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): March 1, 2015

NEXT FUEL, INC.

(EXACT NAME OF COMPANY AS SPECIFIED IN CHARTER)

Nevada		~~333~~000-~~148493~~55165		3235-2305768
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employee Identification No.)

821 Frank Street

Sheridan WY

82801

(Address of Principal Executive Offices)

(Zip Code)

(307) 674-2145

(Company’s Telephone Number, Including Area Code)

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

o☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ~~o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))~~

Item 15.0102 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Pursuant~~As topreviously ~~subscription~~disclosed ~~agreements~~in ~~dated~~its ~~August~~Quarterly 4,Report ~~2014~~on ~~(the~~Form ~~“Subscription~~10-Q for ~~Agreement”),~~ the ~~Company~~period ~~sold~~ended ~~One~~December ~~Million Eight Hundred Thousand (1~~31,~~800,000)~~ ~~shares~~2014 offiled ~~the~~by ~~Company’s~~Next ~~Common~~Fuel, ~~Stock~~Inc. (the “~~Shares~~Company”) ~~for~~on ~~$0.556~~February ~~per~~23, ~~share~~2015, ~~for~~the anCompany’s former ~~aggregate~~President, ~~amount~~Chief ofOperating ~~One Million Dollars ($1~~Officer,~~000,000)~~ toand ~~two~~Chief ~~individuals~~Technology (Officer, ~~the~~Dr. ~~“Investors”)~~Song ~~who~~Jin, ~~are~~resigned ~~residents~~all of ~~the~~his ~~People's~~positions ~~Republic~~effective as of ~~China.~~January ~~The Company received the $1~~31,~~000,000~~ ~~from the Investors on September 19, 2014~~2015.

~~The~~On ~~Company~~March ~~intends~~1, to2015, ~~use~~ the ~~proceeds~~Company ofhired ~~the~~Mr. ~~sale~~Jeff toHarris ~~complete~~as ~~the~~its ~~purchase of certain water treatment technology~~ President and ~~for~~Chief ~~general~~Technology ~~working capital purposes~~Officer.

~~The~~Mr. ~~sale~~Jeff ~~and~~Harris, ~~the~~60, ~~issuance~~is ofa California-registered professional engineer who invented the ~~Shares~~Company’s ~~were~~Integra ~~offered~~Disc ~~and~~Filtration ~~sold~~Units inand ~~reliance~~Technology. ~~upon~~From an2007 ~~exemption~~through ~~from~~July ~~registration~~2010 ~~pursuant~~Mr. toHarris was ~~Regulation~~the SChief ~~(Rules~~Technology ~~901~~Officer toof ~~905~~INTEVRAS Technologies, ~~inclusive~~an IP holding company (“INTEVRAS”), ~~promulgated~~a ~~under~~company ~~the~~founded ~~Securities~~by Mr. ~~Act~~Harris. ofIn ~~1933~~August 2010, asLayne ~~amended~~Christensen ~~(the~~Company (“~~Securities Act~~Layne”) acquired INTEVRAS and Mr. We ~~made~~Harris ~~this~~became ~~determination~~a ~~based~~Senior onProcess Engineer ~~the~~for ~~representations~~Layne. ofFrom ~~each~~May ~~Investor~~2011 ~~which~~through ~~included~~the present, inMr. ~~pertinent~~Harris ~~part,~~was ~~that~~a ~~each~~Senior ~~such~~Process ~~Investor~~Development ~~was~~Engineer ~~not~~for aEnergy and Natural Resources for Hydration Technologies Innovations (“UHydration”).S Mr. ~~person”~~Harris asserved in that ~~term~~capacity isas ~~defined~~a inconsultant to ~~Rule~~Hydration ~~902~~from 2011 to 2013 (kvia his presidency of Aflupeur Technologies) and as an employee of ~~Regulation~~Hydration Sfrom 2014 to the present.

~~The~~Family Investors executed and delivered to the Company Lock-up and Installment Re-Sale Restriction Agreements dated as of August 4, 2014 (the “Lock-up Agreement”). Pursuant to the Lock-up Agreement, the Investors agreed to restrictions on selling, short sales, pledges, loans, assignments or otherwise transferring any shares purchased. These transactions are called “Restricted Transactions.” Certain private sales are exempt from these re-sale restrictions, provided the buyer agrees to restrict re-sales to the same extent as the Investor has agreed in the Lock-up Agreement.Relationships

~~Two~~There ~~time~~are ~~periods~~no ~~with~~family ~~different~~relationships ~~levels~~between ofMr. ~~restrictions~~Harris ~~are~~and ~~covered~~any other byemployees or members of the ~~Lock-up~~board ~~Agreement~~of directors of the Company.

~~During~~Related ~~the~~Party ~~first time period (the “Lock-up Period”), no Restricted~~ Transactions are permitted. The Lock-up Period started immediately and ends on the first anniversary of the last day of the calendar month during which the later of two events occurs: (i) the date a registration statement pursuant to Section 5 of the Securities Act covering the resale of shares of Common Stock of the Company becomes effective by order of the SEC, which registration statement includes shares of Common Stock sold in the private placement, or (ii) if no such registration statement is filed or becomes effective, the first anniversary of the sale of the shares of Common Stock sold in the private placement (for clarification, by way of example, if the registration statement becomes effective on October 15, 2014, then the Lock-up Period would end on October 31, 2015).

~~The~~There ~~“Installment~~are ~~Re-Sale~~no ~~Restriction~~related ~~Period”~~party ~~shall~~transactions ~~mean~~with ~~the~~regard ~~period~~to ~~that~~Mr. ~~begins~~Harris reportable ~~upon~~under ~~termination~~Item of404(a) ~~the Lock-up Period and that ends on the first anniversary~~ of ~~the~~Regulation ~~beginning of the Installment Re~~S-~~Sale Restriction Period (for clarification, based on the example in the above paragraph, the Installment Re-Sale Restriction Period would begin on November 1, 2015, and would end on October 31, 2016)~~K.

~~During~~Material ~~the Installment Re-Sale Restriction Period~~Plans, ~~each Investor is permitted to sell during any calendar month a number of shares equal to the lower of eight and one half percent (8.5%) of the shares purchased~~Contracts, or its pro rata share of the average weekly reported volume of trading of the Company's shares on all national securities exchanges and/or reported through the automated quotation system of a registered securities association during the four calendar weeks that ended immediately prior to the beginning of the calendar month during which the sale occurs. Each Investor's pro rata share is determined by dividing (i) the number of shares owned by the Investor, by (ii) the number of shares whose resale is restricted by agreements with the Investor and other investors in the private placement.Arrangements

~~After~~Mr. ~~the~~Harris ~~Installment~~is ~~Re-Sale~~not ~~Restriction Period~~a ~~ends,~~party ~~the~~to ~~Investors~~any ~~are free~~material toplan, ~~sell~~contract, or arrangement ~~otherwise~~(whether ~~transfer~~or ~~shares~~not ~~without~~written) ~~restriction,~~in ~~except~~connection ~~any~~with ~~restrictions~~his ~~imposed~~appointment byas ~~securities~~President ~~laws,~~and ~~rules~~Chief ~~and~~Technology ~~regulations~~Officer of the Company.

The Company also entered into a Registration Rights Agreement dated August 4, 2014 with the Investors (the “Registration Rights Agreement” and, together with the Subscription Agreement and Lock-up Agreement, the “Agreements”)Item 8.01 ~~The~~Other Registration Rights Agreement requires the Company to use reasonable commercial efforts to file with the SEC within one hundred twenty (120) days after investors purchase the last of the shares of Common Stock sold in the private placement (the “Target Filing Date”), a Registration Statement on Form S-1 or such registration statement as the Company then qualifies to use, as determined by the Company in its sole discretion, to effect a registration of the Registrable Securities (as defined in the Registration Rights Agreement) covering the resale of the Registrable SecuritiesEvents.

~~The~~On ~~Registration~~March ~~Rights~~2, ~~Agreement~~2015, ~~includes liquidated damages if~~ the Company ~~fails~~issued toa ~~achieve~~press ~~the~~release ~~Target Filing Date because~~ announcing the ~~Company~~hiring ~~fails~~of ~~to use commercially reasonable efforts~~Mr. ~~The Registration Rights Agreement contains other provisions common to agreements of this nature~~Harris.

2A copy of the press release of the Company is included as Exhibit 99.1 of this Report and is incorporated by reference herein.

~~The foregoing description of the terms of the Agreements is qualified in its entirety by reference to the provisions of the Agreements, filed as Exhibit 10~~Item 9.101 toFinancial ~~this~~Statements ~~Current~~and ~~Report on Form 8-K, which is incorporated by reference herein~~Exhibits.

~~The~~(d) ~~Agreements have been included to provide investors and security holders with information regarding their terms~~Exhibits. It is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Agreements were made only for purposes of those agreements and as of specific dates, were solely for the benefit of the parties to the Agreements, and may be subject to limitations agreed upon by the contracting parties, including qualification by confidential disclosures exchanged between the parties in connection with the execution of the Agreements. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the Agreements instead of establishing these matters as facts, and may be subject to contractual standards of “materiality” and “material adverse effect” applicable to the contracting parties that differ from those applicable to investors or under applicable securities laws. Investors are not third party beneficiaries under the Agreements and should not rely on the representations, warranties and covenants, or any descriptions thereof, as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Agreements, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Item 3.02 Unregistered Sales of Equity Securities.

Exhibit No		Description

99.1		Press Release of Next Fuel, Inc. dated March 2, 2015.

~~Reference is made to the disclosure set forth under Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated by reference herein.~~SIGNATURES

~~Item~~Pursuant ~~5.02~~to ~~Departure~~the requirements of ~~Directors~~the orSecurities Exchange ~~Certain~~Act ~~Officers;~~of ~~Election~~1934, ofthe ~~Directors;~~Company ~~Appointment~~has ofduly ~~Certain~~caused ~~Officers;~~this ~~Compensatory~~report ~~Arrangements~~to ofbe ~~Certain~~signed ~~Officers~~on its behalf by the undersigned hereunto duly authorized.

On September 30, 2014, Dr. Song Jin submitted to the Company a resignation letter pursuant to which he resigned, effective as of August 23, 2014 from his position as Director. Dr. Song Jin did not resign as the result of any disagreement with the Company on any matter relating to its operation, policies (including accounting or financial policies), or practices.

	NEXT FUEL, INC.

DATED: March 5, 2015	By:	/s/ Robert H. Craig
		Robert H. Craig
		Chief Executive Officer

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Form of Subscription Agreement, Installment Re-Sale Restriction Agreement, and Registration Rights Agreement, dated as of August 4, 2014, by and between the Company and the Investors.

SIGNATURES

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

	NEXT FUEL, INC.
DATED: October 14, 2014	By:	/s/ Robert H. Craig
		Robert H. Craig
		Chief Executive Officer

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