Nextera Enterprises Inc - Amended Annual Report (10-K/A)
01 October 2008 - 12:39AM
Edgar (US Regulatory)
Table of Contents
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
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(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
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(Address of Principal Executive Offices)
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(Zip Code)
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(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
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Non-accelerated filer
o
(Do not check if a smaller reporting
company)
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Smaller reporting
company
x
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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.
Table of
Contents
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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Table of
Contents
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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Table of
Contents
PART IV
Item 15. Exhibits, Financial Statement Schedules
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(31.1)
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Certification Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002 - Principal Executive
and Financial Officer
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Table of
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SIGNATURES
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:
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/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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