1070534--5/14/2008--NEXTERA_ENTERPRISES

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There is substantial doubt about our ability to continue as a going concern. We are currently in default of the terms of our Credit Agreement. Nextera is a holding company with no business operations of its own. All of the shares of Woodridge stock are pledged and substantially all of Woodridge s assets are subject to liens to secure obligations under the Credit Agreement. Our stock price may be volatile and you could lose all or part of your investment. We initiated a voluntary recall of certain of our DermaFreeze365 products and the effects of the recall may have a material adverse effect on our business, operations and financial condition. Future product recalls or safety concerns could adversely impact our results of operations. The loss of key personnel and the difficulty of attracting and retaining qualified personnel could harm our business and results of operations. We depend on a limited number of customers for a large portion of our net sales and the loss of one or more of these customers could reduce our net sales. We face significant competition within our industry, and we are not as financially strong or large as many of our competitors. Inability to anticipate changes in consumer preferences may result in decreased demand for products, which could have an adverse impact on our future growth and operating results We may be unsuccessful in developing and introducing new products or in expanding our existing product lines. Any business disruption due to natural disasters or other catastrophic events could adversely impact our financial performance We rely on others to manufacture our products and for testing and quality control, and disruptions to our manufacturing supply chain or failures in quality control could materially and adversely affect our future sales and financial condition. We may be subject to claims of infringement regarding products or technologies that are protected by trademarks, patents and other intellectual property rights. To service our indebtedness and fund our working capital requirements, we will require significant amounts of cash. Our ability to utilize our net operating loss carryforwards may be limited or eliminated in its entirety. Our common stock does not trade on an established trading market, which makes our common stock more difficult to trade and more susceptible to price volatility. Mounte (successor to Krest, LLC, Knowledge Universe LLC and Knowledge Universe, Inc.) controls 65.1% of the voting power of our stock and can control all matters submitted to our stockholders. Its interests may be different from yours. Provisions in our charter documents and Delaware law may delay or prevent an acquisition of Nextera, which could decrease the value of our common stock.

Full 10-K form ▸

1070534--5/14/2008--NEXTERA_ENTERPRISES_INC