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Share Name | Share Symbol | Market | Type |
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Nextera Enterprises Inc (CE) | USOTC:NXRA | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 0.000001 | 0.00 | 01:00:00 |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 2)
ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2007
Commission file number 000-25995
NEXTERA ENTERPRISES, INC.
(Name of Registrant as Specified in its Charter)
Delaware |
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95-4700410 |
(State or Other Jurisdiction of Incorporation) |
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(I.R.S. Employer Identification No.) |
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14320 Arminta Street, Panorama City, California |
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91402 |
(Address of Principal Executive Offices) |
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(Zip Code) |
(818) 902-5537
(Registrants Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
None.
Securities registered pursuant to Section 12(g) of the Act:
Class A Common Stock, $0.001 par value
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by rule 405 of the Securities Act. YES o NO x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES o NO x
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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. YES x NO o
Indicate by check mark if disclosure of delinquent filer pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange.
Large accelerated filer o |
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Accelerated filer o |
Non-accelerated filer o (Do not check if a smaller reporting company) |
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Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). YES o NO x
As of June 30, 2007 (the last business day of the registrants recently completed second fiscal quarter), the aggregate market value of the registrants Class A Common Stock held by non-affiliates of the registrant was approximately $3,854,779, based on the closing price of the Companys Class A Common Stock as quoted on the OTC Bulletin Board on June 30, 2007 of $0.18 per share. The quotations on the OTC Bulletin Board reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
As of March 31, 2008, 38,492,851 shares of registrants Class A Common Stock, $0.001 par value, were outstanding and 3,844,200 shares of registrants Class B Common Stock, $0.001 par value, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
This Amendment No. 2 on Form 10-K/A (the Amendment) amends the Annual Report on Form 10-K (the Original Annual Report) for the year ended December 31, 2007, which was originally filed with the Securities and Exchange Commission (the SEC) on May 14, 2008 and which was amended by Amendment No. 1 filed with the SEC on August 21, 2008. This Amendment revises managements conclusion as to the effectiveness of the Companys disclosure controls and procedures at December 31, 2007 in Part II Item 9A(T) in the Original Annual Report. We are also re-filing Exhibit 31.1, the certifications of our Principal Executive and Financial Officer required by Item 601(b)(31)(i) of Regulation S-K as of the date of this Amendment. As permitted by, and in accordance with Staff guidance, because the Company is not including financial statements in this Amendment, paragraph 3 of this certification has been removed.
Except as described above, no attempt has been made in this Amendment to modify or update other disclosures presented in the Original Annual Report, as amended. This Amendment No. 2 does not reflect events occurring after the filing of the Original Annual Report, as amended, or modify or update those disclosures, including the exhibits to the Original Annual Report, as amended, affected by subsequent events. Accordingly, this Amendment No. 2 should be read in conjunction with our filings with the SEC subsequent to the filing of the Original Annual Report, as amended, including any amendments to those filings.
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PART II |
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Certifications |
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Exhibit (31.1) Section 302 Certification Principal Executive and Financial Officer |
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Item 9A(T). Controls and Procedures
Evaluation of Disclosure Controls and Procedures
An evaluation of the effectiveness of the design and operation of the Companys disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2007 was performed under the supervision and with the participation of the Companys management. Based on that evaluation, the Companys management, including the Chairman of the Board of Directors (the Companys Principal Executive and Financial Officer), has concluded that, as of the end of the period covered by this Annual Report, our disclosure controls and procedures are not effective because we failed to include the Managements Report on Internal Control Over Financial Reporting in our Original Annual Report. We remedied this failure in the effectiveness of our disclosure controls and procedures by amending our Original Annual Report to include the required managements report. We have implemented additional controls and procedures designed to ensure that the disclosure provided by the Company meets the then current requirements of the applicable filing made under the Exchange Act.
Managements Report on Internal Control Over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Management of the Company conducted an evaluation of the effectiveness of the Companys internal control over financial reporting based on the framework in Internal Control Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, management of the Company concluded that the Companys internal control over financial reporting was effective as of December 31, 2007.
This annual report does not include an attestation report of the Companys registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by the Companys registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only managements report in this annual report.
Changes in Internal Control Over Financial Reporting
There were no changes in the Companys internal control over financial reporting that have occurred during the Companys last fiscal quarter that have materially affected, or are likely to materially affect, the Companys internal control over financial reporting.
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(31.1) |
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Principal Executive and Financial Officer |
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Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to the Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, as of the 30th day of September, 2008.
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NEXTERA ENTERPRISES, INC. |
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By: |
/s/ RICHARD V. SANDLER |
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Richard V. Sandler |
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Chairman of the Board of Directors |
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