Nextera Enterprises Inc - Amended Annual Report (10-K/A)
2008年8月22日 - 4:19AM
Edgar (US Regulatory)
Table
of Contents
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 10-K/A
(Amendment No. 1)
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
|
|
95-4700410
|
(State or Other
Jurisdiction of Incorporation)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
14320
Arminta Street, Panorama City, California
|
|
91402
|
(Address of Principal
Executive Offices)
|
|
(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
|
Accelerated filer
o
|
Non-accelerated filer
o
(Do not check if a
smaller reporting company)
|
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.
Table
of Contents
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A
amends the Companys Annual Report on Form 10-K for the fiscal year ended December 31,
2007, filed with the Securities and Exchange Commission (SEC) on May 14,
2008 (the Original Filing). This Amendment revises the disclosures in Item
9A(T), Controls and Procedures, to include Managements Report on Internal
Control Over Financial Reporting, as required by Item 229.308T of Regulation
S-K. We are also re-filing Exhibit 31.1, Section 302 Certification
Principal Executive Officer and Exhibit 31.2, Section 302
Certification Principal Financial Officer, required by the filing of the
Amendment. As permitted by, and in accordance with Staff guidance, because the
Company is not including financial statements in this Amendment, paragraph 3 of
each of these certifications has been removed.
There have been no changes from the
original Form 10-K other than as described above. This Amendment No. 1
does not reflect events occurring after the original filing of the Form 10-K,
or modify or update in any way disclosures made in the Form 10-K.
TABLE OF CONTENTS
2
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 President and Chief Financial Officer, concluded that the Companys
disclosure controls and procedures were effective to ensure that information
required to be disclosed in the reports filed or submitted by the Company under
the Exchange Act is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commissions rules and
forms.
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.
3
Table
of Contents
PART IV
Item
15. Exhibits, Financial Statement Schedules
|
|
|
(31.1)
|
Certification Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002 - Principal Executive
Officer
|
|
|
(31.2)
|
Certification Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002 - Principal Financial
Officer
|
4
Table
of Contents
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 12th day of August, 2008.
|
NEXTERA ENTERPRISES, INC.
|
|
|
|
By:
|
/s/ ANTONIO
RODRIQUEZ
|
|
|
Antonio
Rodriquez
|
|
|
Chief
Financial Officer
|
5
Nextera Enterprises (CE) (USOTC:NXRA)
過去 株価チャート
から 5 2024 まで 6 2024
Nextera Enterprises (CE) (USOTC:NXRA)
過去 株価チャート
から 6 2023 まで 6 2024