8-K

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

July 16, 2007

Date of Report (Date of earliest event reported)

NEXTMART, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-26347	410985135
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
NextMart Inc. Oriental Plaza Bldg. W3, Twelfth Floor 1 East Chang’an Avenue, Dongcheng District, Beijing, 100738 PRC
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code: (888) 865-0901 x 322
None
(Former name or former address, if changed since last report.)

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 (see General Instruction A.2.below):

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 2.02 Results of Operations and Financial Condition

On July 16, 2007, we issued a press release announcing the financial results of our fiscal year ended March 31, 2007.

In this press release, we issued preliminary financial guidance for our fiscal year ending March 31, 2008. We announced that we expect net profit for the year ending March 31, 2008 to be in the range of $4 to $6 million. These expectations are managements best estimates of future results, and are based in significant part on the historical results of operations of William’s Brand Administer Co. Ltd, our recently acquired subsidiary, coupled with the projected impact of our recent restructuring efforts.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On July 16, 2007, in the same press release, we announced a series of management changes that we expect to occur over the next month.

We announced that Dr. Bruno Wu Zheng is expected to resign as our Chief Executive Officer. Dr. Wu will remain with the Company as Executive Chairman of the Board. The effective date of Dr. Wu’s resignation has not yet been confirmed.

We announced that Mr. Ren Huiliang is expected to assume the role as our Chief Executive Officer of the Company replacing Dr. Wu. Mr. Ren currently is the Chief Executive Officer of our wholly-owned subsidiary William’s Brand Apparel Co. Ltd (“William’s Brand”) and Vice Chairman of our Board of Directors. As Chief Executive Officer of Company, Mr. Ren will continue to oversee the business operations of William’s Brand, as well as other aspects of our consolidated operations.

We announced that Mr. Jeffery Li is expected to resign as our Chief Financial Officer, effective July 23, 2007. Mr. Li will continue to work with us as a financial advisor.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

A copy of the press release is attached hereto as Exhibit 99.1.

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SIGNATURES

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.

	NEXTMART, INC.
	(Registrant)
Date: July 20, 2007	By:	/s/ Jeffery Zhen Li
		Jeffery Zhen Li, Chief Financial Officer

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Exhibit No.	Description
99.1	Press Release dated July 16, 2007, announcing the Company’s financial results for fiscal 2007 and estimated profit guidance for fiscal 2008

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EX-99.1

EXHIBIT 99.1

NextMart Reports Fiscal 2007 Financial Results and
Releases Profit Guidance for Fiscal 2008

BEIJING, July 16 /PRNewswire-FirstCall/ — NextMart, Inc. (OTC Bulletin Board: NXMR.OB), a Chinese Internet-based business media and on-line merchant company, today reported its fiscal 2007 financial results.

For the fiscal year ended March 31, 2007, NextMart reported gross revenue of $20.4 million for the 12-month period as compared with $4,261 million for the fiscal year ended March 31, 2006 (which consisted of only 6 months due to the Company’s change in fiscal year end). Gross revenue in fiscal 2007 was generated from two business segments, Transactional Services and Marketing and Information Services, which represent 77.8% and 22.2% respectively of total revenues. The Company’s profit was $6.1 million before corporate restructuring, discontinued operations in the beverage sector and certain asset impairments. After operating costs, non-recurring gains and losses, and expenses related to these events, the Company reported a net loss of $31.4 million or $0.31 per outstanding share. For more detailed information on the Company’s results of operations, please refer to the Company’s Form 10-KSB filing for the period ended March 31, 2007 which can be found at www.sec.gov.

Dr. Bruno Wu, Chairman and Chief Executive Officer of NextMart, Inc. commented, ‘Although we experienced a loss in fiscal 2007 particularly due to the discontinuation of our former beverage business and the impairment of certain assets, we had a productive year in building revenues and laying the foundation of our core business in women’s fashion and apparel. We believe we are better positioned to realize our goal of building China’s largest shopping community for online wholesale distribution and retail shopping in the women’s fashion and apparel sector. Over the last two quarters we have successfully reorganized our business divisions and supporting assets, and adopted a lightweight, high-powered operating corporate structure. We have centered our operations around William’s Brand Administer Co. Ltd (‘William’s Brand’) our key subsidiary in Shanghai, and devised a strong growth strategy to build revenues in the business-to-consumer space in fiscal 2008.

Recent Highlights:

—Entered into a strategic partnership with Her Village Media to gain direct marketing and sales space in all of Her Village’s media properties, with a reach of 40 million person/hits per month.

—Established two joint ventures with Her Village Media: (1) NextMart Online Catalogues for online retail shopping and (2) 21 Brands, our first private label apparel company.

—Advanced our corporate and operational restructuring, resulting in the repurchase and cancellation of 28.5 million Company shares, significant reduction of corporate overhead and rationalization of our supporting assets.

—Centered our operations around William’s Brand Administer Co., Ltd, our core apparel business in Shanghai.

—Launched plans to relocate our headquarters from Beijing to Shanghai to consolidate all operations with William’s Brand.

Going forward the Company plans to streamline all business development efforts of the women’s apparel business into two key areas: (1) Creating organic growth in its existing wholesale distribution/business-to-business (‘B2B’) operations and (2) Creating new growth within the retail shopping/business-to-consumer (‘B2C’) sector by building out the company’s online and offline sales and marketing channels. The Company is currently exploring strategic partnerships and acquisitions with offline direct mail-order catalogue companies and retail chains in Mainland China.

In accordance with these enhanced business plans, management has issued profit guidance for the fiscal year ending March 31, 2008 to be in the range of $4 million to $6 million.

As part of its plans to consolidate operations in Shanghai, the Company has also announced new management changes. Over the next month, Mr. Ren Huiliang, currently CEO of William Brand Administer Co. Ltd, will replace Dr. Bruno Wu as CEO of the Company. Dr. Wu will remain with the Company as Executive Chairman of the Board. Second, Mr. Jeffery Li, the Company’s Chief Financial Officer will transition into a financial advisory role at the Company. A replacement for the Chief Financial Officer position will be announced at a later date.

Conference Call

NextMart Inc. management will hold a conference call on July 20, 2007 at 9:00 a.m. EDT to discuss financial results. Listeners may access the call by dialing 1-888-802-8571 or 1-973-582-2794 for international callers. A replay of the call will be available after 1:00 p.m. ET through July 27, 2007. Listeners may access the replay by dialing 1-877-519-4471 or 1-973-341-3080 for international callers. The replay pass code is 9030775.

About NextMart, Inc.

NextMart is an on-line trade media and merchant company that builds direct-buyer communities and services them with digital media offerings, on-line exhibitions and customer loyalty programs. NextMart also builds e-enabled distribution systems, transaction platforms and business communities in fast growing Chinese vertical markets, connecting buyers and sellers with a suite of turnkey digital media, e-commerce, and information management solutions. Companies leverage NextMart’s web-based business media communities to access vital industrial intelligence and forge trading relationships with suppliers and buyers that promote cost efficiencies and increased distribution reach. Learn more at http://corporate.nextmart.net.

This press release includes statements that may constitute ‘forward-looking’ statements, usually containing the word ‘believe,’ ‘estimate,’ ‘project,’ ‘expect,’ ‘plan,’ ‘anticipate’ or similar expressions. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to, continued acceptance of NextMart’s product and services in the marketplace, competitive factors and changes in regulatory environments. These and other risks relating to NextMart’s business are set forth in NextMart’s Annual Report on Form 10-KSB for the period ended March 31, 2007 filed with the Securities and Exchange Commission on July 16, 2007, and other reports filed from time to time with the Securities and Exchange Commission. By making these forward-looking statements, NextMart disclaims any obligation to update these statements for revisions or changes after the date of this release.