UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~______________~~——————

FORM 8-K

~~______________~~——————

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): April 1528, 2010

NextFit, Inc.

(Exact name of registrant as specified in its charter)


Nevada (State or other jurisdiction of incorporation)	333-122185 (Commission File Number)	87-0672359 (IRS Employer Identification No.)

235 West Sego Lily Drive, 2^nd Floor, Sandy, Utah 84070

(Address of principal executive offices, Zip Code)

Registrant's telephone number, including area code: (801) 990-1992

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230~~ .~~425)~~

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240~~ .~~14d-2(b))~~

Pre-commencement ~~communications~~communication pursuant to Rule ~~13e~~14d-42(cb) under the Exchange Act (17 CFR 240.~~13e~~14d-42(cb))

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into Material Agreement.

~~Entry~~On ~~into~~April 28, 2010, NextFit, Inc. (the “Company” or “NextFit”) received a ~~Material~~notice ~~Definitive~~(the ~~Agreement~~“Notice”) from the Financial Industry Regulatory Authority (“Finra”) advising that the Company was delinquent in the filing of its Form 10-K for the period ended December 31, 2009. Finra further advised the Company that if its Form 10-K for the period ended December 31, 2009 was not filed on or before May 17, 2010, the securities of the Company would no longer be eligible for quotation on the OTC Bulletin Board (“OTCBB”) and would be removed. The Company requested that Finra extend the period in which it could file its Form 10-K for the period ended December 31, 2009, and maintain its securities on the OTCBB, but Finra declined that request.

OnThe ~~April~~Company ~~15,~~does ~~2010,~~not ~~the~~presently ~~Company~~anticipate ~~cancelled~~that ~~its~~it ~~Exclusive~~will ~~License~~be ~~and~~able ~~Distribution~~to ~~Agreement~~file ~~with~~its ~~NextFitness,~~Form ~~Inc.~~10-K ~~(“NextFitness”),~~for ~~whose~~the ~~assets~~period ~~were~~ended ~~foreclosed~~December on31, by2009 ~~secured~~before ~~debtors~~the ~~Mark~~close ~~and~~of ~~Shauna~~business ~~Trieb~~ on ~~March~~May 117, 2010~~. FitTech~~, ~~LLC~~and, aaccordingly, ~~Delaware~~expects ~~limited~~that ~~liability~~its ~~company~~securities ~~with~~will ~~offices~~be inremoved ~~Dallas,~~from ~~Texas~~trading ~~(“FitTech”),~~on ~~has~~the ~~acquired~~OTCBB ~~the~~after ~~rights,~~that ~~title,~~date. The ~~and~~Company ~~interest~~is intaking ~~and~~action to ~~the~~have ~~content~~its ~~used~~shares inlisted on the ~~development~~Pink ~~of health and fitness audio or video workouts~~Sheets, ~~all~~but ~~intellectual~~there ~~property~~can ~~embodied~~be inno ~~the~~assurance ~~web-based application~~ that ~~permits~~its ~~subscribers~~securities towill ~~download~~be ~~the~~traded ~~content,~~on ~~all intellectual property used in~~ the ~~portable~~Pink ~~media~~Sheets ~~player~~concurrent ~~known~~with asor ~~the~~immediately ~~Keychain~~subsequent ~~Trainer,~~to ~~and~~their ~~certain~~removal ~~trademarks~~from ~~and trade names associated with~~ the ~~Keychain Trainer and related service~~OTCBB.

OnA ~~April~~copy ~~15,~~of ~~2010,~~ the ~~Company~~Notice ~~entered~~is ~~into~~included anwith ~~Exclusive~~this ~~License~~report ~~and~~under ~~Distribution~~Item ~~Agreement~~ 9.01(~~the “License and Distribution Agreement”~~d) ~~with FitTech, Inc~~., pursuant to which the Company has received a global exclusive license for the Keychain Trainer distribution rights, a global non-exclusive license to distribute the application intellectual property, and a global exclusive license for the trade intellectual property related to the marketing of the KeyChain trainer solely through multi-level or network marketing.

~~The~~Item ~~NextFit Keychain Trainer and associated service combine technology, expert coaching, and music to motivate people to reach their fitness goals~~9. The Nextfit Keychain Trainer, a training and fitness aid, is a proprietary portable media player, which plugs into a USB port on any internet-connected computer to download fitness workouts, providing access to the NextFit Service, with dozens of coaches and millions of possible workouts, specially tailored to individual subscribers. The Keychain Trainer fits in pocket or purse and subscribers plug in the included headphones, press play on the Keychain Trainer, and listen as their personal trainers guide them to their fitness goals.01

~~The License and Distribution Agreement calls for the Company to pay the following fees to FitTech:~~(d) Exhibits.

(a)


Exhibit No.		Description
10		Finra OTCBB Delinquency Notification dated April 16, 2010

~~a “Licensee Subscriber Fee” of $~~2~~.00 for every subscriber each month, excluding the subscriber’s first month.~~

~~(b)~~SIGNATURE

~~total~~Pursuant ~~minimum~~to ~~monthly~~the ~~Licensee~~requirements ~~Subscriber~~of ~~Fees~~the asSecurities ~~follows:~~Exchange ~~(i)~~Act ~~$10,000~~of ~~per month commencing January 2011 through June 2011; (ii) $15~~1934,~~000~~ ~~per~~the ~~month~~registrant ~~for~~has ~~July~~duly ~~2011~~caused ~~through~~this ~~December~~report ~~2011;~~to ~~and~~be ~~(iii)~~signed ~~$25,000~~on ~~per~~its ~~month~~behalf ~~for~~by ~~every~~the ~~month~~undersigned ~~thereafter~~hereunto ~~commencing~~duly ~~January 2012~~authorized.

~~(c)~~Nextfit, Inc. By: /s/ Teri Sundh Teri Sundh, CEO

as a condition to maintaining the Company’s exclusive rights to exploit the KeyChain Trainer and certain trademarks, tradenames, and other intellectual property associated with FitTech’s products and services, total minimum Licensee Subscriber Fees each month (the “Monthly Exclusivity Fee”) as followsDate: ~~(i) $15,000 per month for January 2011 through June 2011; (ii) $30,000 per month for July 2011 through December 2011; and $50,000 per month for every month thereafter commencing with January 2012.~~ IfMay ~~the Company fails to pay FitTech the Monthly Exclusivity Fee~~10, ~~the Company’s rights under the License and Distribution Agreement will no longer be exclusive, and FitTech may grant such rights to other persons.~~2010

At any time prior to the termination of the License and Distribution Agreement, the Company will have the option to make a one-time cash payment to FitTech in the amount of $4,000,000 in exchange for a perpetual global exclusive multi-level/network marketing license as to the Keychain Trainer, and a global non-exclusive right to distribute the web-based application intellectual property and any modifications, improvements, enhancements or upgrades thereto through the Keychain Trainer.3

The foregoing description is qualified in its entirety by reference to the License and Distribution Agreement, a copy of which is attached as an Exhibit.

Item 9.01

Exhibits

(d) Exhibits.

Exhibit No.		Description
10.01		License and Distribution Agreement

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Nextfit, Inc. By: /s/ Teri Sundh Teri Sundh, CEO

Date: April 20, 2010

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