**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C.20549**

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**FORM 10-K/A**

**AMENDMENT 1**

**(Mark One)**

| **x** |   | **ANNUAL REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|-------|--------|----------------------------------------------------------------------------------------------------------|

 

**For the fiscal year ended December 31, 2005**

**OR**

 

| **o** |   | **TRANSITION REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|-------|--------|--------------------------------------------------------------------------------------------------------------|

 

**For the transition period from                        to                        **

**Commission file number 0-6201**

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**BRESLER & REINER, INC.**

(Exact Name ofRegistrant as Specified in Its Charter)

| **Delaware**                                                     |   | **52-0903424**                           |
|------------------------------------------------------------------|--------|------------------------------------------|
| (State or Other  Jurisdiction of  Incorporation or Organization) |   | (I.R.S. Employer  Identification Number) |
|                                                             |   |                                     |
| **11200  Rockville Pike, Suite 502  Rockville, Maryland**        |   | **20852**                                |
| (Address of  Principal Executive Offices)                        |   | (Zip Code)                               |

 

Registrant’s telephonenumber, including area code:**(301) 945-4300**

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Securities registeredpursuant to Section 12(b) of the Act: **CommonStock, $0.01 par value**

Securities registeredpursuant to Section 12(g) of the Act: **None**

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Indicate by check mark if the registrant is a well-knownseasoned issuer, as defined in Rule 405 of the Securities Act. Yes o  No x

Indicate by check mark if the registrant is not requiredto 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 (orfor such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past90 days. Yes x  No o

Indicate by check mark if disclosure of delinquent filerspursuant to Item 405 of Regulation S-K is not contained herein, and willnot be contained, to the best of registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of thisForm 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a largeaccelerated filer, an accelerated filer, or a non-accelerated filer. Seedefinition of “accelerated filer and large accelerated filer” inRule 12b-2 of the Exchange Act.

Large accelerated filer o    Accelerated filer o    Non-accelerated filer x

Indicate by check mark whether the registrant is a shellcompany (as defined in Rule 12b-2 of the Exchange Act). Yes o  No x

The aggregate market value of the voting stock held bynon-affiliates (1,265,232 shares) was $39,222,192 as of June 30, 2005. Theaggregate market value was computed by reference to the last sale of the CommonStock of the Registrant at $31.00 per share. For purposes of this computation,directors, officers and holders of 5% or more of the Registrant’s Common Stockare considered affiliates of the Registrant at that date.

The number of shares of the registrant’s Common Stockoutstanding as of March 24, 2006 was 5,477,212.

**DOCUMENTSINCORPORATED BY REFERENCE**

Part IIIof this Report incorporates by reference information from the definitive ProxyStatement for the registrant’s 2006 Annual Meeting of Stockholders to be heldon June 14, 2006.

 

 

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**EXPLANATORY NOTE**

We are filing this Amendment #1on Form 10-K/A (the “Amendment”) in response to comments received by us fromthe Staff of the Securities and Exchange Commission (the “Staff”).  This Amendment amends and replaces in itsentirety our disclosure in Item 9A of our Annual Report on Form 10-K for theyear ended December 31, 2005, filed on March 31, 2006 (the “Report”).

Except to the extent modified,this Amendment is as of the original filing date of our Report and has not beenupdated to reflect events occurring subsequent to the original filing dateother than those required to reflect the effects of the comments received bythe Staff.   This Amendment should beread in conjunction with our filings made with the Securities and ExchangeCommission subsequent to the filing of the Report, including any amendments tothose filings.

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**ITEM 9A. CONTROLS AND PROCEDURES**

*Evaluation of Disclosure Controls andProcedures*—We maintaindisclosure controls and procedures that are designed to ensure that informationrequired to be disclosed in our reports under the Securities Exchange Act of1934 is recorded, processed, summarized and reported within the time periodsspecified in the Securities and Exchange Commission’s (“SEC”) rules and forms,and that such information is accumulated and communicated to our management,including our Chief Executive Officer and our Chief Financial Officer, asappropriate, to allow timely decisions regarding required disclosures.  Any controls and procedures, no matter howwell designed and operated, can provide only reasonable assurance of achievingthe desired control objectives. Our management, with the participation of ourChief Executive Officer and Chief Financial Officer, has evaluated theeffectiveness of the design and operation of our disclosure controls andprocedures as of December 31, 2005. Based upon that evaluation our Chief Executive Officer and ChiefFinancial Officer concluded that the design and operation of disclosure controland procedures provided reasonable assurance that the disclosure controls andprocedures are effective to accomplish their objectives.

In 2005, our Chief Executive Officer and Chief FinancialOfficer completed a review of the company’s internal controls over financialreporting and concluded that there were insufficient resources at the Companyto adequately review the accounting for cost of sales at our developmentprojects and the accounting for straight-line rental income and depreciationand amortization expense at our operating properties.  A remediation plan was developed andimplemented over the course of 2005 to address these issues.  The plan included hiring additionalaccounting and internal audit personnel, implementing a new fixed-assetaccounting system and utilizing skilled professional consultants to augment theemployee base.  These measures enabledthe Company to assume primary responsibility for accounting for developmentcosts, straight-line rental income and depreciation and amortization expenseand to increase our level of supervision of transactions and of operations atour properties.

Despite the weaknesses in the Company’s internal controlsover financial reporting, that were identified and addressed during the yearended December 31, 2005 as described above, the Chief Executive Officer andChief Financial Officer concluded that the Company’s disclosure controls andprocedures were effective as of the year ended December 31, 2005.  They reached this conclusion afterdetermining that the weaknesses in internal controls over financial reportingdid not prevent the information required to be disclosed in the Company’sreports from being recorded, processed, summarized or reported within therequired time periods nor did they prevent such information from beingaccumulated and communicated to senior management in a manner that would allowfor timely decisions regarding required disclosures. In making such adetermination they considered that the weaknesses were discovered during thenormal financial statement preparation process and that all financialinformation required to be communicated and reviewed by the Chief Executive Officer,Chief Financial Officer and Disclosure Committee was communicated withsufficient time to allow timely decisions regarding required disclosures.

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**SIGNATURES**

Pursuant to the requirements of Section 13 or 15(d)of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized on January 31, 2007.
|            |   |   | BRESLER & REINER, INC. |
|------------|--------|--------|----------------------------|
|       |   |   |                       |
|       |   |   | By:                        | /s/ SIDNEY M.  BRESLER |
|       |   |   |                       | **Sidney M. Bresler** |
|       |   |   |                       | **Chief Executive Officer** |
|       |   |   |                       |   |
| ** ** |   |   | By:                        | /s/ DARRYL M.  EDELSTEIN |
| ** ** |   |   |                       | **Darryl M. Edelstein** |
| ** ** |   |   |                       | **Executive Vice President – Finance & Chief  Financial  Officer** |

 

Pursuant to the requirements of the Securities ExchangeAct of 1934, this report has been signed below by the following persons onbehalf of the Company and in thecapacities indicated on January 31, 2007.

 
| /s/ SIDNEY  M. BRESLER     |   | Chief Executive Officer, Director                                      |
|----------------------------|--------|------------------------------------------------------------------------|
| **Sidney  M. Bresler**     |   |                                                                   |
|                       |   |                                                                   |
| /s/ DARRYL M. EDELSTEIN    |   | Executive Vice President – Finance & Chief  Financial Officer |
| **Darryl  M. Edelstein**   |   | (Principal Financial & Accounting Officer)                         |
|                       |   |                                                                   |
| /s/ BENJAMIN C. AUGER      |   | Director                                                               |
| **Benjamin  C. Auger**     |   |                                                                   |
|                       |   |                                                                   |
| /s/ CHARLES S. BRESLER     |   | Director                                                               |
| **Charles  S. Bresler**    |   |                                                                   |
|                       |   |                                                                   |
| /s/ GARY F. BULMASH        |   | Director                                                               |
| **Gary F.  Bulmash**       |   |                                                                   |
|                       |   |                                                                   |
| /s/ RALPH S. CHILDS, JR.   |   | Director                                                               |
| **Ralph  S. Childs, Jr.**  |   |                                                                   |
|                       |   |                                                                   |
| /s/ MICHAEL W. MALAFRONTE  |   | Director                                                               |
| **Michael  W. Malafronte** |   |                                                                   |
|                       |   |                                                                   |
| /s/ BURTON J. REINER       |   | Director                                                               |
| **Burton  J. Reiner**      |   |                                                                   |
|                       |   |                                                                   |
| /s/ RANDALL L. REINER      |   | Director                                                               |
| **Randall  L. Reiner**     |   |                                                                   |
|                       |   |                                                                   |
| /s/ JOHN P. CASEY          |   | Director                                                               |
| **John P.  Casey**         |   |                                                                   |
|                       |   |                                                                   |
| /s/ GRETCHEN M. DUDNEY     |   | Director                                                               |
| **Gretchen  M. Dudney**    |   |                                                                   |

 

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