, customer credit worthiness, and current economic trends. Specifically, the Company reviews the aged accounts receivable listing for balances that are specifically identifiable as credit risks or uncollectible, and may use judgment for calculation of allowance for doubtful accounts. Goodwill and intangible assets, net Goodwill represents the excess of the purchase price over the fair value of the identifiable assets and liabilities acquired as a result of the Companys acquisitions of interests in its subsidiaries and VIEs. Under Statement of Financial Accounting Standards, FAS No.142, Goodwill and Other Intangible Assets, FAS 142, goodwill is no longer amortized, but tested for impairment upon first adoption and annually, thereafter, or more frequently if events or changes in circumstances indicate that it might be impaired. The Company assesses goodwill for impairment periodically in accordance with SFAS 142. The Company applies the criteria specified in SFAS No.141, Business Combinations to determine whether an intangible asset should be recognized separately from goodwill. Intangible assets acquired through business acquisitions are recognized as assets separate from goodwill if they satisfy either the contractual-legal or separability criterion. Per SFAS 142, intangible assets with definite lives are amortized over their estimated useful life and reviewed for impairment in accordance with SFAS No.144, accounting for the Impairment or Disposal of Long-lived Assets. The Company reviews the amortization methods and estimated useful lives of intangible assets at least annually or when events or changes in circumstances indicate that it might be impaired. The recoverability of an intangible asset to be held and used is evaluated by comparing the carrying amount of the intangible asset to its future net undiscounted cash flows. If the intangible asset is considered to be impaired, the impairment loss is measured as the amount by which the carrying amount of the intangible asset exceeds the fair value of the intangible asset, calculated using a discounted future cash flow analysis. The Company uses estimates and judgments in its impairment tests, and if different estimates or judgments had been utilized, the timing or the amount of the impairment charges could be different. Impairment  of Long-lived Assets The Company assesses the carrying value of long-lived assets in accordance with SFAS No.144, accounting for the Impairment or Disposal of Long-lived Assets. Factors considered important which could trigger this review include significant decrease in operating results, significant changes in its use of assets, competitive factors and the strategy of it  18   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 may not be recoverable based on as assessment of future undiscounted 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 thirty-party sources, and third-party offers. Comprehensive Income (Loss) The Company reports comprehensive income (loss) in accordance with FASB No. 130, Reporting Comprehensive Income (Loss). The components of comprehensive loss for the Company include currency translation adjustments and unrealized loss on marketable securities. Foreign currency transactions The financial statements are presented in United States dollars. In accordance with Statement of Financial Accounting Standards (SFAS) No. 52, Foreign Currency Translation, since the functional currency of the Company is Renminbi, the foreign currency financial statements of the Companys subsidiaries are re-measured into U.S. dollars. Monetary assets and liabilities are re-measured 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 re-measurement gain or loss incurred is reported in the consolidated statement of operations. Marketable securities The Company accounts for investments in marketable securities under Statement of Financial Accounting Standards (SFAS) No. 115,Accounting for Certain Investments in Debt and Equity Securities.   Marketable equity securities are held as available for sale and are reported at fair value any unrealized gains and losses are included in accumulated other comprehensive income or loss within stockholders equity.  The treatment of a decline in the fair value of an individual security is based on whether the decline is other-than-temporary.  Significant judgment is required to assess whether the impairment is other-than-temporary, particularly for marketable equity securities that provide limited public information.  Our judgment of whether impairment is other-than-temporary is based on an assessment of factors including our ability and intent to hold the individual security, severity of the impairment, expected duration of the impairment and forecasted recovery of fair value.  Changes in the estimates and assumptions could affect our judgment of whether an identified impairment should be recorded as an unrealized loss in the equity section of our consolidated balance sheets or as a realized loss in the consolidated statements of operations. Stock-based compensation Effective January 1, 2006, the company adopted SFAS No. 123 (revised 2004), Share Based Payment, (SFAS No. 123(R)) which revises SFAS No. 123 and supersedes APB 25. SFAS No. 123(R) requires that all share-based payments to employees be recognized in the financial statements based on their fair values at the date of grant. The calculated fair value is recognized as expense (net of any capitalization) over the requisite service period, net of estimated forfeitures, using the straight-line method under SFAS No. 123(R). The Company considers many factors when estimating expected forfeitures, including types of awards, employee class and historical experience. The statement was adopted using the modified prospective method of application which requires compensation expense to be recognized in the financial statements for all unvested stock options beginning in the quarter of adoption. There were no unvested stock options at the beginning of this reporting period therefore no compensation expense was recognized in the period. No adjustments to prior periods have been made as a result of adopting SFAS No. 123(R). As at September 30, 2005 the Company elected to account for stock-based employee compensation arrangements in accordance with the provisions of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, (APB No. 25) and comply with the disclosure provisions of SFAS No. 123 as amended by SFAS No. 148. During the period from September 18, 2005 to September 30, 2005, no stock-based employee compensation arrangements have been effected and accordingly no disclosure of pro forma information is required. In accordance with SFAS No. 123 the  19   Company applies the fair value method using the Black-Scholes option-pricing model in accounting for options granted to consultants. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with SFAS No. 123 and the conclusions reached by the Emerging Issues Task Force in Issue No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring or in Conjunction with Selling Goods or Services (EITF 96-18). Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earlier of a performance commitment or completion of performance by the provider of goods or services as defined by EITF 96-18.  Item 3. Controls and Procedures.  Evaluation of Disclosure Controls and Procedures Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended. The Company is evaluating its disclosure controls in light of compliance with SOX 404 in its next annual report, and if necessary, will make any changes needed to comply with SOX 404. Changes in internal control over Financial Reporting There has been no significant change in our internal control over financial reporting during the quarter ended June 30, 2008 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.   20   PART II Item 1. Legal Proceedings None. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. None  Item 3. Defaults Upon Senior Securities. On March 22, 2007, we executed subscription agreements with five accredited investors (the Selling Stockholders) for the purchase of an aggregate of $1,500,000 of our senior convertible promissory notes (Notes) and Class A, Class B, and Class C common stock purchase warrants. At closing, we paid the Selling Stockholders a total of 1,500,000 shares of our common stock as full consideration of all interest due under the Notes. We were unable to complete our registration rights covenants in the agreement with the Selling Stockholders. As a result, we are in default under the terms of such agreement. We are currently in negotiations with the Selling Shareholders in an effort to remedy the situation. Item 4. Submissions of Matters to a Vote of Security Holders None. Item 5. Other Information. None  Item 6. Exhibits None   21     SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NEXTMART, INC.Date: August 19, 2008By:/s/ Ren HuiliangRen HuiliangChief Executive Officer   22