Amendment No. 1 to Form SB-2


As filed with the Securities and Exchange Commission on March 3, 2005


Registration No. 333-123033

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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AMENDMENT NO. 1 TO

REGISTRATION STATEMENT

ON FORM SB-2


Under

The Securities Act of 1933

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NEXT, INC.

(Name of Small Business Issuer in Its Charter)


2759

(Primary Standard Industrial Classification Code Number)


 

7625 Hamilton Place Drive, Suite 12

 

Delaware

Chattanooga, Tennessee 37421; (423) 296-8213

95-4675095

(State of Jurisdiction

(Address, and Telephone Number of Principal Executive Offices

(I.R.S. Employer

of Incorporation or

and Principal Place of Business)

Identification

Organization)

 

Number)


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Charles L. Thompson, CFO

7625 Hamilton Park Drive, Suite 12

Chattanooga, Tennessee 37421

(423) 296-8213

(Name, Address, and Telephone Number of Agent for Service)

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Copies of Communications to:

Frank M. Williams

Miller & Martin PLLC

Suite 1000 Volunteer Building

832 Georgia Avenue

Chattanooga, Tennessee 37402-2289

(423) 785-8206

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  From time to time after this registration statement becomes effective.


If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933 (the “Securities Act”), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]


If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]


If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]


If the delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [  ]

If any of the securities being registered on this form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box. [ X ]






CALCULATION OF REGISTRATION FEE


_____________________________________________________________________________________________


  

Proposed

  
  

Maximum

Proposed

 
 

Amount

Offering Price

Maximum

Amount of

 

to be

 

Aggregate

Registration

Title of Securities to be Registered

Registered

per share(1)

Offering Price

Fee

     

Common Stock par value $0.001 per

3,565,000 shares

$1.40

$4,991,000

$587

share

    

_____________________________________________________________________________________________


(1)

Calculated pursuant to Rule 457(c) under the Securities Act of 1933 based upon the average of the bid and asked price of common stock on February 25, 2005.


_____________________________________________________________________________________________


The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.









The purpose of this amendment is to add the delaying amendment language at the bottom of the cover page.







SIGNATURES



In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and authorized this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorize, in the City of Chattanooga, State of Tennessee, on March 3, 2005.



NEXT, INC.


By:/s/ William B. Hensley III                  

     William B. Hensley III

     President, Director and

     Chief Executive Officer


In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated:


/s/ William B. Hensley III

President, Director, and Chief Executive Officer

March 3, 2005

William B. Hensley III

  
   

/s/ Charles L. Thompson

Executive Vice President, Chief Financial Officer,

March 3, 2005

Charles L. Thompson

and Chief Accounting Officer

 
   

/s/ Salvatore Geraci

Director

March 3, 2005

Salvatore Geraci

  
   

/s/ Ronald J. Metz

Chairman and Director

March 3, 2005

Ronald J. Metz

  
   

/s/ G. Michael Cross

Director

March 3, 2005

G. Michael Cross