UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON
DC 20549





FORM
10-K





(MARK
ONE)





x
            ANNUAL
      REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF1934.





FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2009





OR





o
            TRANSITION
      REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGEACT
      OF 1934.





FOR
THE TRANSITION PERIOD FROM __________ TO __________





COMMISSION
FILE NUMBER 000-09459





NEW
CENTURY COMPANIES, INC.





(NAME OF
REGISTRANT ISSUER IN ITS CHARTER)





DELAWARE
            
            0610345787(STATE OR OTHER JURISDICTION
              OF INCORPORATION)
            
            (I.R.S.
      EMPLOYER
              IDENTIFICATION
      NO.)9831
      ROMANDEL AVE.SANTA
      FE SPRINGS, CA
            
            90670(ADDRESS
      OF PRINCIPAL EXECUTIVE OFFICES)
            
            (ZIP
      CODE)





(562)
906-8455


(ISSUER'S
TELEPHONE NUMBER, INCLUDING AREA CODE)





SECURITIES
REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT: NONE





SECURITIES
REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:





COMMON
STOCK, PAR VALUE $0.10


(TITLE OF
CLASS)




Indicate
by check mark whether the registrant is a well-known seasoned issuer, as defined
in Rule 405 of the Securities Act.


Yes  o    No  x




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate web-site, if any, every Interactive Data File required to be
submitted and posted pursuant to Regulation 405 of Regulation S-T during the
preceding twelve months (or for such shorter period that the registrant was
required to submit and post such files).    Yes o    No o





Check
whether the issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act. Yes  o    No  x





Check
whether the issuer: (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the Company was required to file such reports), and (2) has been subject to
such filing requirements for past 90 days. Yes x  No o





Check if
disclosure of delinquent filers in response to Item 405 of Regulation S-K is not
contained herein, and will not be contained to the best of Company's 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. x




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
definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of
the Exchange Act. (Check one):





Large
      accelerated filer   o
            
            Accelerated
      filer oNon-accelerated
      filer     o
            
            Smaller
      reporting company  x





Indicate
by check mark whether the registrant is a shell company (as defined by Rule
12b-2 of the Exchange Act).


Yes o No x





The
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, on the average bid and ask price of such common equity on June 30,
2009  was $1,074,126.





As
of April 12, 2010, there were 24,727,640 shares of common stock issued and
outstanding.









NEW
CENTURY COMPANIES, INC.


FORM
10-K


INDEX





PAGEPART
      IItem
      1.
                
                Business
                
                3Item
      1A.
                
                Risk
      Factors
                
                7Item
      2.
                
                Properties
                
                10Item
      3.
                
                Legal
      Proceedings
                
                10PART
      IIItem
      5.
                
                Market
      for Company's Common Equity, Related Stockholder Matters,and Issuer
      Purchases of Equity Securities
                
                10Item
      6.
                
                Selected
      Financial Data
                
                11Item
      7.
                
                Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
                
                12Item
      7 A.
                
                Quantitative
      and Qualitative Disclosures About Market Risk
                
                16Item
      8.
                
                Financial
      Statements and Supplementary Data
                
                16Item
      9.
                
                Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
                
                16Item
      9A(T)
                
                Controls
      and Procedures
                
                16Item
      9B
                
                Other
      Information
                
                20PART
      IIIItem
      10.
                
                Directors,
      Executive Officers, and Corporate Governance
                
                20Item
      11.
                
                Executive
      Compensation
                
                21Item
      12.
                
                Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                
                22Item
      13.
                
                Certain
      Relationships and Related Transactions and Director
      Independence
                
                23Item
      14.
                
                Principal
      Accountant Fees and Services
                
                23PART
      IVItem
      15.
                
                Exhibits
      and Financial Statement Schedules
                
                24Signatures
                
                27Reports
      of Independent Registered Public Accounting Firms
                
                F-1Financial
      Statements
                
                F-3Notes
      to the Consolidated Financial Statements
                
                F-7










PART
I





ITEM
1. BUSINESS.





This
Annual Report on Form 10-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, and Section 21E of the
Securities Exchange Act of 1934. These statements relate to future events or the
Company's future financial performance. The Company has attempted to identify
forward-looking statements by terminology including "anticipates," "believes,"
"expects," "can," "continue," "could," "estimates,"," "intends," "may," "plans,"
"potential," "predict," "should" or "will" or the negative of these terms or
other comparable terminology.





Although
the Company believes that the expectations reflected in the forward-looking
statements are reasonable, the Company cannot guarantee future results, levels
of activity, performance or achievements. The Company expectations are as of the
date this Form 10-K is filed, and the Company does not intend to update any of
the forward-looking statements after the date this Annual Report on Form 10-K is
filed to confirm these statements to actual results, unless required by
law.





OVERVIEW





General





We are
engaged in the production of aircraft assemblies, structural components, and
highly engineered, precision machined details for the United States Department
of Defense, United States Air Force, Lockheed Martin Corporation, The Boeing
Company, L-3 Communications Holdings, Inc., the Middle River Aircraft Systems
subsidiary of General Electric Company, and other aircraft manufacturers,
aerospace companies, and defense contractors.  We supply structural
aircraft parts for military aircraft such as the P-3 Orion, and wide-body
commercial airliners such as the Boeing747.




We are
also a leading manufacturer and remanufacturer of specialized aircraft machining
tools, including vertical boring mills and large Vertical Turning Centers
(“VTCs”) used to manufacture the largest jet engines, airplane landing gear and
other precision components for aerospace and other industries.




We were
incorporated in the state of Delaware on August 1, 1980.  We operate
through our wholly-owned subsidiaries, Precision Aerostructures, Inc. (“PAI”)
and New Century Remanufacturing, Inc. (“NCR”).  Collectively, New
Century Companies, Inc., PAI and NCR are referred to as the
“Company.”




Our
common stock is quoted on the OTC Bulletin Board under the symbol
"NCNC".




We
maintain a website located at www.USAerospace.com.  Our
corporate filings, including our Annual Report on Form 10-K, our Quarterly
Reports on Form 10-Q, our Current Reports on Form 8-K, our proxy statements and
reports filed by our officers and directors under Section 16 (a) of the
Securities Exchange Act, and any amendments to those filings, are available,
free of charge, on our website as soon as reasonably practicable after we
electronically file such material with the Securities and Exchange
Commission.  We do not intend for information contained in our website
to be a part of this Annual Report on Form 10-K.





Precision
Aerostructures





On
October 9, 2009, we entered into a share exchange agreement to acquire PAI
pursuant to which the sole shareholder of PAI agreed to transfer all capital
stock of PAI to us.





Through
PAI, we are an emerging world class supplier of complex structural airframe
machined components and assemblies for commercial and military aircraft builders
in the United States and around the world.  PAI specializes in
engineering, and manufacturing of precision computerized numerical control
(“CNC”) machined multiaxis structural aircraft components, with tolerances of up
to +/-.0001” on ferrous and non-ferrous metals.




3




PAI’s
capabilities include high speed three, four and five axis precision CNC
machining of titanium, aluminum, stainless steel, and nickel-chromium-based
superalloys.  PAI’s aircraft component products include wing ribs,
stringers, spars, longerons, bulkheads, frames, engine mounts, chords, and
fittings.  In addition, PAI designs and fabricates tools and
fixtures.





Century
Turn





NCR
manufactures large VTC lathes and attachments under the trade name Century
Turn.  NCR is also engaged in acquiring, re-manufacturing and selling
pre-owned CNC machine tools to manufacturing customers. In addition, NCR
provides rebuilt, retrofit and remanufacturing services for numerous brands of
machine tools. The remanufacturing of a machine tool, typically consisting of
replacing all components, realigning the machine, adding updated CNC capability
and electrical and mechanical enhancements, generally takes two to four months
to complete. Once completed, a remanufactured machine is a "like new,"
state-of-the-art machine with a price ranging from $275,000 to $1,000,000 or
more, which is approximately 40%-50% of the price of a new machine.





CNC
machines use commands from onboard computers to control the movements of cutting
tools and rotation speeds of the parts being produced. Computer controls enable
operators to program operations such as part rotation, tooling selection and
tooling movement for specific parts and then store the programs in memory for
future use. The machines are able to produce parts while left unattended.
Because of this ability, as well as superior speed of operation, a CNC machine
is able to produce the same amount of work as several manually controlled
machines, as well as reduce the number of operators required; generating higher
profits with less re-work and scrap. Since the introduction of CNC tooling
machines, continual advances in computer control technology have allowed for
easier programming and additional machine capabilities.





A
vertical turning machine permits the production of larger, heavier and more
oddly shaped parts on a machine, which uses less floor space when compared to
the traditional horizontal turning machine because the spindle and cam are
aligned on a vertical plane, with the spindle on the bottom.





Over the
last five years, NCR has designed and developed a large horizontal CNC turning
lathe with productivity features new to the metalworking industry. NCR has
applied for a patent for the Century Turn Lathe. The Company believes that a
potential market for the Century Turn Lathe, in addition to the markets
mentioned above, is aircraft landing gear.





INDUSTRY
OVERVIEW





PAI’s
primary industry segment is the manufacture of component parts for the aircraft
industry. The U.S. aerospace industry market for parts is estimated to be over
$200 billion annually.  The  primary industry segments in
which NCR machines are utilized to make component parts include aerospace and
military.


Although
there are near-term market uncertainties, the long-term outlook for the aircraft
industry is positive due to the fundamental drivers of air travel growth:
economic growth and the increasing propensity to travel due to increased trade,
globalization and improved airline services driven by liberalization of air
traffic rights between countries.  Boeing’s 20-year forecast is for a
long-term average growth rate of 5% per year for passenger and cargo traffic
based on a projected average annual worldwide real economic growth rate of
3%.  Based on long-term global economic growth projections, and
factoring in increased utilization of the worldwide airplane fleet and
requirements to replace older airplanes, a $3.2 trillion market for 29,000 new
airplanes is projected over the next 20 years.





Because
many of our machines and parts are ultimately used for the U.S. Military, the
national defense budget and procurement funding decisions drive demand for our
business.  The U.S. Department of Defense (DoD) budget has been
increasing over the past few years, and government spending requirements for
procurement, operations and maintenance for 2010 and beyond will continue to be
affected by the global war on terrorism and the related fiscal consequences of
war.  Spending on recapitalization and modernization of defense and
homeland security assets is also expected to continue to be a national priority.
The United States faces a complex and rapidly changing national security
environment.  The recently released 2010 Quadrennial Defense Review
emphasizes the related challenge of rebuilding readiness at a time when the DoD
is pursuing growth and modernization.  Accordingly, we do not expect
defense requirements to change significantly in the foreseeable future, and the
size of national security budgets is expected to remain responsive.





Contracts
with various agencies of the U.S. Government and subcontracts with other
prime contractors are subject to numerous procurement regulations, including the
False Claims Act and the International Traffic in Arms Regulations promulgated
under the Arms Export Control Act. Noncompliance found by any one agency may
result in fines, penalties, debarment, or suspension from receiving additional
contracts with all U.S. Government agencies.  We could experience
material adverse effects on our business and results of operations if we were
suspended or debarred from additional contracts. We could be affected by
future laws or regulations.




4




NCR
provides manufactured and remanufactured machines as part of the machine tool
industry. The machine tool industry worldwide is approximately a $30 billion
business annually. The industry is sensitive to market conditions and generally
trends downward prior to poor economic conditions, and improves prior to an
improvement in economic conditions.  The market for machine tools is
also sensitive to economic conditions, production capacity utilization and the
general level of business confidence.





NCR
machines are also utilized in a wide variety of of other industry segments,
including green technology power generation turbines such as windmills, large
medical diagnostic equipment, energy, valves, fittings, oil and gas, machinery
and equipment, and transportation.





CUSTOMERS





PAI has
three primary customers, the largest of which is General
Electric.  PAI markets to aerospace companies worldwide.





Each year
NCR has approximately 50% new customers and 50% repeat customers. NCR has on
average between 14 and 30 machines under contract.  In 2009, NCR had
10 customers and in 2008 had 19 customers. NCR sells its products to customers
in the United States, Canada and Mexico.





SUPPLIERS





PAI’s
largest suppliers are Morrells, Peen-Rite and Castle Metals.  NCR’s
three largest suppliers are GE Fanuc Automation, Bearings and Drives and Sandvik
Coromant.





MARKETING





PAI
obtains contracts for our products and services primarily through the process of
competitive bidding.  Average sales cycles, which generally commence
at the time a prospective customer issues a request for proposal and ends upon
delivery of the final product to the customer, may ranges from less than six
months to more than two years.  All U.S. Government contracts,
including subcontracts where the U.S. Government is the ultimate customer,
may be subject to termination at the election of the government.





The
primarily limitation on or ability to bid for and obtain more contracts is our
lack of liquidity and capital resources.





NCR
markets our CNC turning lathes primarily through direct sales and independent
representatives throughout the United States. NCR also markets our lathes
through advertising in industrial trade publications. NCR has engaged the
services of three independent sales representatives.




NCR
markets our CNC vertical boring mills by advertising in regional and national
trade publications and distribute product literature explaining the differences
between used and remanufactured machinery.





BUSINESS
STRATEGY AND MARKET DEVELOPMENT





Our
business strategy is to develop and maintain positions of technical leadership
in the aerospace and defense markets, to grow the amount of content and volume
of product sold to those markets, and to selectively acquire businesses with
similar technical capabilities.





There is
unmet demand and a backlog of orders for many suppliers within the aerospace and
defense industries, which we believe represents a substantial opportunity for
growth.




5




SEASONALITY





PAI’s
business is generally not seasonal.  NCR’s business is subject to
seasonal fluctuations in sales, with a pattern of net sales being lower in the
second fiscal quarter, due to plant closings in the summer months and
vacations.




COMPETITION





We
experience considerable competition in the market sectors we serve, principally
with respect to product performance and price, from various competitors, many of
which are substantially larger and have greater
resources.   Success in the markets we serve depends upon product
innovation, customer support, responsiveness, and cost management.





The
market for remanufacturing services for NCR’s machine tools is also highly
competitive, with competition from numerous independent rebuild suppliers with
various sales and resource levels.





We
believe that we have a partial competitive advantage because PAI and NCR employs
skilled personnel who have been trained for and have experience with their
products. Principal competitive factors for our products and services are
proprietary technology, customer service, technical support, delivery and
price.





SOURCES
AND AVAILABILITY OF RAW MATERIALS





Our
products are manufactured from various raw materials, including cast iron, sheet
metal, bar steel and bearings. Although our operations are highly integrated, we
purchase a number of components from outside suppliers, including the computer
and electronic components for our CNC turning lathes. There are multiple
suppliers for virtually all of our raw material and components and we have not
experienced a supply interruption.





RESEARCH
AND DEVELOPMENT





Our
ongoing research and development program involves creating new products and
modifying existing products to meet market demands and redesigning existing
products to reduce the cost of manufacturing.  In the last year we did
not incur any cost of research and development.





PATENTS
AND TRADEMARKS





The
Company does not have any patents pending or patents
granted.  However, the Company's business generally is not dependent
upon the protection of any patent, patent application or patent license
agreement, or group thereof, and would not be materially affected by the
expiration thereof.





EMPLOYEES





At
December 31, 2009 and 2008, the Company had 30 and 29, respectively, full-time
employees. We believe or relationships with employees are
good.  Market demand for highly skilled machinists is high. The
Company's employees are not represented by a collective bargaining organization
and the Company has not experienced a work stoppage.





ENVIRONMENTAL
MATTERS





The
industry in which we compete is subject to environmental laws and regulations
concerning emissions to the air, discharges to waterways, and the generation,
handling, storage, transportation, treatment and disposal of waste materials.
These laws and regulations are constantly evolving and we cannot predict
accurately the effect they will have on our business in the future. It is our
policy to comply with all applicable environmental, health and safety laws and
regulations. In many instances, the regulations have not been finalized. Even
where regulations have been adopted, they are subject to varying and conflicting
interpretations and implementation. In some cases, compliance can only be
achieved by capital expenditures. We cannot accurately predict what capital
expenditures, if any, may be required. We believe that our operations are in
compliance with all applicable laws and regulations relating to environmental
matters.




6




AVAILABLE
INFORMATION





The Company files annual reports on
Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and proxy
and information statements and amendments to reports files or furnished pursuant
to Sections 13(a) and 15(d) of the Security Exchange Act of 1934, as amended.
The public may read and copy this materials at the SEC`s Public Reference Room
at 450 Fifth St. NW, Washington, DC 20549. The public may obtain information on
the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
The SEC also maintains a websiteathttp://www.sec.gov that contains
reports, proxy and information statements and other information regarding the
Company and other companies that file materials with the SEC
electronically.




Item
1A. RISK FACTORS





Operating
Results Fluctuate





The
Company’s results of operations for any quarter or year are not necessarily
indicative of results to be expected in future periods. New Century’s future
operating results may be affected by various trends and factors that must be
managed in order to achieve favorable operating results. The inability to
forecast these trends and factors could have a material adverse effect on its
business, results of operations, and financial condition. The Company’s
operating results have historically been and are expected to continue to be
subject to quarterly and yearly fluctuations as a result of a number of factors.
These factors include:


·
              adverse
      changes in the conditions in the specific markets for its
      products;
  ·
              visibility
      to, and the actual size and timing of, capital expenditures by its
      customers;  ·
                inventory
      practices, including the timing of deployment, of its
      customers;  ·
                  adverse
      changes in the public and private equity and debt markets and the ability
      of its customers and suppliers to obtain financing or to fund capital
      expenditures;  ·
                      adverse
      changes in the credit ratings of its customers and
      suppliers;
  ·
                        a
      general downturn in the overall
economy;
  ·
                          a
      decline in government defense funding that lowers the demand for defense
      equipment and
retrofitting;
  ·
                            competitive
      pricing and availability of competitive products;
    and


·
                competitive
      pricing and availability of competitive products;
  and  ·
                    adverse
      changes in the ability of the company to obtain financing or to fund
      capital expenditures, mergers and acquisitions or
      growth.






As a
consequence, operating results for a particular period are difficult to predict.
Any of the above factors could have a material adverse effect on New Century’s
business, results of operations, and financial condition.





Going
Concern and Reliance on External Financing to Meet Cash
Requirements





We
require immediate additional funding, and may not be able to find adequate
sources of capital.The Company will
continue to rely upon external financing sources to meet the cash requirement of
its ongoing operations. The Company is currently seeking additional capital in
the form of equity or debt, or a combination thereof. However, we do not know
whether additional financing will be available on commercially acceptable terms,
or at all. The Company is currently in default on equipment leases, rent and
substantial other obligations.  There is no guarantee that it will
raise sufficient capital to execute its business plan. To the extent that the
Company is unable to raise sufficient capital, its business plan will require
substantial modification and its operations curtailed or halted
altogether.




7




These
conditions raise substantial doubt about New Century’s ability to continue as a
going concern. The Report of our Independent Registered Public Accounting Firm
on our December 31, 2009 consolidated financial statements includes an
explanatory paragraph stating that the recurring losses incurred from
operations, a working capital deficiency and incurring events of default on our
convertible notes payable raise substantial doubt about our ability to continue
as a going concern. The Company’s continuation as a going concern is dependent
upon its ability to raise needed funds, and ultimately to attain profitable
operations, and generate sufficient cash flow to meet its
obligations.





If we
raise additional funds by issuing equity securities, such financing will result
in further dilution to our stockholders. Any equity securities issued also may
provide for rights, preferences or privileges senior to those of holders of our
common stock. If we raise additional funds by issuing additional debt
securities, these debt securities would have rights, preferences and privileges
senior to those of holders of our common stock, and the terms of the debt
securities issued could impose significant restrictions on our
operations.





Volatile
Share Price and Thinly Traded Stock





Our
Common Stock has experienced, and may continue to experience, substantial price
volatility, particularly as a result of variations between its actual or
anticipated financial results and the published expectations of analysts and as
a result of announcements by its competitors and itself. The
Company’s stock is thinly traded, and its price can change dramatically
over short periods, even in a single day. Any investment in the stock is subject
to such volatility and, consequently, is subject to significant risk. In
addition, the stock market has experienced extreme price fluctuations that have
affected the market price of many companies and that have often been unrelated
to the operating performance of these companies. A major decline in the capital
markets generally, or in the market price of New Century’s securities may
negatively impact its ability to make future strategic acquisitions, raise
capital, issue debt, or retain employees. These factors, as well as general
economic and political conditions, may in turn have a material adverse effect
the market price of the Company’s Common Stock.





Because
the common stock is not quoted on the Nasdaq Global Market or Nasdaq Capital
Market or listed on any other national securities exchange, if the trading price
of the common stock remains below $5.00 per share, trading in the common stock
will be subject to the requirements of certain rules promulgated under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), which require
additional disclosure by broker-dealers in connection with any trades involving
a stock defined as a penny stock (generally, any non-Nasdaq equity security that
has a market price of less than $5.00 per share, subject to certain exceptions).
Such rules require the delivery, prior to any penny stock transaction, of a
disclosure schedule explaining the penny stock market and the risks associated
therewith and impose various sales practice requirements on broker-dealers who
sell penny stocks to persons other than established customers and accredited
investors (generally defined as an investor with a net worth in excess of
$1,000,000 or annual income exceeding $200,000 individually or $300,000 together
with a spouse). For these types of transactions, the broker-dealer must make a
special suitability determination for the purchaser and have received the
purchaser’s written consent to the transaction prior to the sale. The
broker-dealer also must disclose the commissions payable to the broker-dealer,
current bid and offer quotations for the penny stock and, if the broker-dealer
is the sole market-maker, the broker-dealer must disclose this fact and the
broker-dealer’s presumed control over the market. Such information must be
provided to the customer orally or in writing before or with the written
confirmation of trade sent to the customer. Monthly statements must be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks. The additional burdens
imposed upon broker-dealers by such requirements could discourage broker-dealers
from effecting transactions in our common stock, which could severely limit the
market liquidity of the common stock and the ability of holders of the common
stock to sell their shares.





Convertible
Debentures





As of
December 31, 2009, the Company has issued $5,082,281 principal amount of
convertible debentures to one hedge fund. These debentures mature in August
2010. As of December 31, 2009, the Company does not have the cash available to
pay the principal at maturity. If the Company cannot raise the necessary cash,
the convertible debentures will be in default, which will have a material
adverse affect on the Company. Further, the convertible debentures and warrants
are convertible into approximately 127,057,000 and 8,375,000 shares of common
stock, respectively, which would give the hedge fund approximately 86% of the
Company’s common stock, if fully converted. This is a substantial potential
dilution to the existing shareholders. There is a contractual conversion
limitation in that  the holders of the debentures  may not
convert any portion of its debentures if, as a result thereof, the holders would
own in excess of 4.99% of the number of shares of the Common Stock outstanding
immediately after giving effect to such conversion. However, this provision can
be waived by the note holders with 60 days notice and therefore it is within the
rights of the holders to own in excess of 4.99%.




8




Competition





The
Company’s industries are competitive with competition from numerous suppliers
with various sales and resource levels. The Company believes it possesses a
partial competitive advantage in that it employs skilled personnel who have been
trained for and have experience with these products. Principal competitive
factors for the Company’s products and services are proprietary technology,
customer service, technical support, delivery, and price.





Product
Liability And Warranty Claims





We may be
exposed to product liability and warranty claims in the event that the use of
our products results, or is alleged to result, in bodily injury and/or property
damage or our products actually or allegedly fail to perform as expected. While
we maintain insurance coverage with respect to certain product liability claims,
we may not be able to obtain such insurance on acceptable terms in the future,
if at all, and any such insurance may not provide adequate coverage against
product liability claims. In addition, product liability claims can be expensive
to defend and can divert the attention of management and other personnel for
significant periods of time, regardless of the ultimate outcome. An unsuccessful
defense of a product liability claim could have an adverse affect on our
business, results of operations and financial condition and cash flows. Even if
we are successful in defending against a claim relating to our products, claims
of this nature could cause our customers to lose confidence in our products and
our company. Warranty claims are not covered by insurance, and we may incur
significant warranty costs in the future for which we would not be
reimbursed.





Key
Personnel





Our
ability to operate our businesses and implement our strategies depends, in part,
on the efforts of our executive officers and other key employees, particularly
Michael Cabral and David Duquette. In addition, our future success will depend
on, among other factors, our ability to attract and retain qualified personnel,
particularly research professionals, technical sales professionals and
engineers. The loss of the services of any key employee or the failure to
attract or retain other qualified personnel could have a material adverse effect
on our business or business prospects.





Defense
Industry Regulation





The
defense industry is subject to significant regulation, including rules related
to bidding, billing and accounting kickbacks and false claims, and any
non-compliance could subject us to fines and penalties or possible debarment. We
are subject to risks associated with this contracting. These risks include the
potential for substantial civil and criminal fines and penalties. These fines
and penalties could be imposed for failing to follow procurement integrity and
bidding rules, employing improper billing practices or otherwise failing to
follow cost accounting standards, receiving or paying kickbacks or filing false
claims. The failure to comply could harm our business reputation,
and  result in suspension or debarment from future government
contracts.





Integration
of PAI







Our sales
and earnings may be reduced if we cannot successfully integrate PAI’s business
into the Company. If we are unable to successfully integrate PAI’s business into
our existing operations or if PAI’s business is unsuccessful in winning new
contracts, our sales and earnings could be seriously
impacted.





Compliance
with the Sarbanes Oxley Act of 2002





The
Company is obligated to maintain its periodic public filings and public
reporting requirements, on a timely basis, under the Rules and Regulations of
the SEC. In order to meet these obligations, the Company will need to continue
to raise capital. If adequate funds are not available to the Company, it will be
unable to comply with those requirements and could cease to be qualified to have
its stock traded in the public market. As a public company, the Company incurs
significant legal, accounting and other expenses. In addition, the
Sarbanes-Oxley Act of 2002, as well as related rules adopted by the SEC, has
imposed substantial requirements on public companies, including certain
corporate governance practices and requirements relating to internal control
over financial reporting under Section 404 of the Sarbanes-Oxley Act. These
rules and regulations have and will increase the legal and financial compliance
costs and have and will make some activities more time-consuming and
costly.




9




The SEC
requires that the Company evaluate, document and test its internal control
procedures under Section 404 of the Sarbanes-Oxley Act and the related
rules of the SEC. Effective disclosure controls and procedures and internal
controls are necessary for us to produce reliable financial reports and are
important in helping prevent financial fraud generally. If the Company is unable
to achieve and maintain adequate disclosure controls and procedures and internal
controls, the business and operating results could be harmed.





ITEM
2. PROPERTIES.





NCR
leases their headquarters in Santa Fe Springs, California, which expires on
March 31, 2018, and conducts their operations at such facilities. PAI leases
their facility in Rancho Cucamonga, California, which expires on December 31,
2012 and conducts their operations at such facility.  The Company
believes that the facilities are in good condition and provide adequate capacity
to meet the needs for the foreseeable future.





The
following table sets forth certain information relating to the Company's
principal facilities:





LOCATION
            
            PRINCIPAL
      USES
            
            APPROXIMATE
              SQUAREFOOTAGENew
      Century Remanufacturing, Inc.9831
      Romandel AvenueSanta
      Fe Springs, CA 90670
            
            Manufacturing
      machinery
            
            
            40,000Precision
      Aerospace, Inc.10291
      Trademark Street, Unit C
            
            Manufacturing
      airframed
            
            
            7,000Rancho
      Cucamonga, CA 91730
            
            machine
      components




ITEM
3. LEGAL PROCEEDINGS.





The
Company may be involved from time to time in various claims, lawsuits, disputes
with third parties, actions involving allegations of discrimination or breach of
contract actions incidental in the normal course of business operations. The
Company is currently not involved in any such litigation or any pending legal
proceedings that management believes could have a material adverse effect on the
Company's financial position or results of operations.





PART
II





ITEM
5. MARKET FOR COMPANY'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER
PURCHASES OF EQUITY SECURITIES





Our
common stock trades on the Over-The-Counter Bulletin Board under the symbol
"NCNC.OB". The following table sets forth the high and low bid prices for the
shares of common stock as reported on the Over-The-Counter Bulletin Board for
each quarterly period of the last two fiscal years. The bid prices listed below
represent prices, adjusted for stock splits, between dealers without adjustments
for retail markups, breakdowns or commissions and may not represent actual
transactions.


For
      The Year Ended
                December
      31, 2009
              
              
              High
              
              
              LowQ4
      2009
              
              
              $
              0.29
              
              
              $
              0.08Q3
      2009
              
              
              
              0.30
              
              
              
              0.01Q2
      2009
              
              
              
              0.08
              
              
              
              0.01Q1
      2009
              
              
              
              0.10
              
              
              
              0.01
  For
      The Year Ended
                December
      31, 2008
              
              
              High
              
              
              LowQ4 2008
              
              
              $
              0.13
              
              
              $
              0.03Q3
      2008
              
              
              
              0.13
              
              
              
              0.05Q2
      2008
              
              
              
              0.23
              
              
              
              0.07Q1
      2008
              
              
              
              0.27
              
              
              
              0.14


At
December 31, 2009 we had approximately 280 shareholders of record of our common
stock. This figure does not include shares held in “street name” by brokerage
firms and other nominees who hold shares for multiple investors, as we cannot
accurately estimate the number of these beneficial holders.





The
transfer agent and registrar for our common stock as of December 31, 2009 is
Signature Stock Transfer, Plano, Texas.





DIVIDENDS





We have
not paid any dividends on our common stock since our inception and do not expect
to pay dividends on our common stock in the foreseeable
future.  Declaration of dividends with respect to the common stock is
at the discretion of the Board of Directors. Any determination to pay dividends
will depend upon the financial condition, capital requirements, results of
operations and other factors deemed relevant by the Board of
Directors.




RECENT
SALES OF UNREGISTERED SECURITIES





In
connection with the acquisition of PAI in October 2009, the Company issued
5,000,000 shares of common stock with an acquisition-date fair value of $900,000
to Cabral.  In addition, the Company granted to Cabral a warrant to
purchase 3,000,000 shares of common stock at an exercise price of $0.10 per
share.





In
October 2009, the Company issued 100,000 shares of common stock to a consultant
in consideration for investor relation consulting services valued at
$19,000.





In
November 2009, the Company issued 800,000 shares of common stock to various
consultants in consideration for investor relation consulting services valued at
$143,000.





On
September 15, 2009, an employee exercised options to purchase shares of common
stock on a cashless basis.  The holder exercised a total of 100,000
options at an exercise price of $0.075 for 65,909 shares of the Company’s common
stock.





On
October 19, 2009, a consultant exercised options to purchase shares of common
stock on a cashless basis.  The holder exercised a total of 700,000
options at an exercise price of $0.15 for 116,667 shares of the Company’s common
stock. The Company issued the consultant an additional 513,333 shares of common
stock valued at $92,400.





On
October 26, 2009, CAMOFI and CAMHZN exercised warrants to purchase shares of
common stock on a cashless basis.  The holders exercised a total of
750,000 warrants at an exercise price of $0.04 for 584,711 shares of the
Company’s common stock.




10




In
November 2009, the Company issued a warrant to purchase 500,000 shares of common
stock at an exercise price of $0.20 per share in connection with a loan
payable.





On April
5, 2010, the Company granted each of five new non-employee directors non-plan
options to purchase one million shares of common stock, and a consultant
non-plan options to purchase five million shares of common stock in
consideration for investor relations services, all at an exercise price of $0.13
per share.





STOCK
OPTIONS





Under the
terms of the Company's Incentive Stock Option Plan ("ISOP"), options to purchase
an aggregate of 5,000,000 shares of common stock may be issued to key employees,
as defined. The exercise price of any option may not be less than the fair
market value of the shares on the date of grant. No options granted may be
exercisable more than 10 years after the date of grant.





On
October 8, 2008, the Company granted 1,300,000 incentive stock options
to its key employees under the Company’s ISOP. 800,000 of the options
have an exercise price of $0.075, vest 50% on December 31, 2008, and 50% on
April 8, 2009, and expire on April 6, 2010.  500,000 of the options
have an exercise price of $0.0825, vested 50% on December 31, 2008 and 50% on
April 8, 2009 and expired on April 6, 2010.





Accordingly,
$70,028 of share-based compensation were recognized in the financial statements
based on vesting periods, as follows: $35,014 for the year ended December 31,
2009, and $35,014 for the year ended December 31, 2008.





At
December 31, 2009, the Company had 1,700,000 options available for future
issuance under their ISOP equity compensation plan.





Under the
terms of the Company's non-statutory stock option plan ("NSSO"), options to
purchase an aggregate of 1,350,000 shares of common stock may be issued to
non-employees for services rendered. These options are non-assignable and
non-transferable, are exercisable over a five-year period from the date of
grant, and vest on the date of grant.





At
December 31, 2009, the Company had 650,000 options available for future issuance
under their non-statutory stock option plans.




The
following table summarizes information related to stock options outstanding at
December 31, 2009:





EQUITY
      COMPENSATION PLAN INFORMATIONNUMBER
      OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS
      AND RIGHTS
                  (A)
                
                
                WEIGHTED-AVERAGEEXERCISE PRICE
      OFOUTSTANDING
      OPTIONS, WARRANTS AND RIGHTS
                  (B)
                
                
                NUMBER
      OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY
      COMPENSATION PLANS (EXCLUDING SECURITIES REFLECTED IN COLUMN(A))
                  (C)Equity
      compensation plans approved by security holders
                
                
                3,200,000
                
                
                $
                0.16
                
                
                
                2,350,000Equity
      compensation plans not approved by security holders
                
                
                16,697,538
                
                
                
                0.12
                
                
                
                -Total
                
                
                19,897,538
                
                
                $
                0.12
                
                
                
                2,350,000





From time
to time, the Company issues warrants to employees and to third parties pursuant
to various agreements, which are not approved by the shareholders.





ITEM
6. SELECTED FINANCIAL DATA.





Not
applicable.




11




ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.





The
following discussion should be read in conjunction with the Company's
consolidated financial statements and the notes thereto appearing elsewhere in
this Form 10-K. Certain statements contained herein that are not related to
historical results, including, without limitation, statements regarding the
Company's business strategy and objectives, future financial position,
expectations about pending litigation and estimated cost savings, are
forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Securities Exchange Act") and involve risks and uncertainties. Although the
Company believes that the assumptions on which these forward-looking statements
are based are reasonable, there can be no assurance that such assumptions will
prove to be accurate and actual results could differ materially from those
discussed in the forward-looking statements. Factors that could cause or
contribute to such differences include, but are not limited to, regulatory
policies, competition from other similar businesses, and market and general
policies, competition from other similar businesses, and market and general
economic factors. All forward-looking statements contained in this Form 10-K are
qualified in their entirety by this statement.





OVERVIEW





New
Century Companies incurred an operating loss for each of the years ended
December 31, 2009 and 2008. This was a result of a dramatic decrease in sales.
The Company's current strategy is to expand its customer sales base with its
present line of machine products. Plans for expansion are expected to be funded
through current working capital from ongoing sales. However, significant growth
will require additional funds in the form of debt or equity, or a combination
thereof. The Company's growth strategy also includes strategic mergers in
addition to growing the current business. A significant acquisition will require
additional financing.





On
October 1, 2009, we purchased PAI. This acquisition has caused our results of
operations for the fourth quarter of 2009 to vary significantly from those
reported for the first nine months of 2009. See Note 4 to our consolidated
financial statements contained elsewhere in this report for additional
information regarding the acquisition.




RESULTS
OF OPERATIONS FOR THE PERIOD ENDED DECEMBER 31, 2009 COMPARED TO DECEMBER 31,
2008.





Revenues. New Century
generated revenues of $3,726,431 for the fiscal year ended December 31, 2009,
which was a 23% decrease from $4,822,026 for the fiscal year ended December 31,
2008. The decrease in revenues is primarily due to lower than usual customer
orders. The decrease in machine orders is a direct result of the U.S. economic
crises and tighter credit markets.  PAI generated revenues of $221,862
for the fiscal year ended December 31, 2009.  On a pro forma basis,
PAI’s (unaudited) revenue for 2009 was approximately $927,000, down from
approximately $3,403,000 in 2008 as PAI’s largest customer in 2008 went
bankrupt.





Gross Loss.Gross
loss  for the year ended December 31, 2009, was $67,705
or  2% of revenues, compared to $676,170 or 14% of revenues for the
year ended December 31, 2008, a $608,465 decrease. The decrease in gross loss is
due to management strategy to lower cost of sales through reduction of overhead
expenses and cost of materials.  PAI’s gross loss for the year ended
December 31, 2009 was $77,108 or 35% of its revenues.





Operating Expenses.The
Company incurred total operating expenses of $2,374,116 for the fiscal year
ended December 31, 2009, which was a $142,601 or 6% decrease from $2,516,717 for
the fiscal year ended December 31, 2008. In the fiscal year ended December 31,
2009, compared with the fiscal year ended December 31, 2008, operating expenses
increased (decreased) as follows:





Increase/(Decrease)
              %Consulting
      and other compensation
            
            
            47Salaries
      and related
            
            
            (36)Selling,
      general and administrative
            
            
            (12)





The
increase in consulting and other compensation is due to approximately $331,000
of compensation expense related to the issuance of 4,200,000 common stock
options in 2009. Selling, general and administrative expenses decreased due to
management’s strategy to reduce operating expenses. For the year ended December
31, 2009, PAI incurred $285,804 of operating expenses.  On a pro forma
basis, PAI’s (unaudited) operating expenses for 2009 was approximately $804,000,
of which, $410,000 was for salaries and related expenses and $394,000 for
selling, general and administrative expenses.




12




Operating
Loss.  Operating loss for the fiscal year ended December 31,
2009, was $2,441,821 compared to $3,192,887 for the fiscal year ended December
31, 2008. The decrease in loss of 24% is primarily due to decreased cost of
sales and decreased operating expenses for the fiscal year ended December 31,
2009.  PAI’s operating loss for the year ended December 31, 2009 was
$362,912.  On a pro forma basis, PAI’s (unaudited) operating loss for
2009 was approximately $1,003,000, down from approximately $4,350,000 in 2008 as
PAI had $2.6 million in bad debt expense resulting from the bankruptcy of its
largest customer.





Interest
Expense.  Interest expense for the fiscal year ended December
31, 2009, was $4,834,631 compared with $1,749,026 for the fiscal year ended
December 31, 2008. The increase of $3,085,605 in interest expenses is due to
additional interest on new and existing convertible notes payable.  A
significant component of interest expense relates to the non-cash amortization
of debt discounts, which approximately $3,764,000 and $1,280,000 during fiscal
years ended December 31, 2009 and 2008, respectively.  PAI’s interest
expense for 2009 was $30,800 which is related to payments on capital lease
obligations and notes payable.




(Loss) Gain on Valuation of
Derivative Liabilities.In connection with its convertible notes, the
Company recorded conversion options and warrant derivative liabilities. The
derivative liabilities are revalued each reporting period.  During the
fiscal year ended December 31, 2009, we recorded a $7,426,840 loss on the change
in fair value due to the decrease in the conversion and exercise price of the
convertible debentures and warrants to $0.04.  The reset of the price
proportionately increased the number of warrants to be issued to the convertible
debenture holders, as well as, increased the number of shares to be issued if
fully converted.  These factors led to the increase in the fair value
of the derivative liabilities.  For fiscal year ended December 31,
2009, we recorded a $5,298,545 loss from the increase in fair value of the
conversion option liability and a $470,401 loss from increase in fair value of
the warrant liability on the CAMOFI Convertible Notes.  For the fiscal
year ended December 31, 2009, a $1,491,935 loss from increase in fair value of
the conversion option liability and a $143,377 loss from the increase in fair
value of the warrant liability on the CAMHZN Convertible Notes.  Also,
for the fiscal year ended December 31, 2009, we recorded a $241,737 loss from
increase in fair value of the derivative liability related to the non-employee
stock options and warrants that were reclassified to derivative liabilities for
part of 2009.  The following loss on valuation of derivative
liabilities were offset by a gain of $33,200 related to the exercise of warrants
classified as derivative liabilities, a gain of $126,232 on the reclassification
of non-employee stock options and warrants to equity and a gain of $59,723 on
the decrease in fair value of the warrant issued in connection with the
Company’s loan payable at December 31, 2009.





FINANCIAL
CONDITION, LIQUIDITY, CAPITAL RESOURCES




Our
principal sources of liquidity have been cash provided by operations, equity
offerings and borrowings under our various credit facilities. Our principal uses
of cash have been to finance working capital. We anticipate financing working
capital and other capital expenditures partially through operations, but will
also need additional equity and debt financing.





It is our
policy to carefully monitor the state of our business, cash requirements and
capital structure.  However, many of our current liabilities are past
due or in default. Without immediate additional financing, we do not believe
that funds generated from our operations and availability from our borrowing
facilities will be sufficient to fund current business operations or anticipated
growth. There can be no assurance that any growth will occur and events may
result in our need to raise additional capital.





The net
cash increase during the fiscal year ended 2009 was $125,744. For the year ended
December 31, 2009, the cash used in operating activities was $1,277,810,
compared with 697,892 cash used in operating activities in the prior year. For
the year ended December 31, 2009, $1,409,480 cash was provided by financing
activities, compared with $448,052 cash provided by financing activities in the
prior year. The increase in cash provided by financing activities is primarily
due to $1,353,000 of proceeds from the issuance of convertible debt in the
fiscal year ended December 31, 2009, compared to $600,000 of cash proceeds from
debt in 2008. For the year ended December 31, 2009, $5,926 was used in investing
activities to purchase property and equipment.  There was no cash used
in or provided by investing activities for the year ended December 31,
2008.




13




At
December 31, 2009, the Company has approximately $352,000 accrued related to
penalties and interest in connection with delinquent income taxes related to
PAI’s Federal and State income tax returns for the years ended December 31, 2007
and 2006.  The Company has included the accrued amounts in accounts
payable and accrued liabilities and recorded approximately $21,000 of penalties
and interest during the year ended December 31, 2009.  The related
returns were filed in April 2009.





At
December 31, 2009, the Company has accrued approximately $1,187,000 for
payroll taxes not yet remitted for employee compensation and estimated penalties
and interest in connection with payroll taxes incurred but not remitted related
to executive compensation for the year ended December 31,
2009.  The Company has included the accrued amounts in accounts
payable and accrued liabilities in the accompanying consolidated balance sheets
and the related expense in salaries and related expenses in the accompanying
consolidated statements of operations.





As of
December 31, 2009, the Company had an outstanding convertible notes payable
principal balance of $5,082,281.  The convertible notes payable and
accrued interest of $609,646, are due in full upon maturity on August 1,
2010.  The Company has received an additional $405,000 in proceeds
from the issuance of convertible notes payable subsequent to the year ended
December 31, 2009.  The notes issued also mature and are due in full
on August 1, 2010.





INFLATION
AND CHANGING PRICES





The
Company does not foresee any adverse effects on its earnings as a result of
inflation or changing prices.





OFF-BALANCE
SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS





We have
an off-balance sheet arrangements, as defined in Item 303(a)(4)(iii) of
Regulation S-K.





On
February 8, 2008, the Company entered in to a lease agreement for its warehouse
and offices in Santa Fe Springs. The agreement expires in March 2018 and total
rent to be paid is approximately $4,320,000.  The Company entered into
a lease agreement for its facilities in Rancho Cucamonga where the operations of
PAI are located.  The agreements expire in December 2012 and January
2013 and total rent to be paid is approximately $289,000.


GOING
CONCERN
 
 The
Company's independent registered certified public accounting firms have stated
in their reports included in this Form 10-K, that the Company has incurred
operating losses and has a
significant   stockholders'   deficit.  These
conditions raise substantial doubt about the Company's ability to continue as a
going concern.
 
 In
response to these problems, management has taken the following
actions:
  ·
                The Company continues its
      aggressive program for selling
inventory.
 
 ·
                The Company continues to
      implement plans to further reduce operating
  costs.
 
 ·
                The
      Company is seeking investment capital through the public and private
      markets, although no assurance can be given that such capital will be
      available.
 There can
be no assurance that these efforts will be successful, or that we will have
sufficient  capital resources to continue operations.
 
 CRITICAL
ACCOUNTING POLICIES
 
 The
preparation of financial statements and related disclosures in conformity with
accounting principles generally accepted in the United States of America
requires management to make judgments, assumptions and estimates that affect the
amounts reported in our consolidated financial statements and the accompanying
notes. The amounts of assets and liabilities reported on our balance sheet and
the amounts of revenues and expenses reported for each of our fiscal periods are
affected by estimates and assumptions, which are used for, but not limited to,
the accounting for revenue recognition, accounts receivable, doubtful accounts
and inventories. Actual results could differ from these estimates. The following
critical accounting policies are significantly affected by judgments,
assumptions and estimates used in the preparation of the financial
statements:
  14
  Revenue
Recognition
 
 Service
revenues are billed and recognized in the period the services are
rendered.
 
 The
Company accounts for shipping and handling fees and costs in accordance with ASC
Topic 605, Revenue
Recognition.  Such fees and costs incurred by the Company are
immaterial to the operations of the Company. Revenue is recorded net of an
estimate of markdowns, price concessions and warranty costs. Such reserve is
based on management's evaluation of historical experience, current industry
trends and estimated costs.
 
 In
December 1999, the Securities and Exchange Commission issued a bulletin which
outlines the basic criteria that must be met to recognize revenue and provides
guidance for presentation of revenue and for disclosure related to revenue
recognition policies in financial statements filed with the Securities and
Exchange Commission. Management believes that the Company's revenue recognition
policy for services and product sales conforms to this criterion.
 
 Method
of Accounting for Long-Term Contracts
 
 The
Company uses the percentage-of-completion method of accounting to account for
long-term contracts and, therefore, takes into account the cost, estimated
earnings and revenue to date on fixed-fee contracts not yet completed. The
percentage-of-completion method is used because management considers total cost
to be the best available measure of progress on the contracts. Because of
inherent uncertainties in estimating costs, it is at least reasonably possible
that the estimates used will change within the near term.
 
 The
amount of revenue recognized at the statement date is the portion of the total
contract price that the cost expended to date bears to the anticipated final
cost, based on current estimates of cost to complete. It is not related to the
progress billings to customers. Contract costs include all materials, direct
labor, machinery, subcontract costs and allocations of indirect
overhead.
 
 Because
long-term contracts may extend over a period of time, changes in job
performance, changes in job conditions and revisions of estimates of cost and
earnings during the course of the work are reflected in the accounting period in
which the facts that require the revision become known. At the time a loss on a
contract becomes known, the entire amount of the estimated ultimate loss is
recognized in the consolidated financial statements.
 
 Contracts
that are substantially complete are considered closed for consolidated financial
statement purposes. Revenue earned on contracts in progress in excess of
billings (under billings) is classified as a current asset. Amounts billed in
excess of revenue earned (overbillings) are classified as a current
liability.
 
 Estimates
 
 Critical
estimates made by management are, among others, deferred tax asset valuation
allowances, realization of inventories, collectibility of receivables,
recoverability of long-lived assets, accrued warranty costs, the valuation of
conversion options, stock options and warrants and the estimation of costs for
long-term construction contracts. Actual results could materially differ from
those estimates.
 
 Accumulated
Preferred Dividend and Waiver Of Preferred Dividend
 
 As of
December 31, 2009, the Company accumulated unpaid dividends totaling $204,600.
At December 31, 2009, the Company had a total of 26,880 preferred shares Series
C and 11,640 preferred shares Series D issued and outstanding.
 
 As of
December 31, 2008, the Company accumulated unpaid dividends totaling $459,275.
At December 31, 2008, the Company had a total of 26,880 preferred shares Series
C and 11,640 preferred shares Series D issued and outstanding.
 
 The
Company determined that a reversal of $309,250 in cumulative dividends payable
for Series C preferred stockholders was to be recorded in 2009 as the dividends
were not legally required to be paid or accrued by the Company since no
dividends were declared or authorized by the Company’s Board of
Directors.
  15
  Income
Taxes
 
 The
Company records deferred tax assets and liabilities on its consolidated balance
sheets to reflect the future tax consequences of events that have been
recognized in the Company’s consolidated financial statements or tax returns.
Measurement of the deferred items is based on enacted tax laws. In the event the
future consequences of differences between financial reporting bases and tax
bases of the Company’s assets and liabilities result in a deferred tax
asset.  The Company is required to perform an evaluation of the
probability of being able to realize the future benefits indicated by such
assets. A valuation allowance related to a deferred tax asset is recorded when
it is more likely than not that some portion or all of the deferred tax asset
will not be realized. A full valuation allowance for deferred tax assets has
been provided at December 31, 2009 and 2008. The valuation allowance
approximates $13,540,000 and $6,977,000 as of December 31, 2009 and 2008,
respectively (See Note 8 to the consolidated financial statements).
  Stock-Based
Compensation
  Effective
January 1, 2006, we adopted the fair value method of accounting for employee
stock compensation cost. Prior to that date, we used the intrinsic value
method to recognize compensation cost. Under the method of accounting for the
change to the fair value method, compensation cost recognized is the same amount
that would have been recognized if the fair value method would have been used
for all awards granted. The effects on net income and income per share had the
fair value method been applied to all outstanding and unvested awards in each
period are reflected in Note 1 of the consolidated financial
statements.
  Our
assumptions made for purposes of estimating the fair value of our stock options,
as well as a summary of the activity under our stock option plan are included in
Note 9 of the consolidated financial statements.
 
 Other
Significant Accounting Policies
 
 Other
significant accounting policies not involving the same level of measurement
uncertainties as those discussed above, are nevertheless important to an
understanding of the consolidated financial statements. The policies related to
consolidation and loss contingencies require difficult judgments on complex
matters that are often subject to multiple sources of authoritative guidance.
Certain of these matters are among topics currently under reexamination by
accounting standards setters and regulators. Although no specific conclusions
reached by these standards setters appear likely to cause a material change in
our accounting policies, outcomes cannot be predicted with confidence. Also see
Note 1 of Notes to Consolidated Financial Statements, Summary of Significant
Accounting Policies, which discusses accounting policies that must be selected
by management when there are acceptable alternatives.
 
 ITEM
7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
 Not
applicable.
 
 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
 
 The
Consolidated Financial Statements of the Company are set forth at the end
hereof.
 
 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.
 
 None.
 
 ITEM
9A(T). CONTROLS AND PROCEDURES
 
 Evaluation
of Disclosure Controls and Procedures
  16
  We
conducted an evaluation under the supervision and with the participation of our
management, including our Chief Executive Officer, who is also our Chief
Financial Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures. The term “disclosure controls and
procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
and Exchange Act of 1934, as amended (“Exchange Act”), means controls and other
procedures of a company that are designed to ensure that information required to
be disclosed by the company in the reports it files or submits under the
Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the Securities and Exchange Commission’s rules and forms.
Disclosure controls and procedures also include, without limitation, controls
and procedures designed to ensure that information required to be disclosed by a
company in the reports that it files or submits under the Exchange Act is
accumulated and communicated to the company’s management, including its
principal executive and principal financial officers, or persons performing
similar functions, as appropriate, to allow timely decisions regarding required
disclosure. Based on this evaluation, our Chief Executive Officer concluded as
of December 31, 2009 that our disclosure controls and procedures were not
effective at the reasonable assurance level due to the material weaknesses
discussed immediately below.
 
 Management’s
Report on Internal Control Over Financial Reporting
 
 Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act. Our internal control over financial reporting is
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. Our internal control
over financial reporting includes those policies and procedures
that:
 
 (i)
              pertain
      to the maintenance of records that, in reasonable detail, accurately and
      fairly reflect the transactions and dispositions of our
      assets;
 
 (ii)
              provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that our receipts and expenditures are being
      made only in accordance with authorizations of our management and
      directors; and
 
 (iii)
              provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a material affect on our financial
statements.
 
 Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
 
 A
material weakness in internal control over financial reporting is defined by the
Public Company Accounting Oversight Board’s Audit Standard No. 5 as being a
deficiency, or combination of deficiencies, that results in a reasonable
possibility that a material misstatement of the financial statements would not
be prevented or detected on a timely basis. A significant deficiency is a
control deficiency, or combination of control deficiencies, such that there is a
reasonable possibility that a significant misstatement of the company’s annual
or interim financial statements will not be prevented or detected.
 
 Management
assessed and evaluated the effectiveness of our internal control over financial
reporting as of December 31, 2009.   Management identified five
material weaknesses relating to our internal control over financial reporting,
as follows:
 
 (1)
              We
      had not effectively implemented comprehensive entity-level internal
      controls.
 
 (2)
              We
      did not have a sufficient complement of personnel with appropriate
      training and experience in accounting principles generally accepted in the
      United States of America, or GAAP.
 
 (3)
              We
      did not adequately segregate the duties of different personnel within our
      accounting group due to an insufficient complement of
    staff.
 
 (4)
              We
      did not implement financial controls that were properly designed to meet
      the control objectives or address all risks of the processes or the
      applicable assertions of the significant
  accounts.
  17
  (5)
              Due
      to the material weaknesses identified at our entity level controls we did
      not test whether our financial activity level controls or our information
      technology general controls were operating sufficiently to identify a
      deficiency, or combination of deficiencies, that may result in a
      reasonable possibility that a material misstatement of the consolidated
      financial statements would not be prevented or detected on a timely
      basis.
 
 The
foregoing material weaknesses are described in detail below under the caption
“Material Weaknesses.”As a result of these
material weaknesses, our Chief Executive Officer concluded that we did not
maintain effective internal control over financial reporting as of December 31,
2009.
 
 In making
its assessment of our internal control over financial reporting, management used
criteria issued by the Committee of Sponsoring Organizations of the Treadway
Commission (“COSO”) in its Internal Control-Integrated
Framework. Because of the material weaknesses described above, management
believes that, as of December 31, 2009, we did not maintain effective internal
control over financial reporting.
 
 An
independent firm assisted management with its assessment of the effectiveness of
our internal control over financial reporting, including scope determination,
planning, staffing, documentation, testing, and overall program management of
the assessment project.
 
 Inherent
Limitations on the Effectiveness of Controls
 
 Management
does not expect that our disclosure controls and procedures or our internal
control over financial reporting will prevent or detect all errors and all
fraud. A control system, no matter how well conceived and operated, can provide
only reasonable, not absolute, assurance that the objectives of the control
systems are met. Further, the design of a control system must reflect the fact
that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Because of the inherent limitations in a
cost-effective control system, no evaluation of internal control over financial
reporting can provide absolute assurance that misstatements due to error or
fraud will not occur or that all control issues and instances of fraud, if any,
have been or will be detected.
 
 These
inherent limitations include the realities that judgments in decision-making can
be faulty and that breakdowns can occur because of a simple error or mistake.
Controls can also be circumvented by the individual acts of some persons, by
collusion of two or more people, or by management override of the controls. The
design of any system of controls is based in part on certain assumptions about
the likelihood of future events, and there can be no assurance that any design
will succeed in achieving its stated goals under all potential future
conditions. Projections of any evaluation of controls effectiveness to future
periods are subject to risks. Over time, controls may become inadequate because
of changes in conditions or deterioration in the degree of compliance with
policies or procedures.
 
 Material
Weaknesses
 
 (1)
                We
      had not effectively implemented comprehensive entity-level internal
      controls, as evidenced by the following
  deficiencies:
 
 ·
                We
      did not establish an independent Audit Committee who are responsible for
      the oversight of the financial reporting process, nor was an Audit
      Committee Charter defined.  At the current time we do not have
      any independent members of the Board who could comprise this
      committee.
 
 ·
                We
      did not establish an adequate Whistle Blower program for  the
      receipt, retention, and treatment of complaints received by the issuer
      regarding accounting, internal accounting controls, or auditing matters;
      and the confidential, anonymous submission by employees of the issuer of
      concerns regarding questionable accounting or auditing matters to the
      Audit Committee and Board of
Directors.
 
 ·
                We
      did not have an individual on our Board, nor on the Audit Committee, who
      meets the “Financial Expert”
criteria.
  18
  ·
                We
      did not maintain documentation evidencing quarterly or other meetings
      between the Board, senior financial managers and our outside general
      counsel.  Such meetings include reviewing and approving
      quarterly and annual filings with the Securities and Exchange Commission
      and reviewing on-going activities to determine if there are any potential
      audit related issues which may warrant involvement and follow-up action by
      the Board.
 
 ·
                We
      did not follow a formal fraud assessment process to identify and design
      adequate internal controls to mitigate those risks not deemed to be
      acceptable.
 
 ·
                We
      did not conduct annual performance reviews or evaluations of our
      management and staff employees.
 
 (2)
                We
      did not have a sufficient complement of personnel with appropriate
      training and experience in GAAP, as evidenced by the following
      deficiencies:
 
 ·
                We
      do not have a formally trained Chief Financial Officer who is responsible
      for the oversight of the accounting function.  Currently the CEO
      is responsible for this function, but has not had formal accounting or
      auditing experience.
 
 ·
                The
      Controller is the only individual with technical accounting experience in
      our company but is limited in the exposure to SEC filings and disclosures
      and is not a full-time employee of the
company.
 
 ·
                We
      have not consulted with other outside parties with accounting experience
      to assist us in the SEC filings and disclosures. As a result, our
      independent registered public accounting firm recorded numerous adjusting
      entries.
 
 (3)
                We
      did not adequately segregate the duties of different personnel within our
      accounting group due to an insufficient complement of staff and inadequate
      management oversight.
 
 (4)
                We
      did not adequately design internal controls as
  follows:
  ·
                  The controls identified in the
      process documentation were not designed effectively and had no evidence of
      operating effectiveness for testing
  purposes.
  ·
                  The controls identified in the
      process documentation did not cover all the risks for the specific
      process
  ·
                  The controls identified in the
      process documentation did not cover all applicable assertions for the
      significant accounts.
  (5)
                Due
      to the material weaknesses identified at our entity level we did not test
      whether our financial activity level controls or our information
      technology general controls were operating sufficiently to identify a
      deficiency, or combination of deficiencies, that may result in a
      reasonable possibility that a material misstatement of the financial
      statements would not be prevented or detected on a timely
      basis.
 
 This
annual report does not include an attestation report of the Company's registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the Company's registered
public accounting firm pursuant to temporary rules of the SEC that permit the
Company to provide only management's report in this annual report.
 
 CHANGES
IN INTERNAL CONTROL OVER FINANCIAL REPORTING
  There
have been no significant changes in the Company's internal control over
financial reporting during the Company's most recent fiscal quarter that have
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting. Inherent limitations exist
in any system of internal control including the possibility of human error and
the potential of overriding controls. Even effective internal controls can
provide only reasonable assurance with respect to financial statement
preparation. The effectiveness of an internal control system may also be
affected by changes in conditions.
  19
  ITEM
9B - OTHER INFORMATION
  None.
  PART
III
 
 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 
 The
following table and text sets forth the names and ages of all directors and
executive officers of the Company and the key management personnel as of
December 31, 2009. The Board of Directors of the Company is comprised of only
one class. All of the directors will serve until the next annual meeting of
stockholders and until their successors are elected and qualified, or until
their earlier death, retirement, resignation or removal. Executive officers
serve at the discretion of the Board of Directors, and are appointed to serve
until the first Board of Directors meeting following the annual meeting of
stockholders. Also provided is a brief description of the business experience of
each director and executive officer and the key management personnel during the
past five years and an indication of directorships held by each director in
other companies subject to the reporting requirements under the Federal
securities laws.
 
 NAME
                
                AGE
                
                POSITIONDavid
      Duquette
                
                66
                
                Chairman
      of the Board, Chief Financial
      Officer, President and DirectorJosef
      Czikmantori
                
                59
                
                Secretary
      and Director
 
 DAVID
DUQUETTE. Mr. Duquette has served as the Chairman of the Board, President, Chief
Financial Officer  and Director of the Company since May 25, 2001. Mr.
Duquette has been in the CNC machine tool manufacturing and remanufacturing
business since 1967. From 1962 to 1965, he studied Electrical Engineering at the
University of Wisconsin. Mr. Duquette founded New Century Remanufacturing in
1996. Prior to that year, he managed Orange Coast Rebuilding for approximately 8
years. Mr. Duquette was President of U.S. Machine Tools from 1969 to
1985.
 
 JOSEF
CZIKMANTORI. Mr. Czikmantori has served as Secretary and Director of the Company
since May 25, 2001. Mr. Czikmantori was born in Romania. He completed 3 years of
Technical College in Romania and then worked for United Machine Tool, which
manufactured metal cutting machinery. He joined Mr. David Duquette at Orange
Coast Machine Tools. He is a co-founder of New Century
Remanufacturing.
 
 Directors
receive no compensation for serving on the Board of Directors.
 
 FAMILY
RELATIONSHIPS.
 
 There are
no family relationships between or among the directors, executive officers or
persons nominated or charged by the Company to become directors or executive
officers.
 
 INVOLVEMENT
IN LEGAL PROCEEDINGS.
 
 To the
best of the Company's knowledge, during the past ten years, none of the
following occurred with respect to a present or former director or executive
officer of the Company: (1) any bankruptcy petition filed by or against any
business of which such person was a general partner or executive officer either
at the time of the bankruptcy or within two years prior to that time; (2) any
conviction in a criminal proceeding or being subject to a pending criminal
proceeding (excluding traffic violations and other minor offenses); (3) being
subject to any order, judgment or decree, not subsequently reversed, suspended
or vacated, of any court of any competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his involvement
in any type of business, securities or banking activities; and (4) being found
by a court of competent jurisdiction (in a civil action), the SEC or the
Commodities Futures Trading Commission to have violated a federal or state
securities or commodities law, and the judgment has not been reversed, suspended
or vacated.
 
 20
  SECTION
16(A) BENEFICIAL OWNERSHIP COMPLIANCE.
 
 Section
16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's
executive officers and directors and persons who own more than 10% of a
registered class of the Company's equity securities to file with the Securities
and Exchange Commission initial statements of beneficial ownership, reports of
changes in ownership and annual reports concerning their ownership of common
stock and other equity securities of the Company, on Forms 3, 4 and 5,
respectively. Executive officers, directors and greater than 10% shareholders
are required by Commission regulations to furnish the Company with copies of all
Section 16(a) reports they file. To the best of the Company's knowledge (based
solely upon a review of the Forms 3, 4 and 5 filed), no officer, director or 10%
beneficial shareholder failed to file on a timely basis for the fiscal year
ended December 31, 2009 any reports required by Section 16(a) of the Securities
Exchange Act of 1934, as amended. To the Company's knowledge, based solely on
the review of copies of such reports furnished to the Company and written
representations that no other reports were required, the Company has been
informed that all Section 16(a) filing requirements applicable to the Company's
officers, directors and greater than ten percent beneficial owners of our common
stock were complied with.
 
 CODE
OF ETHICS
  The
Company management communicates values and ethical standards during company wide
meetings. Such standards are outlined in the human resource manual of the
company, “Code of Business Practices and Ethics” section.
 
 AUDIT
COMMITTEE FINANCIAL EXPERT
 
 As of
December 31, 2009, the Company did not have an audit committee. Since our
securities are not currently listed on or with a national securities exchange or
national securities association, we are not required to have an independent
audit committee. Therefore, the Company has not designated an audit committee
financial expert. Because of our size, as of December 31, 2009, we did not have
an audit committee, compensation committee or nominating committee.
 
 STOCKHOLDER
COMMUNICATIONS
 
 Stockholders
interested in communicating directly with the Board of Directors, or specified
individual directors, my write to us at 9831 Romandel Ave., Santa Fe Springs, CA
90670. David Duquette will review all such correspondence and will regularly
forward to the Board copies of all such correspondence that deals with the
functions of the Board.
  ITEM
11. EXECUTIVE COMPENSATION.
 
 SUMMARY
COMPENSATION TABLE
 
 The
following Summary Compensation Table sets forth the compensation earned by the
Company's Chief Executive Officer and the other executive officer who were
serving as such as of December 31, 2009, for services rendered in all capacity
for that fiscal year. There are not any other employees having responsibility
for significant policy decision within the company.
 
 Name
      and
                  Principal
                  Position
                
                Year
                
                Salary
                  ($)
                
                
                Bonus
                  ($)
                
                
                Stock or
                  Option
                  Awards(1)
                  ($)
                
                
                Non-Equity
                  Plan
      Based
                  Incentive
                  Compensation
                
                
                All
      Other
                  Compensation
                  ($)
                
                
                Total
                  ($)David
      Duquette,Chief
      Executive Officer,
                
                2009
                
                
                110,000
                
                
                
                —
                
                
                
                157,384
                (2)
                
                
                —
                
                
                
                198,584
                (4)
                
                
                465,968and
      President
                
                2008
                
                
                130,000
                
                
                
                —
                
                
                
                26,625
                (2)
                
                
                —
                
                
                
                171,864
                (4)
                
                
                520,108Josef
      CzikmantoryVice
      President,
                
                2009
                
                
                59,850
                
                
                
                —
                
                
                
                78,692
                (3)
                
                
                —
                
                
                
                —
                
                
                
                138,542Secretary
      Officer
                
                2008
                
                
                74,100
                
                
                
                —
                
                
                
                16,276
                (3)
                
                
                —
                
                
                
                38,434
                (4)
                
                
                128,810
 
 (1)
                Valuation
      based on the dollar amount of option grants in 2009 and 2008. As a result
      of changes to the rules relating to these disclosures, the fiscal year
      2008 amounts have been revised from the amounts reported in our previous
      Form 10-K to reflect the grant date fair value of the options granted,
      rather than the expense recognized for financial reporting purposes. The
      assumptions used in the calculations for these amounts are described in
      Note 9 to our consolidated financial statements included
      herein.
 
 (2)
                Mr.
      David Duquette received a stock option grant of 2,000,000 shares in
      September 1, 2009 at an exercise price of $0.10 per share, 100% vested and
      exercisable.  Mr. David Duquette received a stock option grant
      of 500,000 shares in October 8, 2008 at an exercise price of $0.0825 per
      share, 50% vested and exercisable after December 1, 2008, and 50% vested
      and exercisable after April 8,
2009.
 
 (3)
                Mr.
      Josef Czikmantory received a stock option grant of 1,000,000 shares in
      September 1, 2009 at an exercise price of $0.10 per share, 100% vested and
      exercisable.  Mr. Josef Czikmantory received a stock option
      grant of 300,000 shares in October 8, 2008 at an exercise price of $0.0725
      per share, 50% vested and exercisable after December 1, 2008, and 50%
      vested and exercisable after April 8,
2009.
 
 (4)
                Expenditures
      made on behalf of executive
officers.
  2009 GRANTS OF PLAN-BASED AWARDS
TABLE
    DIRECTOR
COMPENSATION
 
 21
  2009
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
  Option
      AwardsName
                      
                      
                      Number
      of Securities Underlying Unexercised Options
                        (#)
                        Exercisable
                      
                      
                      Number
      of Securities Underlying Unexercised Options
                        (#)
                        Unexercisable
                      
                      
                      Equity
      Incentive Plan Awards Number of Securities Underlying Unexercised Unearned
      Options
                        (#)
                      
                      
                      Option
      Exercise Price
                        ($)
                      
                      Option
      Expiration DateDavid
      Duquette(1)
                      
                      
                      
                      1,000,000
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0.20
                      
                      11/13/11(2)
                      
                      
                      
                      500,000
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0.0825
                      
                      4/6/10(2)
                      
                      
                      
                      2,000,000
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0.10
                      
                      9/1/12Josef
      Czikmantory(1)
                      
                      
                      
                      500,000
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0.20
                      
                      11/13/11(2)
                      
                      
                      
                      300,000
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0.075
                      
                      4/6/10(2)
                      
                      
                      
                      1,000,000
                      
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      0.10
                      
                      9/1/12
 (1)
                These
      options were fully vested as of December 31,
  2007.
  (2)
                These
      options were fully vested as of December 31,
  2009.
  PENSION
BENEFITS
 
 We do not
sponsor any qualified or non-qualified defined benefit plans.
 
 NONQUALIFIED
DEFERRED COMPENSATION
 
 We do not
maintain any non-qualified defined contribution or deferred compensation
plans.
 
 LONG-TERM
INCENTIVE PLANS
 
 As of
December 31, 2009 here is no long-term incentive plan. The Company has no
employment agreements with its executive officers.
   ITEM 12. SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
 
 The
following table sets forth the number of shares of common stock beneficially
owned as of December 31, 2009 by (i) those persons or groups known to the
Company who will beneficially own more than 5% of the Company's common stock;
(ii) each director and director nominee; (iii) each executive officer; and, (iv)
all directors and executive officers as a group. The information is determined
in accordance with Rule 13(d)-3 promulgated under the Exchange Act based upon
information furnished by persons listed or contained in filings made by them
with the Securities and Exchange Commission by information provided by such
persons directly to the Company. Except as indicated below, the stockholders
listed possess sole voting and investment power with respect to their
shares.
  22
  NAME
      OF BENEFICIAL OWNER
                
                NO.
      OF SHARES
                
                
                PERCENTAGE
      OF OWNERSHIPDavid
      Duquette
                
                
                4,433,334
                (1)
                
                
                21
                %Josef
      Czikmantori
                
                
                2,300,000
                (2)
                
                
                11
                %Officers
      and Directors as a Group (2 persons)
                
                
                6,733,334
                
                
                
                32
                %
 
 Based on
22,430,211 shares outstanding. Common stock subject to options or warrants that
are currently exercisable or exercisable within 60 days of December 31, 2009 are
deemed to be outstanding and to be beneficially owned by the holder thereof for
the purpose of computing the percentage ownership of such person but are not
treated as outstanding for the purpose of computing the percentage ownership of
any other person.
 
 (1)
                Includes
      options to purchase 3,500,000 shares (1,500,000 ISOP, 1,000,000 outside of
      plan).
 
 (2)
                Includes
      options to purchase 1,800,000 shares (800,000 ISOP, 1,000,000 outside of
      plan).
 
 ITEM
13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE.
 
 NOTES
RECEIVABLE FROM STOCKHOLDERS
 
 As of
December 31, 2009, the Company had loans to our officers for $584,691, including
accrued interest. These loans were originated in 1999 and no additional amounts
have been loaned to the stockholders.  The loans accrue interest at 5%
and are due on demand. The Company has classified the notes receivable from
stockholders as stockholders' equity as such amounts have not been repaid during
the current year. The stockholders have shown the ability to repay the loans and
intend on repaying such amounts in the future.
 
 NOTES
PAYABLE TO STOCKHOLDER
 
 In
connection with the acquisition of PAI, the Company issued a promissory note to
Cabral in the amount of $500,000.  Interest on the note accrues at 5%
per annum and all principal and interest is due only on and paid from the
proceeds of any equity financing of the Company with gross proceeds
of  at $2,000,000 provided that the investors in such financing permit
the proceeds thereof to be used for such purpose.
 
 DIRECTOR
INDEPENDENCE
 
 Neither
of our directors is considered independent as each is an employee of the
Company.
 
 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
 The
following table presents fees for professional services rendered by KMJ Corbin
& Company LLP (“KMJ”) and Squar, Milner, Peterson, Miranda & Williamson
LLP ("Squar Milner") for the annual audit of our consolidated financial
statements as of and for the years ended December 31, 2009, and 2008 and fees
billed for other services rendered by Squar Milner and KMJ during such
years:
 For the
years Ended December 31,
 
 2009
                
                
                2008Audit
      fees (1)
                
                $
                45,100
                
                
                $
                122,000Audit
      related fees (2)
                
                
                54,900
                
                
                
                12,200Preparation
      of income tax fees
                
                
                -
                
                
                
                8,900All
      other fees (2) (3)
                
                
                -
                
                
                
                7,600$
                100,000
                
                
                $
                150,700
 
 (1)
                Such
      billings include the quarterly reviews, and 2009 SEC Comment
      letter.
  (2)
                Such
      billings were in connection with review of 2008-2009 SEC Comment letter,
      and 2009 PAI Acquisition Audit.
  (3)
                On
      August 6, 2009, the Board of Directors of New Century Companies, Inc
      approved the engagement of KMJ Corbin & Company LLP as the Company’s
      independent registered public accounting firm and resolved to dismiss
      Squar, Milner, Peterson, Miranda & Williamson, LLP as the Company’s
      independent registered public accounting
firm.
 
 23
  POLICY
ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF
INDEPENDENT AUDITOR
 
 The
Company does not have an audit committee. Therefore, the Board of Directors is
responsible for pre-approving all audits and permitted non-audit services to be
performed for us by our independent auditor.
 
 ITEM
15. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES.
 
 (a)
                Financial
      Statements. The financial statements are included at the end of this
      Report.
 
 (b)
                Exhibits.
  EXHIBIT
                  NUMBER
                
                DESCRIPTION2.1
                
                Share
      Exchange Agreement dated as of December 18, 2000. (1)3.1
                
                Certificate
      of Incorporation as filed with the Delaware Secretary of State, as
      amended.(2)3.2
                
                Certificate
      of Amendment to the Certificate of Incorporation as filed with the
      Delaware Secretary of State.(3)3.2
                
                Bylaws.
      (2)10.1
                
                Agreement
      and Plan of Merger, dated as of May 25, 2003, by and among
      Internetmercado.com, Inc.,  New Century Remanufacturing, Inc.,
      New Century Acquisition Corporation, David Duquette and Josef Czikmantori;
      (4)10.2
                
                Series
      A Convertible Note issued to Motivated Minds, LLC dated February 28, 2006
      (6)10.3
                
                Common
      Stock Purchase Warrants issued to Motivated Minds, LLC dated February 28,
      2006 (6)10.4
                
                Registration
      Rights Agreement dated February 15, 2006 (6)10.5
                
                Securities
      Purchase Agreement between New Century Companies, Inc. and CAMOFI Master
      LDC (5)10.6
                
                12%
      Senior Secured Convertible Note issued by New Century Companies, Inc. in
      favor of CAMOFI Master LDC (5)10.7
                
                Common
      Stock Purchase Warrant issued to CAMOFI Master LDC (5)10.8
                
                Registration
      Rights Agreement between New Century Companies, Inc. and CAMOFI Master LDC
      (5)
  24
  10.9
                
                Escrow
      Agreement between New Century Companies, Inc., CAMOFI Master LDC and
      Katten Muchin Rosenman LLP, as Escrow Agent (5)10.10
                
                Security
      Agreement between New Century Companies, Inc. and its current and future
      subsidiaries on the one hand, and CAMOFI Master LDC on the other hand
      (5)10.11
                
                Subsidiary
      Guarantee provided by all current and future subsidiaries of New Century
      Companies, Inc. to CAMOFI Master LDC (5)10.12
                
                Lock-up
      Agreement with certain shareholders of New Century Companies, Inc.
      (5)10.13
                
                Allonge
      to Series A Convertible Note dated August 8, 2006 (8)10.14
                
                Amendment
      to Registration Rights Agreement dated August 8, 2006
  (8)10.15
                
                Amended
      and Restated Registration Rights Agreement dated December 19, 2006
      (7)10.16
                
                Common
      Stock Purchase Warrants issued to Motivated Minds, LLC dated December 19,
      2006 (7)10.17
                
                Amended
      and Restated Registration Rights Agreement dated May 1,
      2007(9)10.18
                
                July
      18, 2007 CAMOFI Master LDC’ waiver of right to require registration of 33%
      of New Century Companies, Inc’ outstanding stock , (10)10.18
                
                Placement
      Agent agreement with Ascendiant Securities, LLC dated January 26, 2006
      (9)10.19
                
                15%
      Senior Secured Convertible Note issued by New Century Companies, Inc. in
      favor of CAMHZN Master LDC dated August 8, 200810.20
                
                Registration
      Rights Agreement between New Century Companies, Inc. and CAMHZN Master
      LDC10.21
                
                Security
      Agreement between New Century Companies, Inc. and its current and future
      subsidiaries , and CAMHZN Master
LDC
  10.22
                
                Subsidiary
      Guarantee provided by all current and future subsidiaries of New Century
      Companies, Inc. to CAMHZN Master LDC10.23
                
                November
      19, 2008 Waver Liquidated Damages and CAMHZN Master LDC’ Registration
      Rights Agreement10.24
                
                December
      30, 2008 letter to terminate CAMHZN Master LDC’ Registration Rights
      Agreement and increase CAMHZN Note’ principal with
  $150,00010.25
                
                Letter
      Agreement dated June 26, 2008 between New Century Companies, Inc. and
      CAMOFI Master LDC dated June 26, 2008 (11)21.1
                
                Subsidiaries
      of the Company (6).31.1
                
                Certificate
      of Chief Executive Officer and Chief Financial Officer under Section 302
      of the Sarbanes-Oxley Act.32.1
                
                Certificate
      of Chief Executive Officer and Chief Financial Officer under Section 906
      of the Sarbanes-Oxley Act.(1)
                
                Incorporated
      herein by reference from the Company's filing on Form 8-K filed on August
      23, 2000.(2)
                
                Incorporated
      by reference to Exhibit 2.1 the Company's Registration Statement on Form
      C-18, filed on August 14, 1980.(3)
                
                Incorporated
      by reference to 8-K filed June 4,
2003
  25
  (4)
                
                Incorporated
      by reference to the Exhibit 2.1 of the 8-K filed June 4,
    2003.(5)
                
                Incorporated
      by reference to the Company’s Form 8-K filed on March 13,
    2006(6)
                
                Incorporated
      by reference to the Company’s Form SB-2 Registration Statement filed on
      June 8, 2006(7)
                
                Incorporated
      by reference to the Company’s Form 8-K filed on December 26,
      2006(8)
                
                Incorporated
      by reference to the Company’s Registration Statement on Form SB-2 filed on
      January 23, 2007(9)
                
                Incorporated
      by reference to the Company’s Registration Statement on Form SB-2 filed on
      May 31, 2007(10)
                
                Incorporated
      by reference to the Company’s Registration Statement on Form SB-2 filed on
      July 19, 2007(15)
                
                Incorporated
      by reference to the Company’s Registration Statement on Form SB-28-K filed
      on July 1, 2008(16)
                
                Incorporated
      by reference to the Company’s Form 8-K filed on April 24,
      2009.(17)
                
                Incorporated
      by reference to the Company’s Form 8-K filed on August 7,
      2009.(18)
                
                Incorporated
      by reference to the Company’s Form 8-K filed on April 24,
      2009.(19)
                
                Incorporated
      by reference to the Company’s Form 8-K filed on August 7, 2009 (Changes in
      Registrant's Certifying Accountant).(20)
                
                Incorporated
      by reference to the Company’s Form 8-K filed on August 17,
      2009.(21)
                
                Incorporated
      by reference to the Company’s Form 8-K filed on October 15, 2009 (Entry
      into a Material Definitive Agreement).(22)
                
                Incorporated
      by reference to the Company’s Schedule 14A filed on December 1, 2009
      (Proxy Statement).(23)
                
                Incorporated
      by reference to the Company’s Form 8-K filed on January 22,
      2010.
 26
 
 SIGNATURES
 
 In
accordance with Section 13 or 15(d) of the Exchange Act, the Company caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
 
 Date:
      April 15, 2010
                NEW
      CENTURY COMPANIES, INC./s/
                DAVID
      DUQUETTEName:
                David
      DuquetteTitle:
                Chairman,
      President and Director
 
 In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Company and in the capacities and on the
dates indicated.
 
 Date:
      April 15, 2010
                /s/
                DAVID
      DUQUETTEName:
                David
      DuquetteTitle:
                Chairman,
      President and DirectorDate:
      April 15, 2010
                /s/
                JOSEF
      CZIKMANTORIName:
                Josef
      CzikmantoriTitle:
                Secretary
      and Director
 27




NEW
CENTURY COMPANIES, INC.
 AND
SUBSIDIARIES
 
 CONSOLIDATED
FINANCIAL STATEMENTS
 
 DECEMBER
31, 2009 AND 2008
  INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS





Reports
      of Independent Registered Public Accounting Firms
            
            F-1Consolidated
      Balance Sheets
            
            F-3Consolidated
      Statements of Operations
            
            F-4Consolidated
      Statements of Stockholders’ Deficit
            
            F-5Consolidated
      Statements of Cash Flows
            
            F-6Notes
      to Consolidated Financial Statements
            
            F-7







REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors and Stockholders of


New
Century Companies, Inc. and Subsidiaries





We have
audited the accompanying consolidated balance sheet of New Century Companies,
Inc. and Subsidiaries (the "Company") as of December 31, 2009, and the related
consolidated statements of operations, stockholders’ deficit and cash flows for
the year then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our
audit.





We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the consolidated financial statements are free of material misstatement. The
Company was not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting. Our audit includes consideration
of internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control
over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.





In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the consolidated financial position of New Century
Companies, Inc. and Subsidiaries as of December 31, 2009 and the consolidated
results of their operations and their cash flows for the year then ended in
conformity with accounting principles generally accepted in the United States of
America.





The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern.  As discussed in Note 1
to the consolidated financial statements, as of December 31, 2009, the Company
has an operating loss of $2,441,821, an accumulated deficit of approximately
$26,839,000, a working capital deficit of approximately $9,491,000 and also
incurred events of default on its CAMOFI and CAMHZN debt.  These
factors raise substantial doubt about the Company’s ability to continue as a
going concern.  Management’s plans regarding these matters are also
described in Note 1.  The accompanying consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.




/s/KMJ Corbin & Company
LLP





April 15,
2010


Costa
Mesa, California




F-1


REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors and Stockholders of


New
Century Companies, Inc. and Subsidiary





We have
audited the accompanying consolidated balance sheets of New Century Companies,
Inc. and Subsidiary (the "Company") as of December 31, 2008, and the related
consolidated statements of operations, stockholders’ equity (deficit) and cash
flows for the year ended December 31, 2008. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.





We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the consolidated financial statements are free of material misstatement. The
Company was not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting. Our audit includes consideration
of internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control
over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.





In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of New Century Companies, Inc.
and Subsidiary as of December 31, 2008, and the results of their operations and
their cash flows for the year ended December 31, 2008 in conformity with
accounting principles generally accepted in the United States of
America.





The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern.  As discussed in Note 1
to the consolidated financial statements included in the Company’s Annual Report
on Form 10-K for the year ended December 31, 2008, as of December 31, 2008, the
Company has an operating loss of $3,192,887, an accumulated deficit of
approximately $12,880,000, working capital deficit of approximately $4,750,000
and was also in default on its CAMOFI and CAMHZN debt.  These factors,
among others, raise substantial doubt about the Company’s ability to continue as
a going concern.  Management’s plans regarding these matters are also
described in Note 1 to the consolidated financial statements included in the
Company’s Annual Report on Form 10-K for the year ended December 31,
2008.  The accompanying consolidated financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.




As
discussed in Note 14 to the accompanying consolidated financial statements,
subsequent to May 15, 2008, and after the Company had filed its Annual
Report  on  Form  10-KSB  for  the  years  ended
December 31, 2007 and 2006, management determined that the accounting for the
2006 CAMOFI convertible notes incorrectly did not record separate derivative
liabilities for the conversion option and warrants issued. These
corrections resulted in changes to net income (loss) available to shareholders,
total liabilities, and stockholders’ deficit (equity) as more fully described in
Note 14.




/s/
SQUAR, MILNER, PETERSON, MIRANDA & WILLIAMSON, LLP





May 20,
2009


Newport
Beach, California




F-2


NEW
CENTURY COMPANIES, INC. AND SUBSIDIARIES
 CONSOLIDATED
BALANCE SHEETS
 December
31, 2009 and December 31, 2008
 
 December
      31,
                2009
              
              
              December
      31,
                2008ASSETSCurrent
      assets:Cash
              
              $
              157,633
              
              
              $
              31,889Contract
      receivables, net of allowance of $24,000 and $0 for December 31, 2009 and
      2008, respectively
              
              
              71,120
              
              
              
              237,787Inventories
              
              
              284,339
              
              
              
              564,022Costs
      and estimated earnings in excess of billings on uncompleted
      contracts
              
              
              5,725
              
              
              
              416,664Deferred
      financing costs, current portion
              
              
              150,251
              
              
              
              252,305Prepaid
      expenses and other current assets
              
              
              7,738
              
              
              
              168,668Total
      current assets
              
              
              676,806
              
              
              
              1,671,335Property
      and equipment, net
              
              
              716,864
              
              
              
              186,906Goodwill
              
              
              2,359,121
              
              
              
              -Intangible
      assets, net
              
              
              1,446,429
              
              
              
              -Deferred
      financing costs, long-term portion
              
              
              92,338
              
              
              
              233,702Other
      assets
              
              
              151,790
              
              
              
              -$
              5,443,348
              
              
              $
              2,091,943LIABILITIES
      AND STOCKHOLDERS’ DEFICITCurrent
      liabilities:Bank
      overdraft
              
              $
              7,515
              
              
              $
              15,329Accounts
      payable and accrued liabilities
              
              
              3,856,316
              
              
              
              1,417,464Derivative
      liability
              
              
              48,378
              
              
              
              1,975,298Dividends
      payable
              
              
              204,600
              
              
              
              459,275Billings
      in excess of costs and estimated earnings on uncompleted
      contracts
              
              
              149,849
              
              
              
              1,388,348Current
      portion of capital lease obligations
              
              
              752,957
              
              
              
              27,874Loan
      payable and accrued interest, net of discount of $10,003
              
              
              145,563
              
              
              
              -Notes
      payable and accrued interest
              
              
              115,544
              
              
              
              -Notes
      payable to related parties and accrued interest
              
              
              545,356
              
              
              
              -12%
      Convertible notes payable and accrued interest, net of discount of
      $753,619 and $2,089,443 at December 31, 2009 and 2008,
      respectively
              
              
              2,514,582
              
              
              
              737,83815%
      Convertible notes payable and accrued interest, net of discount of
      $596,545 and $350,090 at December 31, 2009 and 2008,
      respectively
              
              
              1,827,031
              
              
              
              399,910Total
      current liabilities
              
              
              10,167,691
              
              
              
              6,421,336Long-term
      liabilities:Capital
      lease obligation, net of current portion
              
              
              -
              
              
              
              9,804Total
      liabilities
              
              
              10,167,691
              
              
              
              6,431,140Commitments
      and contingenciesStockholders’
      deficit:Cumulative,
      convertible, Series B preferred stock, $1 par value, 15,000,000 shares
      authorized, no shares issued and outstanding (liquidation preference of
      $25 per share)
              
              
              -
              
              
              
              -Cumulative,
      convertible, Series C preferred stock, $1 par value, 75,000 shares
      authorized, 26,880 shares issued and outstanding (liquidation preference
      of $672,000 and $925,000 at December 31, 2009 and 2008,
      respectively)
              
              
              26,880
              
              
              
              26,880Cumulative,
      convertible, Series D preferred stock, $25 par value, 75,000 shares
      authorized, 11,640 shares issued and outstanding (liquidation preference
      of $495,600 and $456,000 at December 31, 2009 and 2008,
      respectively)
              
              
              291,000
              
              
              
              291,000Common
      stock, $0.10 par value, 250,000,000 shares authorized; issued and
      outstanding 22,430,211 and 15,344,654 shares at December 31, 2009 and
      2008, respectively
              
              
              2,243,022
              
              
              
              1,534,466
 Deferred
      equity compensation
                
                
                (29,169
                )
                
                
                (101,667
                )Notes
      receivable from stockholders
                
                
                (584,691
                )
                
                
                (564,928
                )Additional
      paid-in capital
                
                
                20,167,283
                
                
                
                7,355,007Accumulated
      deficit
                
                
                (26,838,668
                )
                
                
                (12,879,955
                )Total
      stockholders’ deficit
                
                
                (4,724,343
                )
                
                
                (4,339,197
                )$
                5,443,348
                
                
                $
                2,091,943
  See
accompanying notes to the consolidated financial
statements
 F-3
  NEW
CENTURY COMPANIES, INC. AND SUBSIDIARIES
 CONSOLIDATED
STATEMENTS OF OPERATIONS
 For The
Years Ended December 31, 2009 and 2008
 
 2009
                
                
                2008Contract
      revenues
                
                $
                3,726,431
                
                
                $
                4,822,026Cost
      of sales
                
                
                3,794,136
                
                
                
                5,498,196Gross
      loss
                
                
                (67,705
                )
                
                
                (676,170
                )Operating
      expenses:Consulting
      and other compensation
                
                
                886,722
                
                
                
                601,440Salaries
      and related
                
                
                538,483
                
                
                
                837,147Selling,
      general and administrative
                
                
                948,911
                
                
                
                1,078,130Total
      operating expenses
                
                
                2,374,116
                
                
                
                2,516,717Operating
      loss
                
                
                (2,441,821
                )
                
                
                (3,192,887
                )Other
      income (expenses):Gain
      on write-off of accounts payable
                
                
                21,899
                
                
                
                66,194Gain
      on forgiveness of debt
                
                
                -
                
                
                
                2,872,133Loss
      on disposal of assets
                
                
                (253,303
                )
                
                
                -(Loss)
      gain on valuation of derivative liabilities
                
                
                (7,426,840
                )
                
                
                4,168,415Interest
      income
                
                
                19,763
                
                
                
                19,763Interest
      expense
                
                
                (4,834,631
                )
                
                
                (1,749,026
                )Total
      other income (expenses)
                
                
                (12,473,112
                )
                
                
                5,377,479(Loss)
      income before provision for income taxes
                
                
                (14,914,933
                )
                
                
                2,184,592Provision
      for income taxes
                
                
                (5,929
                )
                
                
                (3,200
                )Net
      (loss) income
                
                $
                (14,920,862
                )
                
                $
                2,181,392Preferred
      stock dividends
                
                
                254,675
                
                
                
                (82,550
                )Net
      (loss) income applicable to common stockholders
                
                $
                (14,666,187
                )
                
                $
                2,098,842Basic
      net (loss) income available to common stockholders per common
      share
                
                $
                (0.87
                )
                
                $
                0.14Diluted
      net (loss) income available to common stockholders per common
      share
                
                $
                (0.87
                )
                
                $
                0.05Basic
      weighted average common shares outstanding
                
                
                16,767,495
                
                
                
                14,696,227Diluted
      weighted average common shares outstanding
                
                
                16,767,495
                
                
                
                62,101,547
  See
accompanying notes to the consolidated financial statements
 
 F-4
  NEW
CENTURY COMPANIES, INC. AND SUBSIDIARY
 CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ DEFICIT
 For The
Years Ended December 31, 2009 and 2008
 
 Preferred
      Stock,
                      Series
      C
                    
                    Preferred
      Stock,
                      Series
      D
                    
                    
                    Common
      Stock
                    
                    
                    Additional
      Paid-in
                    
                    
                    Notes
      Receivable From
                    
                    
                    Deferred
                    
                    
                    Subscriptions
                    
                    
                    Accumulated
                    
                    
                    Total
      Stockholders’Shares
                    
                    
                    Amount
                    
                    
                    Shares
                    
                    
                    Amount
                    
                    
                    Shares
                    
                    
                    Amount
                    
                    
                    Capital
                    
                    
                    Stockholders
                    
                    
                    Compensation
                    
                    
                    Receivable
                    
                    
                    Deficit
                    
                    
                    DeficitBalance,
      December 31, 2007 (restated)
                    
                    26,880
                    
                    
                    $
                    26,880
                    
                    
                    11,640
                    
                    
                    $
                    291,000
                    
                    
                    13,744,654
                    
                    
                    $
                    1,374,466
                    
                    
                    $
                    7,743,743
                    
                    
                    $
                    (545,165
                    )
                    
                    $
                    (334,921
                    )
                    
                    $
                    (462,500
                    )
                    
                    $
                    (14,978,797
                    )
                    
                    $
                    (6,885,294
                    )Issuance
      of common stock for consulting services
                    
                    -
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    875,000
                    
                    
                    
                    87,500
                    
                    
                    
                    41,500
                    
                    
                    
                    -
                    
                    
                    
                    (93,000
                    )
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    36,000Issuance
      of stock for penalties due on convertible notes
                    
                    -
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    725,000
                    
                    
                    
                    72,500
                    
                    
                    
                    7,250
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    79,750Change
      in fair value of deferred compensation
                    
                    -
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (10,000
                    )
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (10,000
                    )Deferred
      comp – ISOP granted 10/8/08 and vested 50% 12/08
                    
                    -
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    35,014
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    35,014Amortization
      of deferred compensation
                    
                    -
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    326,254
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    326,254Cumulated
      preferred dividends
                    
                    -
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (82,550
                    )
                    
                    
                    (82,550
                    )Write
      off of uncollectible receivable
                    
                    -
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (462,500
                    )
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    462,500
                    
                    
                    
                    -
                    
                    
                    
                    -Interest
      on notes receivable
                    
                    -
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (19,763
                    )
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (19,763
                    )Net
      income
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    2,181,392
                    
                    
                    
                    2,181,392Balance,
      December 31, 2008
                    
                    26,880
                    
                    
                    
                    26,880
                    
                    
                    11,640
                    
                    
                    
                    291,000
                    
                    
                    15,344,654
                    
                    
                    
                    1,534,466
                    
                    
                    
                    7,355,007
                    
                    
                    
                    (564,928
                    )
                    
                    
                    (101,667
                    )
                    
                    
                    -
                    
                    
                    
                    (12,879,955
                    )
                    
                    
                    (4,339,197
                    )Issuance
      of common stock for consulting services
                    
                    -
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    900,000
                    
                    
                    
                    90,000
                    
                    
                    
                    72,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    162,000Issuance
      of common stock in connection with acquisition
                    
                    -
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    5,000,000
                    
                    
                    
                    500,000
                    
                    
                    
                    400,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    900,000Issuance
      of warrant in connection with acquisition
                    
                    -
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    540,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    540,000Cashless
      exercise of options and warrants
                    
                    -
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    1,280,619
                    
                    
                    
                    128,062
                    
                    
                    
                    (35,662
                    )
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    92,400Reclassification
      of non-employee options and warrants to derivative
      liabilities
                    
                    -
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (836,998
                    )
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    707,474
                    
                    
                    
                    (129,524
                    )Reclassification
      of non-employee options and warrants to equity
                    
                    -
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    147,556
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    147,556Reconciliation
      of outstanding common stock
                    
                    -
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    (95,062
                    )
                    
                    
                    (9,506
                    )
                    
                    
                    9,506
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Reclassification
      of derivative liabilities upon exercise
    of warrants
                    
                    -
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    212,069
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    212,069Reclassification
      of derivative liabilities to equity upon effectively fixing
      conversion feature and warrant price
                    
                    -
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    11,938,285
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    11,938,285Stock
      based compensation
                    
                    -
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    365,520
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    365,520Amortization
      of deferred compensation
                    
                    -
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    72,498
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    72,498Cumulative
      preferred dividends
                    
                    -
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    254,675
                    
                    
                    
                    254,675Interest
      on notes receivable
                    
                    -
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (19,763
                    )
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (19,763
                    )Net
      loss
                    
                    -
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (14,920,862
                    )
                    
                    
                    (14,920,862
                    )Balance,
      December 31, 2009
                    
                    26,880
                    
                    
                    $
                    26,880
                    
                    
                    11,640
                    
                    
                    $
                    291,000
                    
                    
                    22,430,211
                    
                    
                    $
                    2,243,022
                    
                    
                    $
                    20,167,283
                    
                    
                    $
                    (584,691
                    )
                    
                    $
                    (29,169
                    )
                    
                    $
                    -
                    
                    
                    $
                    (26,838,668
                    )
                    
                    $
                    (4,724,343
                    )
  See
accompanying notes to the consolidated financial statements
 
 F-5
  NEW
CENTURY COMPANIES, INC. AND SUBSIDIARIES
 CONSOLIDATED
STATEMENTS OF CASH FLOWS
 For The
Years Ended December 31, 2009 and 2008
 
 2009
                
                
                2008Cash
      flows from operating activities:Net
      (loss) income
                
                $
                (14,920,862
                )
                
                $
                2,181,392Adjustments
      to reconcile net (loss) income to net cash used in by operating
      activities:Depreciation
      and amortization
                
                
                208,068
                
                
                
                82,186Bad
      debt recovery
                
                
                -
                
                
                
                (2,741
                )Gain
      on write-off of accounts payable
                
                
                (21,899
                )
                
                
                (66,194
                )Gain
      on forgiveness of debt
                
                
                -
                
                
                
                (2,872,133
                )Loss
      on disposal of assets
                
                
                253,303
                
                
                
                -Amortization
      of deferred financing cost
                
                
                398,638
                
                
                
                296,268Amortization
      of stock-based consulting fees and employee compensation
                
                
                72,498
                
                
                
                233,254Amortization
      of debt discount
                
                
                3,763,992
                
                
                
                1,280,067Estimated
      fair value of common stock issued for consulting services and exercise of
      warrants
                
                
                254,400
                
                
                
                162,355Estimated
      fair value of options issued to employees and consultants
                
                
                365,520
                
                
                
                35,014Loss
      (gain) on valuation of derivative liabilities
                
                
                7,426,840
                
                
                
                (4,168,415
                )Interest
      accrued on notes receivable from stockholders
                
                
                (19,763
                )
                
                
                (19,763
                )Warrants
      issued in connection with debt extension
                
                
                80,000
                
                
                
                -Changes
      in operating assets and liabilities, net of acquisition:Contracts
      receivable
                
                
                211,273
                
                
                
                203,830Inventories
                
                
                279,683
                
                
                
                322,085Costs
      and estimated earnings in excess of billings on uncompleted
      contracts
                
                
                410,939
                
                
                
                154,133Prepaid
      expenses and other current assets
                
                
                161,380
                
                
                
                (154,485
                )Other
      assets
                
                
                (151,790
                )
                
                
                -Accounts
      payable and accrued liabilities
                
                
                1,188,469
                
                
                
                334,932Billings
      in excess of costs and estimated earnings on uncompleted
      contracts
                
                
                (1,238,499
                )
                
                
                1,300,323Net
      cash used in operating activities
                
                
                (1,277,810
                )
                
                
                (697,892
                )Cash
      flows from investing activities:Purchases
      of property and equipment
                
                
                (6,698
                )
                
                
                -Proceeds
      received from acquisition
                
                
                772
                
                
                
                -Net
      cash used in investing activities
                
                
                (5,926
                )
                
                
                -Cash
      flows from financing activities:Bank
      overdraft
                
                
                (7,814
                )
                
                
                (3,633
                )Proceeds
      from issuance of convertible notes payable
                
                
                1,353,000
                
                
                
                600,000Proceeds
      from issuance of loan payable
                
                
                150,000
                
                
                
                -Principal
      payments on notes payable to related parties
                
                
                (10,679
                )
                
                
                -Principal
      payments on notes payable and capital leases
                
                
                (75,027
                )
                
                
                (148,315
                )Net
      cash provided by financing activities
                
                
                1,409,480
                
                
                
                448,052Net
      increase (decrease) in cash
                
                
                125,744
                
                
                
                (249,840
                )Cash
      at beginning of year
                
                
                31,889
                
                
                
                281,729Cash
      at end of year
                
                $
                157,633
                
                
                $
                31,889Supplemental
      schedule of cash flow information:Interest
      paid
                
                $
                10,443
                
                
                $
                -Income
      taxes paid
                
                $
                5,929
                
                
                $
                -
 Supplemental
      disclosure of non-cash financing and investing activities:Accrued
      cumulative dividends on preferred stock
                
                $
                54,575
                
                
                $
                82,550Reversal
      of accrued dividends on preferred stock
                
                $
                (309,250
                )
                
                $
                -Reclassification
      of accrued interest and penalties to notes payable
                
                $
                -
                
                
                $
                1,178,806Reclassification
      of derivative liabilities to additional paid-in capital upon exercise of
      warrants
                
                $
                212,069
                
                
                $
                -Cumulative
      effect to accumulated deficit due to reclassification of non-employee
      options and warrants to derivative liability
                
                $
                707,474
                
                
                $
                -Reclassification
      of the estimated fair value of non-employee options and warrants to
      derivative liability
                
                $
                129,524
                
                
                $
                -Reclassification
      of the estimated fair value of non-employee options and warrants from
      derivative liability to additional paid-in capital
                
                $
                147,556
                
                
                $
                -Reclassification
      of the estimated fair value of embedded conversion feature and warrants
      from derivative liability to additional paid-in capital
                
                $
                11,938,285
                
                
                $
                -Cashless
      exercise of stock options and warrants
                
                $
                70,138
                
                
                $
                -Debt
      discount recorded on convertible notes payable, net of financing
      costs
                
                $
                1,088,695
                
                
                $
                -Debt
      discount recorded on notes payable
                
                $
                108,101
                
                
                $
                -Reconciliation
      of outstanding common stock
                
                $
                9,506
                
                
                $
                -Estimated
      fair value of common stock issued in connection with
      acquisition
                
                $
                900,000
                
                
                $
                -Estimated
      fair value of warrant issued in connection with
acquisition
                
                $
                540,000
                
                
                $
                -Note
      payable to related party issued in connection with
    acquisition
                
                $
                500,000
                
                
                $
                -Stock
      and warrants issued for financing costs
                
                $
                -
                
                
                $
                36,000CAMHZN
      non-cash debt modification
                
                $
                -
                
                
                $
                150,000Derivative
      liabilities from 15% CAMHZN note
                
                $
                -
                
                
                $
                442,219Derivative
      liabilities from amended 12% CAMOFI note
                
                $
                -
                
                
                $
                2,773,598
  See
accompanying notes to the consolidated financial statements
  F-6




1.
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Organization
and Nature of Operations





New
Century Companies, Inc., a Delaware corporation (“New Century”), was
incorporated in Delaware on August 1, 1980. Its wholly owned subsidiary, New
Century Remanufacturing Inc., a California corporation, was incorporated in
March 1996 and is located in Southern California. On October 9, 2009, New
Century entered into a share exchange agreement with Precision Aerostructures,
Inc. (“PAI”) pursuant to which the sole shareholder of PAI agreed to transfer
all capital stock of PAI to New Century (see Note 4).  Collectively,
New Century and its wholly owned subsidiaries are referred to as the
“Company”.  The Company provides after-market services, including
rebuilding, retrofitting and remanufacturing of metal cutting
machinery.  Once completed, a remanufactured machine is “like new”
with state-of-the-art computers and the cost to the Company’s customer is
substantially less than the price of a new machine.  Through PAI, the
Company is also a world class supplier of complex structural airframe machined
components and assemblies for commercial and military aircraft builders in the
United States and around the world. PAI specializes in engineering and
manufacturing of precision computerized numerical control (“CNC”) machined
multiaxis structural aircraft components.





New
Century currently sells its services by direct sales and through a network of
machinery dealers across the United States.  Its customers are
generally medium to large sized manufacturing companies in various industries
where metal cutting is an integral part of their business.  New
Century grants credit to its customers who are predominantly located in the
western United States.





New
Century trades on the Over-the-Counter Bulletin Board under the symbol
“NCNC.”





Principles
of Consolidation





The
consolidated financial statements include the accounts of New Century Companies,
Inc. and its wholly owned subsidiaries, New Century Remanufacturing, Inc. and
PAI.  All significant intercompany accounts and transactions have been
eliminated in consolidation.





Segments
of an Enterprise and Related Information





The
Company has adopted the authoritative guidance for disclosures about segments of
an enterprise and related information. The guidance requires the Company to
report information about segments of its business in annual financial statements
and requires it to report selected segment information in its quarterly reports
issued to stockholders.  The guidance also requires entity-wide
disclosures about the products and services an entity provides, the material
countries in which it holds assets and reports revenues and its major customers.
The Company’s two reportable segments are managed separately based on
fundamental differences in their operations.  At December 31, 2009,
the Company operated in the following two reportable segments (see Note
13):





(a) CNC
machine tool remanufacturing and




(b)
Multiaxis structural aircraft components.





The
Company evaluates performance and allocates resources based upon operating
income. The accounting policies of the reportable segments are the same as those
described in this summary of significant accounting policies.





Going
Concern





The
accompanying consolidated financial statements have been prepared assuming the
Company will continue as a going concern, which contemplates, among other
things, the realization of assets and satisfaction of liabilities in the normal
course of business. As of December 31, 2009, the Company has an operating loss
of $2,441,821, an accumulated deficit of approximately $26,839,000, working
capital deficit of approximately $9,491,000 and had events of default on its
CAMOFI and CAMHZN debt (see Note 6).   These factors raise
substantial doubt about the Company's ability to continue as a going concern.
The Company intends to fund operations through anticipated increased sales which
management believes may be insufficient to fund its capital expenditures,
working capital and other cash requirements for the year ending December 31,
2009. Therefore, the Company will be required to seek additional funds to
finance its long-term operations in the form of debt and equity financing which
the Company believes is available to it.  The successful outcome of
future activities cannot be determined at this time and there is no assurance
that if achieved, the Company will have sufficient funds to execute its intended
business plan or generate positive operating results.




In
response to these problems, management has taken the following
actions:





·
            continued
      its aggressive program for selling its products;·
            continued
      to implement plans to further reduce operating costs;
  and·
            is
      seeking investment capital through the public and private
      markets.





The
consolidated financial statements do not include any adjustments to the carrying
amounts related to recoverability and classification of assets or the amount and
classification of liabilities that might result should the Company be unable to
continue as a going concern.





Basis
of Presentation





The
accompanying consolidated financial statements are prepared in accordance with
accounting principles generally accepted in the United States of America
(“GAAP”).




F-7




Use
of Estimates





In the
opinion of management, the accompanying consolidated balance sheets and related
consolidated statements of operations, cash flows and stockholders’ deficit
include all adjustments, consisting only of normal recurring items, necessary
for their fair presentation in conformity with GAAP.  The preparation
of financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the consolidated financial statements, and the reported amounts of revenues
and expenses during the reporting periods.  Significant estimates made
by management are, among others, deferred tax asset valuation allowances,
realization of inventories, collectibility of receivables, recoverability of
long-lived assets, accrued warranty costs, payroll and income tax penalties, the
valuation of conversion options, stock options and warrants and the estimation
of costs for long-term construction contracts.  Actual results could
differ from those estimates.





Concentrations
of Credit Risks





Cash is
maintained at various financial institutions. The Federal Deposit Insurance
Corporation (“FDIC”) insures accounts at each financial institution for up to
$250,000.  At times, cash may be in excess of the FDIC insured
limit.  The Company did not have any uninsured bank balances at
December 31, 2009 and 2008.  The Company has not experienced any
losses in such accounts and believes it is not exposed to any significant credit
risks on cash.





The
Company sells products to customers throughout the United States. The Company’s
ability to collect receivables is affected by economic fluctuations in the
geographic areas served by the Company.  Although the Company does not
obtain collateral with which to secure its contract receivable, management
periodically reviews contracts receivable and assesses the financial strength of
its customers and, as a consequence, believes that the receivable credit risk
exposure could, at times, be material to the consolidated financial
statements.




The
Company maintains an allowance for doubtful accounts for balances that appear to
have specific collection issues. The collection process is based on the age of
the invoice and requires attempted contacts with the customer at specified
intervals. If, after a specified number of days, the Company has been
unsuccessful in its collection efforts, a bad debt allowance is recorded for the
balance in question. Delinquent accounts receivable are charged against the
allowance for doubtful accounts once uncollectibility has been determined. The
factors considered in reaching this determination are the apparent financial
condition of the customer and the Company’s success in contacting and
negotiating with the customer. If the financial condition of the Company’s
customers were to deteriorate, resulting in an impairment of ability to make
payments, additional allowances may be required.




During
the year ended December 31, 2009, sales to five customers approximated 65% of
net sales.  Further, there were three customers that accounted for 77%
of receivables.





During
the year ended December 31, 2008, sales to three customers accounted for
approximately 38% of net sales, 16%, 14% and 8%
respectively.  Further, there were two customers that accounted for
76% of receivables, the customer that accounted for 16% of sales also accounted
for 40% of the receivables at December 31, 2008. Another customer accounted for
36% of receivables but was not in the top three largest customers for the year.
No other single customer had net sales of more than 10% of total net sales for
the year ended December 31, 2008.





Management
reviews the collectibility of receivables periodically and believes that the
allowance for doubtful accounts for year ended December 31, 2009 and 2008 is
adequate. The allowance for doubtful accounts was $0 and $24,000 for the years
ended December 31, 2009 and 2008, respectively.





F-8




Risks
and Uncertainties





The
Company operates in industries that are subject to intense
competition.  The Company's operations are subject to significant
risks and uncertainties including financial, operational, technological and
other risks associated with operating a business including the potential risk of
business failure.





Cash
and Cash Equivalents





The
Company considers all highly liquid fixed income investments with maturities of
three months or less at the time of purchase, to be cash equivalents. The
Company had no cash equivalents at December 31, 2009 and 2008.





Inventories





Inventories
are stated at the lower of cost or net realizable value.  Cost is
determined under the first-in, first-out method.  Inventories
represent cost of work in process on units not yet under
contract.  Cost includes all direct material and labor, machinery,
subcontractors and allocations of indirect overhead.  At each balance
sheet date, the Company evaluates its ending inventories for excess quantities
and obsolescence. Among other factors, the Company considers historical demand
and forecasted demand in relation to the inventory on hand and market conditions
when determining obsolescence and net realizable value. Provisions are made to
reduce excess or obsolete inventories to their estimated net realizable values.
Once established, write-downs are considered permanent adjustments to the cost
basis of the excess or obsolete inventories.  As of December 31, 2009,
the net realizable value of inventories consist of $112,124 of work-in-process
and $172,215 of finished goods.  The Company had inventory reserves
approximating $533,000 at December 31, 2008.  The following is a
detail of the inventories as of December 31, 2008:





At
            
            Inventory
      Cost
              (thousands)
            
            
            Direct
              Labor
              (thousands)
            
            
            Direct
      Material
              (thousands)
            
            
            Subcontractors
              (thousands)
            
            
            Allocation
      or Indirect Overhead
              (thousands)12/31/2008
            
            $
            1,097
            
            
            $
            107
            
            
            $
            568
            
            
            $
            45
            
            
            $
            377





Property
and Equipment





Property
and equipment are recorded at cost and are depreciated using the straight-line
method over the estimated useful lives of the related assets ranging from three
to five years.  Equipment under capital leases are depreciated over
the shorter of the estimated useful life or the term of the
lease.  Maintenance and repairs are charged to expense as
incurred.  Significant renewals and betterments are capitalized. At
the time of retirement or other disposition of property and equipment, the cost
and related accumulated depreciation are removed from the accounts and any
resulting gain or loss is reflected in the consolidated statement of operations.
For the years ended December 31, 2009 and 2008, the Company incurred
depreciation expense of approximately $155,000 and $82,000,
respectively.





F-9





Business
Combinations and Intangible Assets Including Goodwill





Business
combinations are accounted for using the purchase method of accounting and
accordingly, the assets and liabilities of the acquired entities are recorded at
their estimated fair values at the acquisition date.  Goodwill
represents the excess of the purchase price over the fair value of net assets,
including the amount assigned to identifiable intangible
assets.  Obtaining information needed to finalize the fair value of
the acquired assets and liabilities takes time and frequently occurs over
several quarters.  Accordingly, it is common for initial fair value
estimates to be subsequently revised.  The results of operations of
acquired businesses are included in the Company’s consolidated financial
statements from the acquisition date.





Identifiable
intangible assets with finite lives are amortized on a straight-line basis over
their estimated useful lives.  They are reviewed for impairment if
indicators of potential impairment exist.  Goodwill is tested for
impairment on an annual basis.





Impairment
of Other Long-Lived Assets





The
Company evaluates other long-lived assets held and used by the Company for
impairment whenever events or changes in circumstances indicate that their net
book value may not be recoverable.  When such factors and
circumstances exist, the Company compares the projected undiscounted future cash
flows associated with the related asset or group of assets over their estimated
useful lives against their respective carrying amount. Impairment, if any, is
based on the excess of the carrying amount over the fair value, based on market
value when available, or discounted expected cash flows, of those assets and is
recorded in the period in which the determination is made. The Company's
management believes there is no impairment of long-lived assets as of December
31, 2009. There can be no assurance, however, that market conditions will not
change or demand for the Company's products will continue, which could result in
future impairment of long-lived assets.





Revenue
Recognition




The
Company's revenues consist primarily of contracts with customers. The Company
uses the percentage-of-completion method of accounting to account for long-term
contracts pursuant to U.S. accounting standards, and, therefore, takes into
account the cost, estimated earnings and revenue to date on fixed-fee contracts
not yet completed. The percentage-of-completion method is used because
management considers total cost to be the best available measure of progress on
the contracts. Because of inherent uncertainties in estimating costs, it is at
least reasonably possible that the estimates used will change within the near
term.




F-10




For
contracts, the amount of revenue recognized at the consolidated financial
statement date is the portion of the total contract price that the cost expended
to date bears to the anticipated final cost, based on current estimates of cost
to complete. Contract costs include all materials, direct labor, machinery,
subcontract costs and allocations of indirect overhead.





Because
contracts may extend over a period of time, changes in job performance, changes
in job conditions and revisions of estimates of cost and earnings during the
course of the work are reflected in the accounting period in which the facts
that require the revision become known. At the time a loss on a contract becomes
known, the entire amount of the estimated ultimate loss is recognized in the
consolidated financial statements.





Contracts
that are substantially complete are considered closed for financial statement
purposes. Costs incurred and revenue earned on contracts in progress in excess
of billings (under billings) are classified as a current asset. Amounts billed
in excess of costs and revenue earned (over billings) are classified as a
current liability.





For
revenues from stock inventory the Company follows U.S accounting standards,
which outline the basic criteria that must be met to recognize revenue other
than revenue on contacts, and provides guidance for presentation of this revenue
and for disclosure related to these revenue recognition policies in financial
statements filed with the Securities and Exchange Commission
(“SEC”).





The
Company accounts for shipping and handling fees and costs in accordance with U.S
accounting standards. Shipping and handling fees and costs incurred by the
Company are immaterial to the operations of the Company and are included in cost
of sales.





In
accordance with U.S. accounting standards, revenue is recorded net of an
estimate for markdowns and price concessions. Such reserve is based on
management's evaluation of historical experience, current industry trends and
estimated costs. As of December 31, 2009, the Company estimated the markdowns
and price concessions and concluded amounts are immaterial and did not record
any adjustment to revenues.





F-11




Warranty





The
Company provides a warranty on certain products sold.  Estimated
future warranty obligations related to certain products and services are
provided by charges to operations in the period in which the related revenue is
recognized.  At December 31, 2009 and 2008, the warranty
obligation balance was approximately $137,000 and $50,000,
respectively.  Amounts charged to warranty expense in the accompanying
consolidated statements of operations was approximately $153,000 and
$147,000 for the years ended December 31, 2009 and 2008,
respectively.





Advertising





The
Company expenses the cost of advertising when incurred as selling expense in the
accompanying consolidated statements of operations.  Advertising
expenses were approximately $3,000 and $0 for the years ended December 31, 2009
and 2008, respectively.





Research
and Development Costs





Research
and development costs are expensed as incurred.  During the years
ended December 31, 2009 and 2008, the Company did not incur any research and
development costs.





Income
Taxes




The
Company records deferred tax assets and liabilities on its consolidated balance
sheets to reflect the future tax consequences of events that have been
recognized in the Company’s consolidated financial statements or tax returns.
Measurement of the deferred items is based on enacted tax laws. In the event the
future consequences of differences between financial reporting bases and tax
bases of the Company’s assets and liabilities result in a deferred tax
asset,.  The Company is required to perform an evaluation of the
probability of being able to realize the future benefits indicated by such
assets. A valuation allowance related to a deferred tax asset is recorded when
it is more likely than not that some portion or all of the deferred tax asset
will not be realized. A full valuation allowance for deferred tax assets has
been provided at December 31, 2009 and 2008. The valuation allowance
approximates $13,540,000 and $6,929,000 as of December 31, 2009 and 2008,
respectively. See Note 8 for additional information.





Basic
and Diluted Loss (Income) Per Common Share





Basic net
(loss) income per share is computed by dividing net (loss) income by the
weighted average number of common shares outstanding for the period. Diluted net
(loss) income per share is computed by dividing net (loss) income by the
weighted average number of common shares and dilutive common stock equivalents
outstanding for each respective year.





Common stock equivalents, representing
convertible Preferred Stock, convertible debt, options and warrants totaling
approximately 141,347,000 shares at December 31, 2009 are not included in the
diluted loss per share as they would be anti-dilutive.





Common
stock equivalents, representing convertible Preferred Stock, convertible debt,
options and warrants totaling approximately 62,101,548 shares at
December 31, 2008 are included in the diluted income per share
(see Note 10).




F-12




Stock
Based Compensation




The
Company uses the fair value method of accounting for employee stock compensation
cost. Share-based compensation cost is measured at the grant date based on the
fair value of the award and is recognized as expense on a straight-line basis
over the requisite service period, which is the vesting period. The Company had
no equity incentive awards granted prior to January 1, 2006 that were not yet
vested.  For the years ended December 31, 2009 and 2008, share-based
compensation expense of $365,520 and $35,014 was recognized in consulting and
other compensation in the accompanying consolidated statements of
operations.





From time
to time, the Company's Board of Directors grants common share purchase options
or warrants to selected directors, officers, employees, consultants and advisors
in payment of goods or services provided by such persons on a stand-alone basis
outside of any of the Company's formal stock plans. The terms of these grants
are individually negotiated and generally expire within five years from the
grant date.





Under the
terms of the Company's 2000 Stock Option Plan, options to purchase an aggregate
of 5,000,000 shares of common stock may be issued to officers, key employees and
consultants of the Company. The exercise price of any option generally may not
be less than the fair market value of the shares on the date of grant. The term
of each option generally may not be more than five years.




F-13




In
accordance with U.S. accounting standards, the Company’s policy is to adjust
share-based compensation on a quarterly basis for changes to the estimate of
expected award forfeitures based on actual forfeiture experience.





The fair
value of stock-based awards to employees and directors is calculated using the
Black-Scholes option pricing model, even though the model was developed to
estimate the fair value of freely tradable, fully transferable options without
vesting restriction, which differ significantly from the Company's stock
options. The Black-Scholes model also requires subjective assumptions regarding
future stock price volatility and expected time to exercise, which greatly
affect the calculated values. The expected term of options granted is derived
from historical data on employee exercises and post-vesting employment
termination behavior. The risk-free rate selected to value any particular grant
is based on the U.S. Treasury rate that corresponds to the pricing term of the
grant effective as of the date of the grant. The expected volatility is based on
the historical volatility of the Company’s common stock. These factors could
change in the future, affecting the determination of stock-based compensation
expense in future periods.




The
Company accounts for transactions involving services provided by third parties
where the Company issues equity instruments as part of the total consideration
using the fair value of the consideration received (i.e. the value of the goods
or services) or the fair value of the equity instruments issued, whichever is
more reliably measurable. In transactions when the value of the goods and/or
services are not readily determinable, the fair value of the equity instruments
is more reliably measurable and the counterparty receives equity instruments in
full or partial settlement of the transactions, the Company uses the following
methodology:





a) For
transactions where goods have already been delivered or services rendered, the
equity instruments are issued on or about the date the performance is complete
(and valued on the date of issuance).





b) For
transactions where the instruments are issued on a fully vested, non-forfeitable
basis, the equity instruments are valued on or about the date of the
contract.





c) For
any transactions not meeting the criteria in (a) or (b) above, the Company
re-measures the consideration at each reporting date based on its then current
stock value.





From time
to time, the Company issues warrants to employees and to third parties pursuant
to various agreements, which are not approved by the shareholders.




Deferred
Financing Costs




Direct
costs of securing debt financing are capitalized and amortized over the term of
the related debt. When a loan is paid in full, any unamortized financing costs
are removed from the related accounts and charged to operations. During the
years ended December 31, 2009 and 2008, the Company amortized approximately
$399,000 and $296,000, respectively, of deferred financing costs to interest
expense.





F-14




Fair
Value Measurements





U.S.
accounting standards require disclosure of a fair-value hierarchy of inputs the
Company uses to value an asset or a liability. The three levels of the
fair-value hierarchy are described as follows:





Level 1:
Quoted prices (unadjusted) in active markets for identical assets and
liabilities. For the Company, Level 1 inputs include quoted prices on the
Company’s securities that are actively traded.





Level 2:
Inputs other than Level 1 that are observable, either directly or indirectly.
For the Company, Level 2 inputs include assumptions such as estimated life, risk
free rate and volatility estimates used in determining the fair values of the
Company’s option and warrant securities issued.





Level 3:
Unobservable inputs for the asset or liability. Beginning January 1, 2009, Level
3 inputs may be required for the determination of fair value associated with
certain nonrecurring measurements of nonfinancial assets and liabilities. The
Company does not currently present any nonfinancial assets or liabilities at
fair value.





Determining
which category an asset or liability falls within the hierarchy requires
significant judgment. The Company evaluates its hierarchy disclosures each
quarter.  Liabilities measured at fair value on a recurring basis are
summarized as follows:





Level
      1
              
              
              Level
      2
              
              
              Level
      3
              
              
              December
      31,
                2009Fair
      value of derivative liability
              
              $
              -
              
              
              $
              -
              
              
              $
              48,378
              
              
              $
              48,378Total
              
              $
              -
              
              
              $
              -
              
              
              $
              48,378
              
              
              $
              48,378


The
Company has no assets that are measured at fair value on a recurring basis.
There were no assets or liabilities measured at fair value on a non-recurring
basis during the year ended December 31, 2009.





Accounting
for Derivative Instruments





In
connection with the issuance of certain convertible notes payable (see Note 6),
the notes had conversion features that the Company determined were embedded
derivative instruments. The accounting treatment of derivative financial
instruments requires that the Company record the derivatives and related
warrants at their fair values as of the inception date of the note agreements
and at fair value as of each subsequent balance sheet date. During the third
quarter of 2009, as a result of entering into the 2009 debenture agreements and
subsequent 2009 amendments, the Company did not have a sufficient number of
authorized shares to settle outstanding and exercisable options, warrants, and
convertible instruments. Therefore, the Company was required to reclassify all
non-employee options and warrants as derivative liabilities and record them at
their fair values.  The non-employee warrants and stock options were
initially valued at $836,998 and recorded as additional paid-in
capital.  The $707,474 difference between the derivative liability of
$129,524 and the $836,998 amount recorded in additional paid-in capital was
recorded as a cumulative retained earnings adjustment.  On December
22, 2009, the Company amended Article IV of their Certificate of
Incorporation, to increase the shares of common stock that are authorized for
issuance by 200,000,000 shares, bringing the total number of common shares
authorized for issuance to 250,000,000 (see Note 9).  The Company
reclassified all non-employee options and fixed-price warrants recorded as
derivative liabilities to equity at their then fair values because there were
sufficient authorized shares to settle outstanding options, warrants and
convertible instruments.  Upon valuation at December 22, 2009, the
fair value of the non-employee options and fixed-price warrants was $147,556
which was recorded as additional paid-in capital.  The change from the
initial derivative liability valuation of $104,395 was recorded as a loss on
valuation of derivative liabilities in the accompanying consolidated statement
of operations.





For all
of the derivative instruments, any change in fair value is recorded as
non-operating, non-cash income or expense at each balance sheet date. If the
fair value of the derivatives was higher at the subsequent balance sheet date,
the Company recorded a non-operating, non-cash charge. If the fair value of the
derivatives was lower at the subsequent balance sheet date, the Company recorded
non-operating, non-cash income.





As
discussed in Note 6, effective December 31, 2009, CAMOFI and CAMHZN removed the
variability of the conversion feature of their notes, fixing the conversion
price at the then conversion price of $0.04 per share.  In addition,
CAMOFI and CAMHZN also removed the variability of the exercise price of their
outstanding warrants.  As a result, the fair values of the variable
conversion feature ($11,190,904) of the notes and the related warrants
($747,381) were reclassified to additional paid-in capital on December 31,
2009.





During
the years ended December 31, 2009 and 2008, the Company recognized other income
(expense) of $(7,426,840) and $4,168,415, respectively, related to recording
derivative liabilities at fair value.  At December 31, 2009 and 2008,
the derivative liability balance was $48,378 and $1,975,298,
respectively.





F-15




Warrant-related
and conversion-related derivatives were valued using the Black-Scholes Option
Pricing Model with the following assumptions during the year ended December 31,
2009: dividend yield of 0%; volatility ranging from 177% to 669% and risk free
interest rates ranging from 0.16% to 3.39%.





The
following table summarizes the activity related to the derivative liability
during the year ended December 31, 2009:




Derivative
      liability – December 31, 2008
              
              $
              1,975,298Derivative
      liability added for reclassification from accrued
    liabilities
              
              
              50,000Derivative
      liability added for warrants issued in connection with debt
      modification
              
              
              80,000Derivative
      liability added for convertible debt issued
              
              
              2,684,626Derivative
      liability added for reclassification of warrants from
    equity
              
              
              129,524Derivative
      liability reduced for reclassification of warrants to
    equity
              
              
              (147,556
              )Derivative
      liability reduced for warrants exercised and reclassified to additional
      paid-in capital
              
              
              (212,069
              )Derivative
      liability reduced for reclassification of conversion feature of notes and
      relatedwarrants
      to equity
              
              
              (11,938,285
              )Change
      in fair value of derivative liability
              
              
              7,426,840Total
      derivative liability – December 31, 2009
              
              $
              48,378




F-16





Subsequent
Events





The
Company has evaluated subsequent events through the filing date of this Form
10-K, and determined that no subsequent events have occurred that would require
recognition in the consolidated financial statements or disclosure in the notes
thereto other than as discussed in the accompanying notes.





Significant
Recent Accounting Pronouncements





In the
third quarter of 2009, the Financial Accounting Standards Board (“FASB”) issued
the FASB Accounting Standards Codification (the “Codification”). The
Codification is the source of authoritative accounting principles recognized by
the FASB to be applied by nongovernmental entities in preparation of financial
statements in conformity with GAAP. All accounting guidance that is not included
in the Codification will be considered to be non-authoritative. The FASB will
issue Accounting Standard Updates (“ASUs”), which will serve only to update the
Codification, provide background information about the guidance and provide the
basis for conclusions on changes in the Codification. ASUs are not authoritative
in their own right. The Codification does not change GAAP and did not have an
effect on the Company’s financial position or results of
operations.





In
January 2010, the FASB issued an update to its accounting guidance regarding
fair value measurement and disclosure. The guidance affects the disclosures made
about recurring and non-recurring fair value measurements. This guidance is
effective for annual reporting periods beginning after December 15, 2009, except
for the disclosures about purchases, sales, issuances and settlements in the
roll forward of activity in Level 3 fair value measurements. Those disclosures
are effective for fiscal years beginning after December 15, 2010. Early adoption
is permitted. The Company is currently evaluating the impact that this guidance
will have on its consolidated financial statements.





Other
recent accounting pronouncements issued by the FASB (including its Emerging
Issues Task Force), the AICPA, and the SEC did not or are not believed by
management to have a material impact on the Company’s present or future
consolidated financial statements.





2.
CONTRACTS IN PROGRESS





Contracts
in progress which include completed contracts not completely billed approximate
the following as of December 31, 2009 and 2008:




December
      31,
              
              
              December
      31,2009
              
              
              2008Cumulative
      costs to date
              
              $
              3,166,000
              
              
              $
              6,756,000Cumulative
      gross profit to date
              
              
              2,611,000
              
              
              
              5,768,000Cumulative
      revenue earned
              
              
              5,777,000
              
              
              
              12,524,000Less
      progress billings to date
              
              
              (5,921,000
              )
              
              
              (13,495,000
              )Net
      (over)/under billings
              
              $
              (144,000
              )
              
              $
              (971,000
              )


The
following approximate amounts are included in the accompanying consolidated
balance sheets under these captions as of December 31, 2009 and
2008:





December
      31,
                
                
                December
      31,2009
                
                
                2008Costs
      and estimated earnings in excess of billings on uncompleted
      contracts
                
                $
                6,000
                
                
                $
                417,000Billings
      in excess of costs and estimated earnings on uncompleted
      contracts
                
                
                (150,000
                )
                
                
                (1,388,000
                )Net
      over billings
                
                $
                (144,000
                )
                
                $
                (971,000
                )




F-17




3.
PROPERTY AND EQUIPMENT





Property
and equipment approximate the following at December 31, 2009 and
2008:




December
      31,
              
              
              December
      31,2009
              
              
              2008Machinery
      and equipment
              
              $
              1,265,000
              
              
              $
              907,000Leased
      vehicles
              
              
              181,000
              
              
              
              109,000Computer
      equipment
              
              
              36,000
              
              
              
              20,000Furniture
      and fixtures
              
              
              5,000
              
              
              
              4,0001,487,000
              
              
              
              1,040,000Less
      accumulated depreciation and amortization
              
              
              (770,000
              )
              
              
              (853,000
              )$
              717,000
              
              
              $
              187,000




Assets
under capital leases are comprised of equipment purchases aggregating to
$834,000 and $109,000 at December 31, 2009 and 2008,
respectively.  Depreciation expense recorded for these assets under
capital leases amounted to $81,670 and $21,835 for the years ended December 31,
2009 and 2008, respectively.




F-18




4.
ACQUISITION OF PRECISION AEROSTRUCTURES, INC





On
October 9, 2009, the Company entered into a Share Exchange Agreement (the “Share
Exchange Agreement”) with PAI and Michael Cabral (“Cabral”) pursuant to which
Cabral, as the sole shareholder of PAI, agreed to transfer to the Company, and
the Company agreed to acquire from Cabral, all of the capital stock of PAI (the
“PAI Shares”) in exchange for 5,000,000 shares of the Company’s common stock
(the “NCCI shares”) with an acquisition-date fair value of $900,000 and the
delivery of promissory note of the Company (the “Note”) in the principal amount
of $500,000 payable from the proceeds of any equity financing with gross
proceeds of at least $2,000,000 provided that the investors in such financing
permit the proceeds thereof  to be used for such purpose (see Note
12).





Additionally,
at such time (the “Vesting Date”) as the cumulative net income of PAI is at
least $3,000,000 for the period commencing on January 1, 2010 and ending on
October 9, 2012 the Company will issue to Cabral warrants (“Warrants”) to
purchase 3,000,000 shares of Company common stock.  The Warrants will
be for a term of the earlier of three years from the Vesting Date or January 1,
2014, and shall have an exercise price of $0.10 per share.  The
Warrant vests immediately on the Vesting Date and the estimated acquisition-date
fair value of the Warrants was $540,000 (based on the Black-Scholes option
pricing model).





The
Company acquired PAI to position itself for growth in the aerospace business,
which is projected to grow at a 5% compounded annual rate for the next 20
years.  PAI complements the Company’s machining capabilities in an
industry that shows more growth in comparison to machine tooling.





The terms
of the purchase were the result of arms-length negotiations.  There is no
material relationship between the Company, on the one hand, and PAI or Cabral,
on the other hand.





The
purchase price has been determined as follows:




Common
      stock
              
              $
              900,000Promissory
      note
              
              
              500,000Warrants
      to purchase 3,000,000 shares at $0.10 per share
              
              
              540,000$
              1,940,000




The
following represents an allocation of the purchase price over the
acquisition-date fair value of the acquired assets and liabilities of PAI as of
October 1, 2009, the effective date of the acquisition:




Cash
              
              $
              772Accounts
      receivable
              
              
              44,606Prepaid
      expenses and other current assets
              
              
              450Deferred
      financing costs
              
              
              10,220Property
      and equipment
              
              
              931,060Accounts
      payable and accrued expenses
              
              
              (1,961,453
              )Capital
      lease obligations
              
              
              (772,380
              )Notes
      payable to related parties
              
              
              (49,785
              )Notes
      payable and accrued interest
              
              
              (122,611
              )Net
      tangible liabilities assumed
              
              
              (1,919,121
              )Identifiable
      intangibles:Customer
      relationships
              
              
              1,500,000Deferred
      tax liability
              
              
              -Goodwill
              
              
              2,359,121$
              1,940,000
  F-19
  The
Company recorded approximately $5,000 in acquisition-related costs which was
included in selling, general and administrative in the accompanying consolidated
statements of operations.   The fair values assigned to
identifiable intangible assets acquired were based on estimates and assumptions
determined by management.  The fair values of the customer
relationships were determined using an income approach.  The amount of
goodwill deductible for income tax purposes approximates
$0.  Following the acquisition, the Company is reporting PAI's results
of operations as a new segment.





The pro
forma combined historical results, as if PAI had been acquired as of January 1,
2009 and 2008, are estimated as follows (unaudited):




Year
      EndedDecember
      31,
              
              
              December
      31,2009
              
              
              2008Net
      sales
              
              $
              4,431,291
              
              
              $
              8,225,099Net
      loss
              
              $
              (15,101,622
              )
              
              $
              (463,861
              )Weighted
      average common share outstanding:Basic
      and diluted
              
              
              20,630,509
              
              
              
              19,696,227Loss
      per share:Basic
      and diluted
              
              $
              (0.73
              )
              
              $
              (0.02
              )




The pro
forma information has been prepared for comparative purposes only and does not
purport to be indicative of what would have occurred had the acquisition
actually been made at such date, nor is it necessarily indicative of future
operating results.




5. 
GOODWILL AND OTHER INTANGIBLE ASSETS




Goodwill
represents the excess of acquisition cost over the net assets acquired in a
business combination and is not amortized.  The Company allocates its
goodwill to its various reporting units, determines the carrying value of those
businesses, and estimates the fair value of the reporting units so that a
two-step goodwill impairment test can be performed.  In the first step of
the goodwill impairment test, the fair value of each reporting unit is compared
to its carrying value.  Management reviews, on an annual basis, the
carrying value of goodwill in order to determine whether impairment has
occurred.  Impairment is based on several factors including the Company's
projection of future undiscounted operating cash flows. If an impairment of the
carrying value were to be indicated by this review, the Company would perform
the second step of the goodwill impairment test in order to determine the amount
of goodwill impairment, if any.




The
changes in the carrying amount of goodwill for the year ended December 31, 2009
are as follows:




Balance,
      January 1, 2009
              
              $
              -Goodwill
      of PAI acquired (see Note 4)
              
              
              2,359,121Balance,
      December 31, 2009
              
              $
              2,359,121




The
Company performed an impairment test on goodwill as of December 31, 2009. 
Based on its analysis as of December 31, 2009, the Company's management believes
there is no impairment of its goodwill.  There can be no assurance,
however, that market conditions will not change or demand for the Company's
products or services will continue, which could result in impairment of goodwill
in the future.




Identifiable
intangibles acquired in connection with business acquisitions are recorded at
their respective fair values.  Deferred income taxes have been recorded to
the extent of differences between the fair value and the tax basis of the assets
acquired and liabilities assumed.




Other
intangible assets consist of the following as of December 31,
2009:




Estimated
                Useful
      Life (Years)
              
              Gross Carrying
                Amount
              
              
              Accumulated
                Amortization
              
              
              Net
      Carrying
                AmountCustomer
      relationships
              
              Seven
              
              $
              1,500,000
              
              
              $
              (53,571
              )
              
              $
              1,446,429




Amortization
of other intangible assets was $53,571 for the year ended December 31,
2009.




The
estimated amortization expense for the next five years
approximates:




For
      The Years Ending December 31,2010
              
              $
              214,0002011
              
              
              214,0002012
              
              
              214,0002013
              
              
              214,0002014
              
              
              214,000Thereafter
              
              
              376,000$
              1,446,000




F-20




6.
CONVERTIBLE NOTES PAYABLE





CAMOFI
and CAMHZN 12% and 15% Senior Secured Convertible Debt





On
February 28, 2006, the Company issued a 12% Senior Secured Convertible
Promissory Note (“CAMOFI Note”) to CAMOFI Master LDC (“CAMOFI”) in the amount of
$3,500,000 and was due February 20, 2009.  The CAMOFI Note contained
an anti-dilution provision concerning convertibility that reduces the conversion
price for any and all equity or convertible equity instruments issued that have
a conversion price less than the CAMOFI Note (“anti-dilution provision”).
Consequently the variable conversion feature does not allow the CAMOFI Note to
be considered conventional convertible debt.  In accordance with the
FASB Accounting Standards Codification ("ASC") Topic 815, Derivatives & Hedging
(“ASC Topic 815”), the embedded conversion option is required to be treated as a
derivative and separated from the contract. Further, the CAMOFI Note also
contains a buy-in provision for conversion shares which could require a net cash
settlement. The convertibility and buy-in provisions required that the
conversion option be classified as a liability. The conversion option was valued
at $3,502,664 on February 26, 2006 and recorded as a liability.





The
conversion option was marked-to-market on a quarterly basis and the resulting
change in fair value of the liability was recorded as a gain or loss upon
valuation in the consolidated statement of operations.  For the period
ended June 26, 2008, the Company recorded on the valuation a gain of $1,667,074
which is included in (loss) / gain on valuation of derivative liabilities in the
accompanying consolidated statement of operations. The initial conversion option
fair value is also treated as a discount to the CAMOFI Note and is amortized
over the life of the Note. As of June 26, 2008, $1,094,311 was amortized to
interest expense in the accompanying consolidated statements of
operations.





Amendment
to CAMOFI Notes





As of
June 26, 2008 an aggregate of $3,800,890 principal, interest and penalties were
due under the note.




Pursuant
to a letter agreement dated June 26, 2008 (the “Letter Agreement”) between the
Company and CAMOFI, CAMOFI agreed to waive certain penalties and default
interest which had been accrued under the transaction documents previously
entered into with CAMOFI, including the CAMOFI Note in the original principal
amount of $3,500,000, Security Agreement, an Amended and Restated Registration
Rights Agreement, and a Subsidiary Guaranty. The waiver is subject to the
Company’s performance of its obligations under the Letter Agreement and the
execution of further documentation to be prepared in connection with the Letter
Agreement. Pursuant to the Letter Agreement, the Company issued an amended and
restated Note (the “CAMOFI Amended Note”) in the principal amount of $2,950,000
with a new maturity date of August 1, 2010. The note is secured by all of the
assets of the Company.





Additionally,
under the Letter Agreement, the Company issued 725,000 shares of common stock
and 725,000 five year warrants with an exercise price of $0.10 per share and
725,000 five year warrants with an exercise price of $0.20 share (See “Stock
Purchase Warrants Issued and Cancelled in Connection with the CAMOFI Note”
below). Commencing on August 1, 2008, and continuing thereafter on the first
business day of every month for the next twenty-four months, the Company has the
obligation to pay to CAMOFI the amount of $70,000, allocated first to the
payment of interest and second to the payment of principal on the CAMOFI Amended
Note. On or before August 1, 2010, the Company shall pay to CAMOFI all amounts
still outstanding under the Amended Note, whether of principal, interest or
otherwise.





F-21




The
transaction for the exchange of the CAMOFI Amended Note for the original CAMOFI
Note is treated as an extinguishment of debt.  ASC Topic 470, Debt (“ASC Topic 470”),
requires that an exchange of debt with substantially different terms is an
extinguishment of debt and should be accounted for in accordance with ASC Topic
860, Transfers and Servicing(“ASC Topic 860”).  ASC Topic 860 permits derecognition of the
liability if and only if it has been extinguished if the debtor pays the
creditor and is relieved of its obligation or the debtor is legally released
from being the primary obligor under the liability either judicially or by the
creditor.  Per the Amended CAMOFI Note and the Letter Agreement dated
June 26, 2008, the Company has been released from its obligation under the
original 12% Convertible Note Agreement. In accordance with ASC Topic 470, the
Company evaluated the change in cash flows and determined there was a greater
than 10% change and therefore treatment as debt extinguishment was
applicable.  A gain on extinguishment of $2,872,133 was recorded on
June 26, 2008 primarily due to the extinguishment of accrued penalties and
interest of $850,000 and extinguishment of the warrant and conversion option
derivative liabilities of $347,460.





The
CAMOFI Amended Note contained the same anti-dilution provision and buy-in
features which were present in the CAMOFI Note and therefore the embedded
conversion option is treated as a derivative liability and separated from the
contract. The liability was valued at $2,535,393 on June 26, 2008. The Black
Scholes model was used and the assumptions were: $0.11 closing stock price,
$0.10 exercise price, 2.21% risk free rate, 163.91% volatility and no
dividends.





As
discussed in Note 1, CAMOFI removed the anti-dilution provision effective
December 31, 2009.  Prior to removing the feature, the conversion
price decreased to $0.04 and $0.07 at December 31, 2009 and 2008,
respectively.  As of December 31, 2009 and 2008, the fair value of the
conversion option derivative liability was determined to be $6,242,938 and
$1,515,634, respectively.  As a result of the removal of the
anti-dilution provision, the fair value of the conversion option was
reclassified from derivative liability to additional paid-in
capital.





For the
year ended December 31, 2009, the Company recorded a change in the fair value of
the derivative liability that resulted in a loss of $4,727,304, which is
included in (loss) / gain on valuation of derivative liabilities in the
accompanying consolidated statements of operations. The initial conversion
option value is also treated as a discount to the CAMOFI Amended Note and is
amortized over the life of the Note. For the year ended December 31, 2009 and
period June 26, 2008 to December 31, 2008, $1,216,989 and $625,397,
respectively, was amortized to interest expense in the accompanying consolidated
statements of operations. As of December 31, 2009, the unamortized balance of
debt discount for the conversion option is approximately $693,000.





Stock
Purchase Warrants Issued and Cancelled in Connection with the CAMOFI
Note




In
February 2006, the Company granted warrants in connection with the issuance of
the CAMOFI Note.  The warrants have an exercise feature that is the
same as the anti-dilution provision in the CAMOFI Note and also has the buy-in
feature (See, “CAMOFI Master LDC (“CAMOFI”) Debt”). Consequently, the warrants
are also treated as derivative liabilities. The fair value of the warrants in
February 2006 was $2,190,000.





For the
period ended June 26, 2008, the Company recorded on the valuation a gain of
$1,043,112 which is included in (loss) / gain on valuation of derivative
liabilities in the accompanying consolidated statement of operations. The
initial warrant liability fair value is also treated as a discount to the CAMOFI
Note and is amortized over the life of the Note. As of June 26, 2008, $503,784
was amortized to interest expense in the accompanying consolidated statements of
operations.





Amendment
to CAMOFI Note and Warrants





As part
of the June 26, 2008 amendment to the CAMOFI Note, CAMOFI cancelled 3,476,190
warrants with a term of five years, which were issued on February 28, 2006 with
an exercise price at issuance of $0.63 per share and 1,500,000 warrants dated
December 19, 2006 with an exercise price at issuance of $0.35 per share. The
fair value of such warrants on June 26, 2008 was approximately $530,000, based
on the Black-Scholes pricing model and was recorded as gain on forgiveness
of debt in the accompanying consolidated statement of
operations.  Further, the Company issued 725,000 warrants exercisable
at $0.10 per share and 725,000 warrants exercisable at $0.20 per share. The new
warrants contained the anti-dilution and buy-in provisions of the original
warrants and thus were also derivative liabilities. The value of the warrants on
June 26, 2008 was $158,455. The Black Scholes model was used and the assumptions
were: $0.11 closing stock price, $0.10 exercise price, 2.21% risk free rate,
187.01% volatility and no dividends.




F-22




As
discussed in Note 1, CAMOFI removed the anti-dilution provision effective
December 31, 2009.  Prior to removing the feature, the exercise price
decreased to $0.04 and $0.07 at December 31, 2009 and 2008,
respectively.  The decrease in the exercise price adjusted the total
warrants to 5,625,000 and 3,214,286 at December 31, 2009 and 2008,
respectively.  As of December 31, 2009 and 2008, the fair value of the
warrant derivative liability was determined to be $493,780 and $151,400,
respectively.  As a result of the removal of the anti-dilution
provision, the fair value of the warrants was reclassified from derivative
liability to additional paid-in capital.





For the
year ended December 31, 2009, the Company recorded a change in the fair value of
the derivative liability that resulted in a loss of $437,686, which is included
in (loss) / gain on valuation of derivative liabilities in the accompanying
consolidated statements of operations. The initial warrant liability fair
value was also treated as a discount to the CAMOFI Amended Note and was
amortized over the life of the Note. For the years ended December 31, 2009 and
December 31, 2008, $80,555 and $39,086, respectively, was amortized to interest
expense in the accompanying consolidated statements of operations. As of
December 31, 2009, the unamortized balance of debt discount for the warrants
issued is approximately $39,000.





Stock
Issued in Connection with the restructuring of CAMOFI Note





In
connection with the Letter Agreement dated June 26, 2008, the Company issued to
CAMOFI 725,000 shares of common stock. The common shares were valued at $79,750
at issuance date, when the closing price was of $0.11 per share. This has been
accounted for as a discount to the note and an increase in common stock and
APIC. The discount amount from the shares is amortized to interest expense over
the remaining life of the Notes.  Approximately $38,000 and $20,000 of
debt discount was amortized during the years ended December 31, 2009 and 2008,
respectively. As of December 31, 2009, the unamortized balance of debt discount
for the stock issued is approximately $22,000.





For the
year ended December 31, 2008, $122,719 of principal payments were made on the
CAMOFI Note. As of December 31, 2009 and 2008, the principal balance is
approximately $2,834,000 and $2,827,000, respectively, which is presented in the
accompanying consolidated balances net of unamortized debt discounts totaling
approximately $754,000 and $2,089,443, respectively.





CAMHZN
Master LDC (“CAMHZN”) Convertible Debt




On August
8, 2008, the Company issued a 15% Senior Secured Convertible Promissory Note
(“CAMHZN Note”) to CAMHZN Master LDC (“CAMHZN”) in the principal amount of
$600,000, with a maturity date of August 1, 2010, and a conversion price of
$0.07. The note is secured by all of the assets of the Company.





Additionally,
the Company granted 1,000,000 seven year warrants with an exercise price of
$0.07 to CAMHZN Master LDC (“CAMHZN Warrants”).





The
CAMHZN Note contains the same anti-dilution provision and buy-in features which
are present in the CAMOFI Note and therefore the embedded conversion option is
treated as a derivative liability and separated from the
contract.  The liability was valued at $380,463 on August 8, 2008. The
Black Scholes model was used and the assumptions were: $0.062 closing stock
price, $0.07 exercise price, 4.04% risk free rate, 216% volatility and no
dividends.





As
discussed in Note 1, CAMHZN removed the anti-dilution provision effective
December 31, 2009.  Prior to removing the feature, the conversion
price decreased to $0.04 at December 31, 2009.  As of December 31,
2009, the fair value of the conversion option derivative liability was
determined to be $1,656,080.  As a result of the removal of the
anti-dilution provision, the fair value of the conversion option was
reclassified from derivative liability to additional paid-in
capital.





For the
year ended December 31, 2009, the Company recorded a change in the fair value of
the derivative liability that resulted in a loss of $1,347,816, which is
included in (loss) / gain on valuation of derivative liabilities in the
accompanying consolidated statements of operations. The initial conversion
option value was also treated as a discount to the CAMHZN Amended Note and is
amortized over the life of the Note.  For the years ended December 31,
2009 and 2008, $190,232 and $79,263, respectively, was amortized to interest
expense in the accompanying consolidated statements of operations.




F-23




Stock
Purchase Warrants Issued in connection with CAMHZN Convertible Note
Payable




The
CAMHZN Warrants have an exercise feature that is the same as the anti-dilution
provision in the CAMOFI Warrants and CAMOFI Note and also has the buy-in feature
(See, “CAMOFI Master LDC (“CAMOFI”) Debt”). Consequently, the warrants are also
treated as derivative liabilities. The fair value of the warrants as of August
8, 2008 was $61,756.  The fair value of the warrants was determined
based on the Black-Scholes pricing model using the following
assumptions:  closing stock price $0.07 per share, exercise price of
$0.07 estimated life 7 years, risk free rate 4.04% and volatility
216%.





As
discussed in Note 1, CAMHZN removed the anti-dilution provision effective
December 31, 2009.  Prior to removing the feature, the exercise price
decreased to $0.04 at December 31, 2009.  The decrease in the exercise
price adjusted the total warrants to 1,750,000 at December 31,
2009.  The Company reclassified the fair value of the warrant at
December 31, 2008 from accrued liabilities to derivative liability during the
current year.  As of December 31, 2009, the fair value of the warrant
derivative liability was determined to be $153,601.  As a result of
the removal of the anti-dilution provision, the fair value of the warrants was
reclassified from derivative liability to additional paid-in
capital.





For the
year ended December 31, 2009, the Company recorded a change in the fair value of
the derivative liability that resulted in a loss of $134,001, which is included
in (loss) / gain on valuation of derivative liabilities in the accompanying
consolidated statements of operations.





The
initial CAMHZN Warrants derivative liability represents a discount from the face
amount of the notes payable. Such discounts are amortized to interest expense
over the term of the note. During the years ended December 31, 2009 and 2008,
the Company amortized approximately $33,000 and $13,000, respectively, to
interest expense in the accompanying consolidated statements of
operations.





Amendment
to the Warrant Agreement





On
December 30, 2008, the Company entered into an amended agreement with the
warrant holder, CAMHZN Master LDC, whereby the warrant holder agreed to waive
its Registration Rights for a fee of $150,000. Such fee was added to the
outstanding balance of the 15% Convertible Promissory Note. The Company recorded
the $150,000 as deferred financing fees and is amortizing it over the remaining
maturity of the CAMHZN Note.  During the year ended December 31, 2009
and 2008, the Company amortized $94,737 and $0, respectively to interest expense
in the accompanying consolidated statements of operations.





As of
December 31, 2009, the principal balance of the CAMHZN Note is $750,000, which
is presented in the accompanying consolidated balances sheets net of unamortized
debt discount of approximately $127,000.





As of
December 31, 2008, the principal balance of the CAMHZN Note is $701,000, which
is presented net of unamortized debt discount of approximately $49,000,
respectively.





During
the year ended December 31, 2009, the Company amortized $46,151 in deferred
financing fees related to the CAMOFI and CAMHZN notes to interest expense in the
accompanying consolidated statements of operations.





The last
monthly contractual payment on the CAMOFI note was made in October 2008 and no
payments have made on the CAMHZN Note which were scheduled to begin on September
1, 2008.  As a result, these are events of default under the terms of
the agreement. Under the terms of the agreement, if any event of default occurs,
the full principal amount of the note, together with interest and other amounts
owing in respect thereof, to the date of acceleration shall become, at the note
holder’s election, immediately due and payable in cash. The note holders
have yet to elect to exercise the following provision.




F-24




CAMOFI
AND CAMHZN Senior Secured Convertible Debt 83.42857% of face
amount.





On
February 18, 2009, the Company entered into an agreement with CAMOFI for the
issuance of a Senior Secured Convertible Note for $701,200 (the “February CAMOFI
Note”), maturing on August 18, 2009. The Note can be converted at $0.07 per
share at any time during the term of the convertible note, subject to certain
anti-dilution adjustments. The note is secured by all of the assets of the
Company.





On
February 18, 2009, the Company entered into an agreement with CAMHZN for the
issuance of a Senior Secured Convertible Note for $173,800 (the “February CAMHZN
Note”) maturing on August 18, 2009. The Note can be converted at $0.07 per share
at any time during the term of the convertible note, subject to certain
anti-dilution adjustments. The note is secured by all of the assets of the
Company.





Per ASC
Topic 815, the conversion option is a derivative liability. The Company recorded
at issuance a $384,460 derivative liability for the February CAMOFI Note, and a
$95,292 derivative liability for the February CAMHZN Note.





The
Company recorded deferred financing costs at issuance of $116,200 on the
February CAMOFI Note and $28,800 on the February CAMHZN Note for the difference
between the face amount of the notes and the net proceeds received. In addition,
the discounts resulting from the conversion options of $384,460 on the February
CAMOFI Note and $95,292 on the February CAMHZN Note were amortized to interest
expense ratably over the life of the Notes.





For the
year ended December 31, 2009, the Company recorded amortization expense on the
conversion option and issuance costs of $384,460 and $116,200, respectively, on
the February CAMOFI Note and $95,292 and $28,800, respectively, on the February
CAMHZN Note.




On August
18, 2009, The Company entered into an amendment (the "2009 Amendment") of the
February CAMOFI Note and February CAMZHN Note. Pursuant to the 2009 Amendment,
the notes were amended as follows:




(a) The
maturity dates were extended to August 1, 2010.




(b) The
conversion price of the notes was reset to $0.04 per share.




In
consideration for the 2009 Amendment, the Company issued 800,000 and 200,000
seven year warrants with an exercise price of $0.000001 per share to CAMOFI and
CAMZHN, respectively.  This issuance was not considered an
anti-dilution event, therefore no conversion or exercise price adjustments were
effected.  The Company recorded on August 18, 2009 a derivative
liability of $64,000 for the CAMOFI warrants and $16,000 for the CAMZHN warrants
and recorded an equivalent amount of expense, which is recorded in the
accompanying consolidated statements of operations.  At December 31, 2009
the fair value was $80,000 for the CAMOFI warrants and $20,000 for the CAMZHN
warrants.





At
December 31, 2009 the fair values of the conversion features were $1,535,618 for
the February CAMOFI Note and $380,619 for the February CAMHZN
Note.





As
discussed in Note 1, CAMOFI and CAMHZN removed the anti-dilution provisions of
the conversion option of the notes and the exercise price of the warrants
effective December 31, 2009.  As a result of the removal of the
anti-dilution provisions, the fair values of the conversion options and warrants
were reclassified from derivative liability to additional paid-in
capital.





For the
year ended December 31, 2009, the Company recorded a change in the fair value of
the warrants derivative liability that resulted in a loss of $16,000 and $4,000
for the CAMOFI and CAMZHN warrants, respectively.





For the
year ended December 31, 2009, the Company recorded a change in the fair value of
the conversion options derivative liability that resulted in a loss of
$1,151,158 and $285,327 for the February CAMOFI and CAMHZN notes,
respectively.





The
change in fair values of the derivative instruments are included in (loss) /
gain on valuation of derivative liabilities in the accompanying consolidated
statements of operations.





F-25




July
17, 2009 CAMOFI AND CAMHZN 15% Senior Secured Convertible Debt





On July
17, 2009, the Company entered into an agreement with CAMOFI for the issuance of
a Senior Secured Convertible Note for $50,400 (the “July CAMOFI Note”), maturing
on August 1, 2010. The July CAMOFI Note can be converted at $0.04 per share at
any time during the term of the convertible note, subject to certain
anti-dilution adjustments. The note is secured by all of the assets of the
Company.




On July
17, 2009, the Company entered into an agreement with CAMHZN for the issuance of
a Senior Secured Convertible Note for $12,600 (the “July CAMZHN Note”) maturing
on August 1, 2010. The July CAMZHN Note can be converted at $0.04 per share at
any time during the term of the convertible note, subject to certain
anti-dilution adjustments.




Per ASC
Topic 815, the conversion options of the July CAMOFI and CAMZHN notes were
derivative liabilities. The Company recorded at issuance a $39,154 derivative
liability for the July CAMOFI Note, and a $9,789 derivative liability for the
July CAMHZN Note and corresponding debt discounts of $39,154 and $9,789,
respectively.  At December 31, 2009 the fair value of the conversion
features were $111,289 and $27,822 for the July CAMOFI Note and CAMHZN Note,
respectively.





As
discussed in Note 1, CAMOFI and CAMHZN removed the anti-dilution provisions of
the conversion option of the notes effective December 31, 2009.  As a
result of the removal of the anti-dilution provisions, the fair values of the
conversion options were reclassified from derivative liability to additional
paid-in capital.





For the
year ended December 31, 2009, the Company recorded a change in the fair value of
the conversion options derivative liability that resulted in a loss of $72,135
and $18,033 for the July CAMOFI and CAMHZN notes, respectively. The change in
fair values of the derivative instruments are included in (loss) / gain on
valuation of derivative liabilities in the accompanying consolidated statements
of operations.




The
discounts are amortized into interest expense ratably over the life of the
Notes. For the year ended December 31, 2009, the Company recorded amortization
expense on the conversion option of $17,219 and $4,307 on the July CAMOFI Note
and CAMHZN Note, respectively.





September
25, 2009 CAMOFI AND CAMHZN 15% Senior Secured Convertible Debt





On
September 25, 2009, the Company entered into an agreement with CAMOFI for the
issuance of a Senior Secured Convertible Note for $48,000 (the “September CAMOFI
Note”), maturing on August 1, 2010. The September CAMOFI Note can be converted
at $0.04 per share at any time during the term of the convertible note, subject
to certain anti-dilution adjustments. The note is secured by all of the assets
of the Company.




On
September 25, 2009, the Company entered into an agreement with CAMHZN for the
issuance of a Senior Secured Convertible Note for $12,000 (the “September CAMZHN
Note”) maturing on August 1, 2010. The September CAMZHN Note can be converted at
$0.04 per share at any time during the term of the convertible note, subject to
certain anti-dilution adjustments.




Per ASC
Topic 815, the conversion options of the September CAMOFI and CAMZHN notes were
derivative liabilities. The Company recorded at issuance a $245,736 derivative
liability for the September CAMOFI Note, and a $61,434 derivative liability for
the September CAMHZN Note and debt discounts of $48,000 and $12,000,
respectively, and the remaining $241,170 recorded as interest expense upon
issuance. At December 31, 2009 the fair value of the conversion features were
$105,989 and $26,497 for the September CAMOFI Note and CAMHZN Note,
respectively.





As
discussed in Note 1, CAMOFI and CAMHZN removed the anti-dilution provisions of
the conversion option of the notes effective December 31, 2009.  As a
result of the removal of the anti-dilution provisions, the fair values of the
conversion options were reclassified from derivative liability to additional
paid-in capital.





For the
year ended December 31, 2009, the Company recorded a change in the fair value of
the conversion options derivative liability that resulted in a gain of $139,747
and $34,937 for the September CAMOFI and CAMHZN notes, respectively. The change
in fair values of the derivative instruments are included in (loss) / gain on
valuation of derivative liabilities in the accompanying consolidated statements
of operations.





The
discounts will be amortized into interest expense ratably over the life of the
Notes. For the year ended December 31, 2009, the Company recorded amortization
expense on the conversion option of $14,400 and $3,600 on the September CAMOFI
Note and CAMHZN Note, respectively.





F-26




October
9, 2009 CAMOFI AND CAMHZN 15% Senior Secured Convertible Debt





On
October 9, 2009, the Company entered into an agreement with CAMOFI for the
issuance of a Senior Secured Convertible Note for $200,000 (the “October CAMOFI
Note”), maturing on August 1, 2010. The October CAMOFI Note can be converted at
$0.04 per share at any time during the term of the convertible note, subject to
certain anti-dilution adjustments. The note is secured by all of the assets of
the Company.




On
October 9, 2009, the Company entered into an agreement with CAMHZN for the
issuance of a Senior Secured Convertible Note for $50,000 (the “October CAMZHN
Note”) maturing on August 1, 2010. The October CAMZHN Note can be converted at
$0.04 per share at any time during the term of the convertible note, subject to
certain anti-dilution adjustments.




Per ASC
Topic 815, the conversion options of the October CAMOFI and CAMZHN notes were
derivative liabilities. The Company recorded at issuance a $848,934 derivative
liability for the October CAMOFI Note, and a $212,233 derivative liability for
the October CAMHZN Note, and debt discounts of $200,000 and $50,000,
respectively, and the remaining $811,167 recorded as interest expense upon
issuance. At December 31, 2009 the fair value of the conversion features were
$441,621 and $110,405 for the October CAMOFI Note and CAMHZN Note,
respectively.





As
discussed in Note 1, CAMOFI and CAMHZN removed the anti-dilution provisions of
the conversion option of the notes effective December 31, 2009.  As a
result of the removal of the anti-dilution provisions, the fair values of the
conversion options were reclassified from derivative liability to additional
paid-in capital.





For the
year ended December 31, 2009, the Company recorded a change in the fair value of
the conversion options derivative liability that resulted in a gain of $407,313
and $101,828 for the October CAMOFI and CAMHZN notes, respectively. The change
in fair values of the derivative instruments are included in (loss) / gain on
valuation of derivative liabilities in the accompanying consolidated statements
of operations.





The
discounts will be amortized into interest expense ratably over the life of the
Notes. For the year ended December 31, 2009, the Company recorded amortization
expense on the conversion option of $60,000 and $15,000 on the October CAMOFI
Note and CAMHZN Note, respectively.





December
22, 2009 CAMOFI AND CAMHZN 15% Senior Secured Convertible Debt





On
December 22, 2009, the Company entered into an agreement with CAMOFI for the
issuance of a Senior Secured Convertible Note for $200,000 (the “December CAMOFI
Note”), maturing on August 1, 2010. The December CAMOFI Note can be converted at
$0.04 per share at any time during the term of the convertible note, subject to
certain anti-dilution adjustments. The note is secured by all of the assets of
the Company.




On
December 22, 2009, the Company entered into an agreement with CAMHZN for the
issuance of a Senior Secured Convertible Note for $50,000 (the “December CAMZHN
Note”) maturing on August 1, 2010. The December CAMZHN Note can be converted at
$0.04 per share at any time during the term of the convertible note, subject to
certain anti-dilution adjustments.




Per ASC
Topic 815, the conversion options of the December CAMOFI and CAMZHN notes were
derivative liabilities. The Company recorded at issuance a $546,613 derivative
liability for the December CAMOFI Note, and a $132,880 derivative liability for
the December CAMHZN Note, and debt discounts of $200,000 and $50,000,
respectively, and the remaining $429,493 recorded as interest expense upon
issuance. At December 31, 2009 the fair value of the conversion features were
$441,621 and $110,405 for the December CAMOFI Note and CAMHZN Note,
respectively.





As
discussed in Note 1, CAMOFI and CAMHZN removed the anti-dilution provisions of
the conversion option of the notes effective December 31, 2009.  As a
result of the removal of the anti-dilution provisions, the fair values of the
conversion options were reclassified from derivative liability to additional
paid-in capital.





For the
year ended December 31, 2009, the Company recorded a change in the fair value of
the conversion options derivative liability that resulted in a gain of $104,992
and $22,475 for the December CAMOFI and CAMHZN notes, respectively. The change
in fair values of the derivative instruments are included in (loss) / gain on
valuation of derivative liabilities in the accompanying consolidated statements
of operations.





The
discounts will be amortized into interest expense ratably over the life of the
Notes. For the year ended December 31, 2009, the Company recorded amortization
expense on the conversion option of $20,000 and $5,000 on the December CAMOFI
Note and CAMHZN Note, respectively.




F-27




Convertible
notes payable, net of debt discounts, consist of the following at December 31,
2009:





Amended
      12% CAMOFI note, net of discount of $753,619
              
              $
              2,080,662Accrued
      interest
              
              
              433,920$
              2,514,58215%
      CAMZHN note, net of discount of $127,128
              
              
              622,872February
      2009 CAMOFI note
              
              
              701,200February
      2009 CAMZHN note
              
              
              173,800July
      2009 CAMOFI note, net of discount of $21,935
              
              
              28,465July
      2009 CAMZHN note, net of discount of $5,482
              
              
              7,118September
      2009 CAMOFI note, net of discount of $33,600
              
              
              14,400September
      2009 CAMZHN note, net of discount of $8,400
              
              
              3,600October
      2009 CAMOFI note, net of discount of $140,000
              
              
              60,000October
      2009 CAMZHN note, net of discount of $35,000
              
              
              15,000December
      2009 CAMOFI note, net of discount of $180,000
              
              
              20,000December
      2009 CAMZHN note, net of discount of $45,000
              
              
              5,000Accrued
      interest
              
              
              175,576$
              1,827,031





7.
LOAN AND NOTES PAYABLE





On
November 12, 2009, the Company entered into an agreement with Micro Pipe Fund I,
LLC for the receipt of a Secured Loan of $150,000 (the “Micro Pipe
Loan”).  The loan accrued interest at a rate of 2% per month and
matured on January 5, 2010.  On maturity date, all principal and
interest was due in addition to a payment equal to 10% of the principal
balance.  The loan was not repaid at maturity and is now due on
demand.  The loan is secured by a secondary interest in all of the
assets of the Company.




In
connection with the Micro Pipe Loan, the Company granted 400,000 immediately
vested five year warrants with an exercise price of $0.20 (“Micro Pipe
Warrants”).





The Micro
Pipe Warrants have an exercise feature that is the same as the anti-dilution
provision in the CAMOFI Warrants (See, “CAMOFI Master LDC (“CAMOFI”) Debt”).
Consequently, the warrants are also treated as a derivative liability. The fair
value of the warrants as of November 12, 2009 was $108,101.  The fair
value of the warrants was determined based on the Black-Scholes pricing model
using the following assumptions:  closing stock price $0.07 per share,
exercise price of $0.07 estimated life 7 years, risk free rate 4.04% and
volatility 216%.





As of
December 31, 2009, the fair value of the warrant derivative liability was
determined to be $48,378.





For the
year ended December 31, 2009, the Company recorded a change in the fair value of
the warrant derivative liability that resulted in a gain of $59,723, which is
included in (loss) / gain on valuation of derivative liabilities in the
accompanying consolidated statement of operations.





The
initial Micro Pipe Warrants derivative liability of $108,101 represents a
discount from the face amount of the note payable. Such discount is amortized to
interest expense over the term of the note. During the year ended December 31,
2009, the Company amortized approximately $98,098 to interest expense in the
accompanying consolidated statements of operations.




F-28




Notes
Payable




The notes
payable are in default and are classified as current on the accompanying
consolidated balance sheets.




The
Company’s notes payable consist of the following at December 31,
2009:




Mercedes-Benz
      Financial, secured with an auto, entered into in February
      2007, bearing interest at 9.5% per annum, payable in principal and
      interest monthly installments of $1,839, maturing in January 2012,
      includes accrued interest of $4,814. The Company is in default on the
      note and the balance is due on demand.
                
                $
                60,831GE
      Money Bank, secured with equipment, entered into in July 2007,
      bearing interest at 17.9% per annum, payable in monthly principal and
      interest installments of $1,156, maturing in June 2012, includes
      accrued interest of $5,807. The Company is in default on the note and
      the balance is due on demand.
                
                
                35,061Capital
      One Finance, secured with an auto, entered into in April 2008,
      bearing interest at 7.9% per annum, payable in monthly principal and
      interest installments of $530, maturing in March 2013, includes
      accrued interest of $678. The Company is in default on the note and
      the balance is due on demand.
                
                
                19,652115,544Less
      current portion
                
                
                (115,544
                )$
                -




8.
INCOME TAXES





During
2009 and 2008, the provision for income taxes differs from the amounts computed
by applying the U.S. Federal income tax rate of 34% to income before provision
for income taxes as a result of the following:




2009
              
              
              2008Computed
      “expected” tax (benefit) expense
              
              $
              (5,071,000
              )
              
              $
              (1,349,000
              )Addition
      to (reduction in) income taxes resulting from: State income taxes,
      net of federal benefit
              
              
              (895,000
              )
              
              
              (240,000
              )Other
              
              
              (591,000
              )
              
              
              -Change
      in deferred tax asset valuation allowance
              
              
              6,562,929
              
              
              
              1,592,200$
              5,929
              
              
              $
              3,200




The
effects of temporary differences that give rise to significant portions of
deferred tax assets and liabilities at December 31, 2009 and 2008 are presented
below:




2009
              
              
              2008Deferred
      tax assets:Tax
      net operating loss carryforwards
              
              $
              10,580,000
              
              
              $
              7,022,000Warrant
      liability
              
              
              2,377,000
              
              
              
              (593,000
              )Depreciation
              
              
              (323,000
              )
              
              
              27,000Accrued
      inventory reserve
              
              
              410,000
              
              
              
              213,000Accrued
      expenses
              
              
              496,000
              
              
              
              308,000Total
      gross deferred tax asset
              
              
              13,540,000
              
              
              
              6,977,000Less
      valuation allowance
              
              
              (13,540,000
              )
              
              
              (6,977,000
              )Total
      net deferred tax asset
              
              $
              -
              
              
              $
              -




F-29




Based
upon the Company’s history of continued operating losses, realization of its
deferred tax assets does not meet the “more likely than not” criteria and,
accordingly, a valuation allowance for the entire deferred tax asset amount has
been recorded.





The
valuation allowance increased by $6,563,000 and $1,592,000 during the years
ended December 31, 2009 and 2008, respectively. The current provision for income
taxes for the years ended December 31, 2009 and 2008 is due primarily to certain
state taxes.





At
December 31, 2009, the Company had net tax operating loss carryforwards for
federal and state income tax purposes of approximately $27.6 million and $19.9
million, respectively, available to offset future taxable federal and state
income. If not utilized to offset future taxable income, the federal and state
carryforwards will expire in various years through 2029. Utilization of the net
operating loss carryforwards may be subject to a substantial annual limitation
due to ownership change limitations that have occurred previously or that could
occur in the future as provided by Section 382 of the Internal Revenue Code of
1986, as amended, as well as similar state provisions. These ownership changes
may limit the amount of the net operating loss and tax credit carryforwards that
can be utilized annually to offset future taxable income. Since the Company’s
formation, the Company has raised capital through the issuance of capital stock
and convertible debt on several occasions which may have resulted in a change of
control, as defined by Section 382, or could result in a change of control in
the future. The Company has not completed a study to assess whether a change of
control has occurred or whether there have been multiple changes of control
since the Company’s formation due to the significant complexity and cost
associated with such study and that there could be additional changes in control
in the future. If the Company has experienced a change of control at any time
since Company formation, utilization of the Company’s net operating loss
carryforwards would be subject to an annual limitation under Section 382. Any
limitation may result in expiration of a portion of the carryforwards before
utilization. Further, once a study is completed and any limitation known, the
amounts currently presented as an uncertain tax position may change. Any
carryforwards that will expire prior to utilization as a result of such
limitations will be removed from deferred tax assets with a corresponding
reduction of the valuation allowance.





On January 1, 2007, the
Company adopted the provisions of ASC Topic 740, Income Taxes (“ASC Topic
740”) regarding the accounting for uncertainty in income taxes recognized in the
entity’s financial statements. The adoption did not result in a cumulative
effect adjustment to the Company’s retained earnings. As of the date of
adoption, the Company had no unrecognized income tax benefits. Accordingly, the
annual effective tax rate was not affected by the adoption of ASC Topic 740.
Should the Company incur interest and penalties relating to tax uncertainties,
such amounts would be classified as a component of interest expense and
operating expense, respectively.




At
December 31, 2009 and 2008, the Company had no increase or decrease in
unrecognized income tax benefits for the year. There was no accrued interest or
penalties relating to tax uncertainties at December 31, 2009 and
2008.





The
Company expects resolution of unrecognized tax benefits, if created, would occur
while the full valuation allowance of deferred tax assets is maintained,
therefore, the Company does not expect to have any unrecognized tax benefits
that, if recognized, that would affect the effective tax rate.




The
Company is subject to income tax in the U.S. federal and California state
jurisdictions and has identified its federal and California tax returns below as
“major” tax filings. These jurisdictions, along with the years still open to
audit under the applicable statutes of limitation, are as follows:





Jurisdiction
            
            Tax
      YearsFederal
            
            2006
      - 2008California
            
            2005
      – 2008





However, because the
Company had net operating losses carried forward in both of the jurisdictions,
certain items attributable to closed tax years are still subject to adjustment
by applicable taxing authorities through an adjustment to tax attributes carried
forward to open years.





F-30




9.
EQUITY TRANSACTIONS





On
November 5, 2009, the Company’s Board of Directors approved an amendment to
Article IV of the Company’s Certificate of Incorporation, to increase the
shares of common stock that are authorized for issuance by 200,000,000 shares,
bringing the total number of common shares authorized for issuance to
250,000,000. The amendment was submitted for approval by the Company’s
stockholders as required by Delaware corporations’ law.  The Company
received valid consents from the holders of a majority of the shares entitled to
act on the proposal and on December 22, 2009 the Company executed a
certification of amendment and amended Article IV of their Certificate of
Incorporation to increase the shares of common stock that are authorized to
250,000,000.




No
change was made to the number of shares of preferred stock that are authorized
for issuance, and no change was made to the other provisions of the Company’s
Certificate of Incorporation that pertain to the rights and preferences of the
authorized common stock or preferred stock.





Preferred
Stock





The
Company has authorized 15,000,000 shares of cumulative, convertible Series B
Preferred Stock (“Series B”) with a par value of $1 per share.  The
Series B has a mandatory cumulative dividend of $1.25 per share, which is
payable on a semi-annual basis, and convertible into 1.67 shares of the
Company’s common stock, does not have any voting rights, and has liquidation
preference equal to $25 per share before any payment or distribution shall be
made on common stock.





In March
2002, the Board of Directors authorized 75,000 shares of 5% cumulative,
convertible Series C Preferred Stock (“Series C”) with a par value of $1 per
share.  As and if declared by the Company’s Board of Directors, the
Series C has a mandatory cumulative dividend of $1.25 per share, which is
payable on a semi-annual basis in June and December each year to holders of
record on November 30 and May 31.  The Series C does not have any
voting rights and has liquidation preferences, as defined.  Each share
of Series C is convertible at the option of the holder into 16.667 shares of the
Company’s common stock.





During
the year ended December 31, 2004, the Company issued a Private Placement
Memorandum (“PPM”) in which the Company offered to eligible investors, as
defined, a maximum of 75,000 shares of Series D Preferred Stock (“Series D”),
with a required minimum offering of 1,000 shares of Series D to be sold at $25
per share.  The Series D has a mandatory cumulative dividend of $1.25
per share, which is payable on a semi-annual basis in June and December each
year to holders of record on November 30 and May 31. The Series D does not have
any voting rights and has liquidation preferences, as defined.  Each
share of Series D is convertible at the option of the holder into 50 shares of
the Company’s common stock, subject to adjustment.





At
December 31, 2009 and 2008, the Company had a total of 26,880 preferred shares
Series C and 11,640 preferred shares Series D issued and
outstanding.





The
Company determined that a reversal of $309,250 in cumulative dividends payable
for Series C preferred stockholders was to be recorded as the dividends were not
legally required to be paid or accrued by the Company since no dividends were
declared or authorized by the Company’s Board of Directors.  The
Company recorded the reversal at December 31, 2009 and has included such amount
in the accompanying consolidated statements of stockholders’
deficit.





At
December 31, 2009 and 2008, the Company’s accumulated dividends payable were
$204,600 and $459,275, respectively.




F-31




Common
Stock, Warrants and Options





Acquisition
of PAI





As part
of the Share Exchange Agreement with PAI and Cabral (see Note 4), the Company
issued 5,000,000 shares of the Company’s common stock with an acquisition-date
fair value of $900,000 to Cabral.  In addition, the Company granted to
Cabral a warrant to purchase 3,000,000 shares of the Company’s common
stock.  The warrant will be for a term of the earlier of three years
from the Vesting Date or January 1, 2014, and shall have an exercise price of
$0.10 per share.  The warrant vests immediately on the Vesting Date
and the acquisition-date fair value of the warrant was $540,000 or $0.18 per
share.





Related
to CAMOFI and CAMHZN Note





In
connection with the initial issuance of the CAMOFI Note on February 28, 2006,
the Company issued 250,000 shares of common stock to the placement agent. The
common stock was recorded at the estimated fair value of the common stock on the
date of the transaction totaling $157,500, which was recorded as deferred
financing cost. During 2009 and 2008, the Company amortized to interest expense
$8,750 and $52,500, respectively.





The
Company issued an aggregate of 722,539 warrants to the placement agent and its
assignee.  The warrants are exercisable at an exercise price of $0.63
per share and expire on February 28, 2013.  The estimated fair value
of the warrants of $847,700 was recorded as deferred financing cost on the date
of grant.  During 2009, the Company amortized to interest expense
$90,420.





In
connection with the issuance of the CAMOFI Note, CAMOFI Amended Note and CAMHZN
note, the Company issued common stock and various warrants to the note
holders.  See Note 6 to the consolidated financial statements for
details.




F-32




Stock
Option and Warrant Exercise





On
September 15, 2009, an employee exercised options to purchase shares of common
stock on a cashless basis.  The holder exercised a total of 100,000
options at an exercise price of $0.075 for 65,908 shares of the Company’s common
stock.





On
October 19, 2009, a consultant exercised options to purchase shares of common
stock on a cashless basis.  The holder exercised a total of 700,000
options at an exercise price of $0.15 for 116,667 shares of the Company’s common
stock. The Company issued the consultant an additional 513,333 shares of common
stock valued at $92,400.  The additional shares were expensed entirely
at the time of issuance and are included in consulting and other compensation in
the accompanying consolidated statements of operations.  At the time
of exercise, the option was classified as a derivative liability.  In
connection with the following exercise, the Company reclassified $86,363 from
derivative liabilities to additional paid-in capital to record the fair value of
the warrants exercised.





On
October 26, 2009, CAMOFI and CAMHZN exercised warrants to purchase shares of
common stock on a cashless basis.  The holders exercised a total of
750,000 warrants at an exercise price of $0.04 for 584,711 shares of the
Company’s common stock.  In connection with the following exercise,
the Company reclassified $125,706 from derivative liabilities to additional
paid-in capital to record the fair value of the warrants exercised.





Issuance
of Common Stock For Services





In
October 2009, the Company issued 100,000 shares of common stock to a consultant
in consideration for investor relation consulting services rendered valued at
$19,000. The consulting fees were expensed entirely at the time of issuance and
are included in consulting and other compensation in the accompanying
consolidated statements of operations.





In
November 2009, the Company issued 300,000 shares of common stock to a consultant
in consideration for investor relation consulting services rendered valued at
$75,000. The consulting fees were expensed entirely at the time of issuance and
are included in consulting and other compensation in the accompanying
consolidated statements of operations.





In
November 2009, the Company issued 100,000 shares of common stock to a consultant
in consideration for investor relation consulting services rendered valued at
$20,000. The consulting fees were expensed entirely at the time of issuance and
are included in consulting and other compensation in the accompanying
consolidated statements of operations.





In
November 2009, the Company issued 400,000 shares of common stock to a consultant
in consideration for investor relation consulting services rendered valued at
$48,000. The consulting fees were expensed entirely at the time of issuance and
are included in consulting and other compensation in the accompanying
consolidated statements of operations.





In June
2008, the Company entered into a three month contract with a third party for
public and financial communication services valued at $18,000. The fee was paid
in the form of 200,000 shares of the Company’s common stock and valued based on
the stock market price of the shares at the contract date. The value of the
common stock on the date of the transaction was recorded as a deferred charge
and was amortized to consulting and other compensation in the accompanying
consolidated statements of operations.




In March
2008, the Company entered into a one month contract with a third party for
public and financial communication services valued at $25,000. The fee was paid
in the form of 125,000 shares of the Company’s common stock and valued based on
the stock market price of the shares at the contract date. The value of the
common stock on the date of the transaction was recorded as a deferred charge
and was amortized to operating expense over the life of the agreement. The
consulting fees under this contract were amortized to consulting and other
compensation in the accompanying consolidated statements of
operations.





In
February 2008, the Company entered into a three month contract with a third
party for public and financial communication services valued at $20,000. The fee
was paid in the form of 100,000 shares of the Company’s common stock and valued
based on the stock market price of the shares at the contract date. The value of
the common stock on the date of the transaction was recorded as a deferred
charge and was being amortized consulting and other compensation in the
accompanying consolidated statements of operations.





F-33




In
February 2008, the Company entered into a one year contract with a third party
for corporate consulting and marketing services valued at $30,000. The fee was
paid in the form of 150,000 shares of the Company’s common stock and valued
based on the stock market price of the shares at the contract date. The value of
the common stock on the date of the transaction was recorded as a deferred
charge and was amortized to operating expense over the life of the agreement.
During the years ended December 31, 2009 and 2008, consulting fees under this
contract of $2,500 and $27,500, respectively, were amortized to consulting and
other compensation in the accompanying consolidated statements of
operations.





In
December 2007, the Company entered into a three month contract with a third
party for corporate consulting and marketing services valued at $180,000. The
fee was paid as follows: $30,000 in cash, 300,000 shares of the Company’s common
stock valued at $45,000 based on the stock market price of the shares at the
contract date, and 700,000 options valued at $105,000 using the Black-Scholes
option-pricing model to purchase the Company’s common shares. The value of the
common stock and options issued on the date of the transaction were recorded as
a deferred charge and were amortized to operating expense over the life of the
agreement.





In June
2007, the Company entered into a three year contract with a third party for
Internet public investor relations services valued at $210,000. The fee was paid
in the form of 300,000 shares of the Company’s common stock and valued based on
the stock market price of the shares at the contract date. The value of the
common stock on the date of the transaction was recorded as a deferred charge
and during the years ended December 31, 2009 and 2008, $69,998 and $105,000,
respectively, was amortized to consulting and other compensation in the
accompanying consolidated statements of operations.  At December 31,
2009, the remaining deferred consulting fees totaled $29,169.





In June
2007, the Company entered into a ninety day contract with a third party for
public investor relations services valued at $10,500. The fee was paid in the
form of 15,000 shares of the Company’s common stock and valued based on the
stock market price of the shares at the contract date. The value of the common
stock on the date of the transaction was recorded as a deferred charge and was
amortized to consulting and other compensation in the accompanying consolidated
statements of operations.   During the year ended December 31,
2008, $7,000 was amortized to expense.





In June
2007, the Company entered into a six month contract with a third party for
corporate consulting and marketing services valued at $52,500. The fee was paid
in the form of 75,000 shares of the Company’s common stock based on the stock
market price of the shares at the contract date. The value of the common stock
on the date of the transaction was recorded as a deferred charge and was
amortized to consulting and other compensation in the accompanying consolidated
statements of operations.  During the year ended December 31, 2008,
$43,750 was amortized to expense.





In May
2007, the Company issued 100,000 shares of common stock valued at $70,000 to a
third party for public investor relations services under a one year contract.
The common stock was recorded at the estimated fair value of the common stock on
the date of the transaction as a deferred charge and is amortized to consulting
and other compensation in the accompanying statements of operations. In
accordance with ASC Topic 505, Equity, the value of the
services are not readily determinable and the fair value of the equity
instruments is more reliably measurable. Under this arrangement, the performance
criteria required for a measurement date is not reached until the service period
has been completed. As a result, the Company is required to re-measure the
consideration at each reporting date based on its then current stock value.
During the year ended December 31, 2008, the Company recorded a net decrease to
the fair value of such equity based compensation arrangement of approximately
$48,000. The consulting fees under this contract were amortized to expense and
$13,750 was recorded during 2008.




STOCK
OPTIONS





Under the
terms of the Company's Incentive Stock Option Plan ("ISOP"), options to purchase
an aggregate of 5,000,000 shares of common stock may be issued to key employees,
as defined. The exercise price of any option may not be less than the fair
market value of the shares on the date of grant. No options granted may be
exercisable more than 10 years after the date of grant.





Under the
terms of the ISOP, on October 8, 2008, the Company granted 1,300,000 incentive
stock options to its key employees. The options have exercise prices
ranging from $0.075 to $0.0825, vest 50% on December 31, 2008, and 50% on April
8, 2009, and expire on April 6, 2010. Accordingly, $70,028 of share-based
compensation will be recognized in the consolidated financial statements based
on vesting periods, as follows: $35,014 for the each of the years ended December
31, 2009 and 2008.





The
Company did not grant any incentive stock options under the plan during
2009.  During the year ended December 31, 2009, a cashless exercise of
100,000 options was completed under the plan.





At
December 31, 2009, the Company had 1,700,000 options available for future
issuance under their ISOP equity compensation plan.





Under the
terms of the Company's non-statutory stock option plan ("NSSO"), options to
purchase an aggregate of 1,350,000 shares of common stock may be issued to
non-employees for services rendered. These options are non-assignable and
non-transferable, are exercisable over a five-year period from the date of
grant, and vest on the date of grant.





During
year ended December 31, 2009, a cashless exercise of 700,000 options was
completed and 100,000 options expired under the plan.





As of
December 31, 2009, the Company had 650,000 options available for future issuance
under their non-statutory stock option plans.





F-34




All
options outstanding have vested as of December 31, 2009 and are as
follows:





Number
      of Shares
            
            
            Weighted
      Average Exercise Price
            
            
            Weighted
      Average Remaining Contractual Term in Years
            
            
            Aggregate
      Intrinsic Value (1)Vested
            
            
            7,400,000
            
            
            $
            0.12
            
            
            
            2.06
            
            
            $
            26,250





(1)
            Represents
      the difference between the exercise price and the closing market price of
      the Company’s common stock at the end of the reporting period (as of
      December 31, 2009 the market price of the Company’s common stock was
      $0.10.








Outstanding
      OptionsNumber
      of Shares
            
            
            Weighted
      Average Exercise
              Price
            
            
            Aggregate
      Intrinsic Value (1)January
      1, 2009
            
            
            4,100,000
            
            
            $
            0.15
            
            
            $
            -Grants
      (2)
            
            
            4,200,000
            
            
            $
            0.10
            
            
            $
            -Exercises
            
            
            (182,575
            )
            
            $
            0.12
            
            
            $
            1,650Forfeited
      / Cancelled
            
            
            (717,425
            )
            
            $
            0.15
            
            
            $
            -December
      31, 2009
            
            
            7,400,000
            
            
            $
            0.12
            
            
            $
            26,250




(1)
            Represents
      the difference between the exercise price and the closing market price of
      the Company's common stock at the end of the reporting period (as of
      December 31, 2009 the market price of the Company’s common stock was
      $0.10).





(2)
            From
      time to time, the Company issues options and warrants to employees and to
      third parties pursuant to various agreements, which are not approved by
      the shareholders.




On
September 1, 2009, the Company granted 4,200,000 options to key employees
outside the Company’s stock option plans.  The options have an
exercise price of $0.10 per share, vest immediately and expire on September 1,
2012.  The options had a grant date fair value of $330,506 which was
recorded as consulting and other compensation in the accompanying consolidated
statements of operations.





F-35




The
weighted average grant-date fair value of the options granted during 2009 was
$0.08. The fair value of each share-based award is estimated on the grant date
using the Black Scholes option-pricing formula.   The options
granted were valued with the following assumptions: dividend yield of 0%;
volatility of 178%, expected term of 3.00 years and risk free interest rate of
0.19%.





From time
to time, the Company issues warrants to employees and to third parties pursuant
to various agreements, which are not approved by the stockholders.  The
CAMOFI Warrants and CAMHZN Warrants contained an anti-dilution provision which
reduced the exercise price whenever other securities were issued with a lower
price.  The anti-dilution feature of the CAMOFI and CAMHZN Warrants lowered
the exercise prices and increased the number of shares issuable under the
warrants from the price and shares as originally issued (see Note
6).  Effective December 31, 2009, CAMOFI and CAMHZN removed
anti-dilution provisions (see Note 6).




The
following represents a summary of all warrant activity for the year ended
December 31, 2009:





Outstanding
      WarrantsNumber
      of
              Shares
            
            
            Weighted
      Average Exercise Price
            
            
            Aggregate
      Intrinsic Value (1)Outstanding
      and exercisable atJanuary
      1, 2009
            
            
            5,586,824
            
            
            $
            0.21
            
            
            $
            -Grants
      (2)
            
            
            7,660,714
            
            
            $
            0.09
            
            
            $
            -Exercise
            
            
            (584,711
            )
            
            $
            0.04
            
            
            $
            35,080Cancelled
            
            
            (165,289
            )
            
            $
            0.04
            
            
            $
            -Outstanding
      at December 31, 2009 (3)
            
            
            12,497,538
            
            
            $
            0.12
            
            
            $
            542,500Exercisable
      at December 31, 2009 (3)
            
            
            9,497,538
            
            
            $
            0.13
            
            
            $
            542,500




(1)
            Represents
      the added value as difference between the exercise price and the closing
      market price of the Company's common stock at the end of the reporting
      period (as of December 31, 2009, the market price of the Company's common
      stock was $0.10).





(2)
            4,660,714
      of the warrants issued are exercisable at December 31,
      2009.   The 3,000,000 warrants not exercisable at December
      31, 2009 were issued in connection with the acquisition of
      PAI.  See Note 4 for a description of the vesting terms of the
      warrant.





(3)
            The
      warrants outstanding and exercisable at December 31, 2009 have a
      weighted-average contractual remaining life of 4.02 years and 5.29 years,
      respectively.





F-36




10.
EARNINGS (LOSS) PER SHARE





The
following is a reconciliation of the numerators and denominators of the basic
and diluted earnings (loss) per share computations for the years ended December
31, 2009 and 2008:





2009
            
            
            2008Income
      (Loss)
            
            
            Shares
            
            
            Per
      Share
              Amount
            
            
            Income
              (Loss)
            
            
            Shares
            
            
            Per
      Share AmountNet
      (loss) income
            
            $
            (14,920,862
            )
            
            
            
            
            
            
            
            $
            2,181,392Add
      (less): preferredstock
      dividendsadjustment
            
            
            254,675
            
            
            
            
            
            
            
            
            
            (82,550
            )Basic
      (loss) income available to common stockholders
            
            
            (14,666,187
            )
            
            
            16,767,495
            
            
            $
            (0.87
            )
            
            
            2,098,842
            
            
            
            14,696,227
            
            
            $
            0.14Add:
      preferred dividends
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            82,550Add:
      interest on convertible debt
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            940,439Add:
      dilutive impact of convertible preferred stock
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            1,026,676Add:
      dilutive impact of convertible debt
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            45,500,978Add:
      dilutive impact of options and warrants
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            877,666Diluted
      (loss) income available to common stockholders$
            (14,666,187
            )
            
            
            16,767,495
            
            
            $
            (0.87
            )
            
            $
            3,121,831
            
            
            
            62,101,547
            
            
            $
            0.05




11.
COMMITMENTS AND CONTINGENCIES





Service
Agreements





Periodically,
the Company enters into various agreements for services including, but not
limited to, public relations, financial consulting and manufacturing consulting.
Generally, the agreements are ongoing until such time they are terminated, as
defined. Compensation for services is paid either at a fixed monthly rate or
based on a percentage, as specified, and may be payable in shares of the
Company’s common stock.  The Company's policy is that expenses related
to these types of agreements are valued at the fair market value of the services
or the shares granted, whichever is more realistically
determinable.  Such expenses are amortized over the period of
service.





Leases





The
Company leases various office facilities and equipment under non-cancelable
operating and capital lease arrangements.  The Company’s monthly lease
payment for its office and warehouse facilities in Santa Fe Springs, CA is
$36,000.  The lease expires on March 31, 2018.  Pursuant to
the lease, the Company incurred a brokerage fee of approximately $72,500. This
cost has been deferred and amortized over the term of the lease. During the year
ended December 31, 2009 and December 31, 2008, the Company amortized
approximately $7,200 and $5,400, respectively, to rent expense. At December 31,
2009, the unamortized portion of deferred brokerage fees for the lease is
approximately $60,000.




As of
September 19, 2008, the Company entered into an Amendment to its lease, at a
cost of $50,000.  This cost has been deferred and is being
amortized over the term of the lease. During the year ended December 31, 2009
and 2008, the Company amortized approximately $5,000 and $3,800, respectively,
to rent expense. At December 31, 2009, the unamortized portion of the Amendment
fee is approximately $41,000.





The
Company’s monthly lease payment for one of its facilities in Rancho Cucamonga,
CA is approximately $6,000 and expires on December 31, 2012.  The
monthly lease payment for another facility is $4,800 and the lease expires on
January 31, 2013.





The
equipment under non-cancelable operating leases expire through January 2010 and
require monthly payments ranging from $47 to $6,254.





The
equipment under non-cancelable capital leases expire through March 2013 and
require monthly payments ranging from $2,029 to $10,273 and accrue interest
ranging from 7.42% to 11.99% per annum.  All capital leases are in
default and are currently classified as current on the accompanying consolidated
balance sheets.  The capital leases are secured by the
equipment.





F-37





Rental
expense for operating leases approximated $557,000 and $464,000 for the years
ended December 31, 2009 and 2008, respectively.





The
following are approximate aggregate future minimum lease payments due under
operating and capital leases as of December 31, 2009:





Years
      EndingDecember
      31,
            
            Operating
      Leases
            
            
            Capital
              Leases
            
            
            Total2010
            
            $
            521,000
            
            
            $
            858,000
            
            
            $
            1,379,0002011
            
            
            524,000
            
            
            
            -
            
            
            
            524,0002012
            
            
            536,000
            
            
            
            -
            
            
            
            536,0002013
            
            
            436,000
            
            
            
            -
            
            
            
            436,000Thereafter
            
            
            1,836,000
            
            
            
            -
            
            
            
            1,836,000$
            3,853,000
            
            
            
            858,000
            
            
            $
            4,711,000Less
      amounts representing interest (ranging from 7.42% to
    11.99%)
            
            
            
            
            
            
            (105,043
            )Present
      value of net minimum lease payments
            
            
            
            
            
            
            752,957Less
      current portion
            
            
            
            
            
            
            (752,957
            )Long-term
      portion
            
            
            
            
            
            $
            -




Legal





From time to time, the Company may be
involved in various claims, lawsuits, and disputes with third parties, actions
involving allegations or discrimination or breach of contract actions incidental
to the normal operations of the business.





Delinquent
Income Taxes





At
December 31, 2009, the Company has approximately $352,000 accrued related to
penalties and interest in connection with delinquent income taxes related to
PAI’s Federal and State income tax returns for the years ended December 31, 2007
and 2006.  The Company has included the accrued amounts in accounts
payable and accrued liabilities and recorded approximately $21,000 of penalties
and interest during the year ended December 31, 2009 in selling, general and
administrative expenses in the accompanying consolidated balance sheets and
statements of operations.  The related returns were filed in April
2009.





Delinquent
Payroll Taxes





At
December 31, 2009 and 2008, the Company has accrued approximately $1,187,000 and
$204,000, respectively, for payroll taxes not yet remitted for employee
compensation and estimated penalties and interest in connection with payroll
taxes incurred but not remitted related to executive compensation for the
years ended December 31, 2009 and 2008.  The Company has included the
accrued amounts in accounts payable and accrued liabilities in the accompanying
consolidated balance sheets and the related expense in salaries and related
expenses in the accompanying consolidated statements of operations.





Tax
Lien





On August
25, 2009, PAI received notice from the IRS of a federal tax lien filing for
amounts totaling $30,340. The lien attaches to all property owned by PAI and any
property to be acquired in the future.





Backlog





The
following schedule approximates a reconciliation of the backlog representing
signed contracts:





Balance,
      January 1, 2009
            
            $
            2,491,000New
      contracts, January 1, 2009 through December 31, 2009
            
            
            1,415,0003,906,000Less:
      contract revenue earned – January 1, 2009 through December 31,
      2009
            
            
            (3,505,000
            )Balance,
      December 31, 2009
            
            $
            401,000




Indemnities
and Guarantees





The
Company has made certain indemnities and guarantees, under which it may be
required to make payments to a guaranteed or indemnified party, in relation to
certain actions or transactions.  The Company indemnifies its
directors, officers, employees and agents, as permitted under the laws of the
State of California.  In connection with its facility leases, the
Company has indemnified its lessors for certain claims arising from the use of
the facilities.  The duration of the guarantees and indemnities
varies, and is generally tied to the life of the agreement. These guarantees and
indemnities do not provide for any limitation of the maximum potential future
payments the Company could be obligated to make.  Historically, the
Company has not been obligated nor incurred any payments for these obligations
and, therefore, no liabilities have been recorded for these indemnities and
guarantees in the accompanying consolidated balance sheets.





F-38




12.
RELATED PARTY TRANSACTIONS





At
December 31, 2009 and 2008, the Company had loans to two stockholders
approximating $565,000, including accrued interest.  These loans were
originated in 1999 and no additional amounts have been loaned to the
stockholders.  The loans accrue interest at 5% and are due on
demand.  The Company has included the notes receivable from
stockholders in stockholders’ deficit as such amounts have not been repaid
during 2009 or 2008.  For the years ended December 31, 2009 and 2008,
total interest income accrued for notes receivable from stockholders
approximated $20,000.





At
December 31, 2009, the Company has loans to various employees totaling $39,106
included in notes payable to related parties in the consolidated balance
sheet.  The loans are non-interest bearing and are due on
demand.





In
connection with the acquisition of PAI (see Note 4), the Company issued a
promissory note to Cabral in the amount of $500,000.  Interest on the
note accrues at 5% per annum and all principal and interest is due only on and
paid from the proceeds of any equity financing of the Company with gross
proceeds of  at $2,000,000 provided that the investors in such
financing permit the proceeds thereof to be used for such purpose.





13.
SEGMENT REPORTING




The
Company’s operations are classified into two principal reportable segments that
provide different products or services. Separate management of each segment is
required because each business unit is subject to different marketing,
production, and technology strategies. The Company operates in the following two
reportable segments:





(a)
            CNC
      machine tool remanufacturing and(b)
            Multiaxis
      structural aircraft components.





The
Company evaluates performance and allocates resources based upon operating
income. The accounting policies of the reportable segments are the same as those
described in the summary of accounting policies. Inter-segment sales are
eliminated upon consolidation.





The
following table summarizes segment asset and operating balances by reportable
segment, has been prepared in accordance with the internal accounting policies,
and may not be presented in accordance with GAAP:





Year
      Ended/
              As
      of
              December
      31
              2009
            
            
            Year
      Ended/
              As
      of
              December
      31
              2008Net
      revenue from external customers:CNC
      machine tool remanufacturing
            
            $
            3,504,669
            
            
            $
            4,822,026Multiaxis
      structural aircraft components
            
            
            221,762
            
            
            
            -Total
      net revenue from external customers:
            
            
            3,726,431
            
            
            
            4,822,026Operating
      loss:CNC
      machine tool remanufacturing
            
            
            (2,078,909
            )
            
            
            (3,192,887
            )Multiaxis
      structural aircraft components
            
            
            (362,912
            )
            
            
            -Total
      operating loss:
            
            
            (2,441,821
            )
            
            
            (3,192,887
            )Depreciation
      and amortization from operations:CNC
      machine tool remanufacturing
            
            
            82,683
            
            
            
            82,186Multiaxis
      structural aircraft components
            
            
            125,385
            
            
            
            -Total
      depreciation and amortization expense:
            
            
            208,068
            
            
            
            82,186Interest
      expense:CNC
      machine tool remanufacturing
            
            
            4,803,831
            
            
            
            1,749,026Multiaxis
      structural aircraft components
            
            
            30,800
            
            
            
            -Total
      interest expense:
            
            
            4,834,631
            
            
            
            1,749,026Net
      (loss) income:CNC
      machine tool remanufacturing
            
            
            (14,273,847
            )
            
            
            2,181,392Multiaxis
      structural aircraft components
            
            
            (647,015
            )
            
            
            -Total
      loss from continuing operations:
            
            
            (14,920,862
            )
            
            
            2,181,392Identifiable
      assets:CNC
      machine tool remanufacturing
            
            
            902,226
            
            
            
            2,091,943Multiaxis
      structural aircraft components
            
            
            4,541,122
            
            
            
            -Total
      identifiable assets:
            
            
            5,443,348
            
            
            
            2,091,943Capital
      expenditures:CNC
      machine tool remanufacturing
            
            
            6,698
            
            
            
            -Multiaxis
      structural aircraft components
            
            
            -
            
            
            
            -Total
      capital expenditures:
            
            
            6,698
            
            
            
            -





14.
RESTATEMENTS





The
original accounting for the CAMOFI Note failed to appropriately record separate
derivative treatment for the conversion option and the warrants issued with the
CAMOFI Note. The requirements of ASC Topic 815 were not met and thus the
conversion option and the warrants are derivative liabilities and must be
accounted for separately and marked-to-market quarterly.





Additionally,
the CAMOFI Amended Note was originally treated as a troubled debt restructuring,
but upon further review was properly corrected as an extinguishment of debt. ASC
Topic 420 requires that an exchange of debt with substantially different terms
is an extinguishment of debt and should be accounted for in accordance with ASC
Topic 860. ASC Topic 860 permits derecognition of the liability if and only if
it has been extinguished if the debtor pays the creditor and is relieved of its
obligation or the debtor is legally released from being the primary obligor
under the liability either judicially or by the creditor. Per the Amended 12%
Convertible Note Agreement and the Letter Agreement dated June 26, 2008, the
Company has been released from its obligation under the original 12% Convertible
Note Agreement.





F-39




The
effect of these changes impacted the consolidated balance sheet and the
consolidated statement of operations from February 2006 through December 31,
2008. The consolidated balance sheet effect is due to the recording of the
conversion option and warrant liabilities and the statement of operatons effect
is due to the gains and losses from the marked-to-market adjustments and an
increase in interest expense. Accordingly, the consolidated balance sheets and
statements of operations for the periods described in the preceding sentence
have been retroactively
adjusted as summarized below:




Effect of Correction
            
            As
      Previously Reported
            
            
            Adjustment
            
            
            As
      RestatedBalance
      Sheet as of  March 31, 2006Conversion
      Option Liability
            
            $
            0
            
            
            $
            4,411,900
            
            
            $
            4,411,900Warrant
      Liability
            
            
            2,954,765
            
            
            
            (194,174
            )
            
            
            2,760,591Accumulated
      Deficit
            
            
            7,883,952
            
            
            
            2,907,726
            
            
            
            10,791,678Total
      Stockholders’ Deficit
            
            
            66,598
            
            
            
            2,907,726
            
            
            
            2,974,324Statement
      of Operations for the three months ended March 31, 2006Marked-to-Market
      Gain (Loss)
            
            
            (764,762
            )
            
            
            (1,165,062
            )
            
            
            (1,929,824
            )Net
      Income (Loss)
            
            
            (1,212,380
            )
            
            
            (2,907,726
            )
            
            
            (4,120,106
            )Net
      Income (Loss) Available to common shareholders
            
            
            (924,505
            )
            
            
            (2,907,726
            )
            
            
            (3,832,231
            )EPS,
      Basic and Diluted
            
            
            (0.09
            )
            
            
            (0.26
            )
            
            
            (0.35
            )Balance
      Sheet as of June 30,2006Conversion
      Option Liability
            
            
            0
            
            
            
            3,131,349
            
            
            
            3,131,349Warrant
      Liability
            
            
            2,155,238
            
            
            
            (195,909
            )
            
            
            1,959,329Accumulated
      Deficit
            
            
            7,579,559
            
            
            
            1,625,440
            
            
            
            9,204,999Total
      Stockholders’ Deficit (Equity)
            
            
            (334,838
            )
            
            
            1,722,483
            
            
            
            1,387,645Statement
      of Operations for the three months ended June 30, 2006Marked-to-Market
      Gain (Loss)
            
            
            799,524
            
            
            
            1,282,286
            
            
            
            2,081,810Net
      Income (Loss)
            
            
            346,793
            
            
            
            1,282,286
            
            
            
            1,629,079Net
      Income (Loss) Available to common shareholders
            
            
            304,793
            
            
            
            1,282,286
            
            
            
            1,587,079EPS
      – Basic
            
            
            0.03
            
            
            
            0.11
            
            
            
            0.14EPS
      – Diluted
            
            
            0.02
            
            
            
            0.10
            
            
            
            0.12Statement
      of Operations for the six months ended June 30, 2006Marked-to-Market
      Gain (Loss)
            
            
            34,762
            
            
            
            117,224
            
            
            
            151,986Net
      Income (Loss)
            
            
            (865,587
            )
            
            
            (1,625,440
            )
            
            
            (2,491,027
            )Net
      Income (Loss) Available to common shareholders
            
            
            (620,112
            )
            
            
            (1,625,440
            )
            
            
            (2,245,552
            )EPS
      – Basic
            
            
            (0.06
            )
            
            
            (0.14
            )
            
            
            (0.20
            )EPS
      – Diluted
            
            
            (0.06
            )
            
            
            (0.14
            )
            
            
            (0.20
            )Balance
      Sheet as of  September 30, 2006Conversion
      Option Liability
            
            
            0
            
            
            
            2,814,867
            
            
            
            2,814,867Warrant
      Liability
            
            
            1,320,952
            
            
            
            440,350
            
            
            
            1,761,302Accumulated
      Deficit
            
            
            7,704,934
            
            
            
            1,945,217
            
            
            
            9,650,151Total
      Stockholders’ Deficit (Equity)
            
            
            (256,440
            )
            
            
            2,089,237
            
            
            
            1,832,797Statement
      of Operations for the three months ended September 30,
2006Marked-to-Market
      Gain (Loss)
            
            
            834,286
            
            
            
            (319,777
            )
            
            
            514,509Net
      Income (Loss)
            
            
            (125,375
            )
            
            
            (319,777
            )
            
            
            (445,152
            )Net
      Income (Loss) Available to common shareholders
            
            
            (125,375
            )
            
            
            (319,777
            )
            
            
            (445,152
            )EPS,
      Basic and Diluted
            
            
            (0.01
            )
            
            
            (0.03
            )
            
            
            (0.04
            )Statement
      of Operations for the nine months ended September 30, 2006Marked-to-Market
      Gain (Loss)
            
            
            869,048
            
            
            
            (202,553
            )
            
            
            666,495Net
      Income (Loss)
            
            
            (990,962
            )
            
            
            (1,945,217
            )
            
            
            869,048Net
      Income (Loss) Available to common shareholders
            
            
            (745,487
            )
            
            
            (1,945,217
            )
            
            
            (2,690,704
            )EPS,
      Basic and Diluted
            
            
            (0.11
            )
            
            
            (0.10
            )
            
            
            (0.21
            )Balance
      Sheet as of December 31, 2006Conversion
      Option Liability
            
            
            0
            
            
            
            3,282,851
            
            
            
            3,282,851Warrant
      Liability
            
            
            486,666
            
            
            
            1,567,467
            
            
            
            2,054,133Accumulated
      Deficit
            
            
            7,808,116
            
            
            
            3,331,740
            
            
            
            11,139,856Total
      Stockholders’ Deficit (Equity)
            
            
            (1,163,723
            )
            
            
            5,336,978
            
            
            
            4,173,255Statement
      of Operations for the three months ended December 31, 2006Interest
      Expense
            
            
            802,447
            
            
            
            1,742,664
            
            
            
            2,545,111Marked-to-Market
      Gain (Loss)
            
            
            625,714
            
            
            
            (1,386,523
            )
            
            
            (760,809
            )Net
      Income (Loss)
            
            
            (60,782
            )
            
            
            (1,386,523
            )
            
            
            (1,447,305
            )Net
      Income (Loss) Available to common shareholders
            
            
            (103,182
            )
            
            
            (1,386,523
            )
            
            
            (1,489,705
            )EPS,
      Basic and Diluted
            
            
            (0.01
            )
            
            
            (0.12
            )
            
            
            (0.13
            )Statement
      of Operations for the year ended December 31, 2006Interest
      Expense
            
            
            2,363,187
            
            
            
            1,742,664
            
            
            
            4,105,851Marked-to-Market
      Gain (Loss)
            
            
            1,494,762
            
            
            
            (1,589,076
            )
            
            
            (94,314
            )Net
      Income (Loss)
            
            
            (1,051,744
            )
            
            
            (3,331,740
            )
            
            
            (4,383,484
            )Net
      Income (Loss) Available to common shareholders
            
            
            (848,669
            )
            
            
            (3,331,740
            )
            
            
            (4,180,409
            )EPS,
      Basic and Diluted
            
            
            (0.09
            )
            
            
            (0.30
            )
            
            
            (0.39
            )Balance
      Sheet as of March 31, 2007Conversion
      Option Liability
            
            
            0
            
            
            
            4,752,369
            
            
            
            4,752,369Warrant
      Liability
            
            
            0
            
            
            
            2,973,625
            
            
            
            2,973,625Accumulated
      Deficit
            
            
            7,819,079
            
            
            
            5,720,576
            
            
            
            13,539,655Total
      Stockholders’ Deficit (equity)
            
            
            (1,492,237
            )
            
            
            8,065,471
            
            
            
            6,573,234Statement
      of Operations for the three months ended March 31, 2007Marked-to-Market
      Gain (Loss)
            
            
            0
            
            
            
            (2,389,016
            )
            
            
            (2,389,016
            )Net
      Income (Loss)
            
            
            (10,963
            )
            
            
            (2,389,016
            )
            
            
            (2,399,979
            )Net
      Income (Loss) Available to common shareholders
            
            
            (10,963
            )
            
            
            (2,389,016
            )
            
            
            (2,399,979
            )EPS,
      Basic and Diluted
            
            
            0.00
            
            
            
            (0.20
            )
            
            
            (0.20
            )Balance
      Sheet as of June 30,2007Conversion
      Option Liability
            
            
            0
            
            
            
            11,525,628
            
            
            
            11,525,628Warrant
      Liability
            
            
            0
            
            
            
            7,211,749
            
            
            
            7,211,749Accumulated
      Deficit
            
            
            8,316,657
            
            
            
            16,732,139
            
            
            
            25,048,796Total
      Stockholders’ Deficit (Equity)
            
            
            (1,545,317
            )
            
            
            19,627,512
            
            
            
            18,082,195Statement
      of Operations for the three months ended June 30, 2007Marked-to-Market
      Gain (Loss)
            
            
            0
            
            
            
            (11,011,383
            )
            
            
            (11,011,383
            )Net
      Income (Loss)
            
            
            (524,928
            )
            
            
            (11,011,383
            )
            
            
            (11,536,311
            )Net
      Income (Loss) Available to common shareholders
            
            
            (497,578
            )
            
            
            (11,011,383
            )
            
            
            (11,508,961
            )EPS
      – Basic and Diluted
            
            
            (0.04
            )
            
            
            (0.87
            )
            
            
            (0.91
            )Statement
      of Operations for the six months ended June 30, 2007Marked-to-Market
      Gain (Loss)
            
            
            0
            
            
            
            (13,400,399
            )
            
            
            (13,400,399
            )Net
      Income (Loss)
            
            
            (535,891
            )
            
            
            (13,400,399
            )
            
            
            (13,936,290
            )Net
      Income (Loss) Available to common shareholders
            
            
            (508,541
            )
            
            
            (13,400,399
            )
            
            
            (13,908,940
            )EPS
      – Basic and Diluted
            
            
            (0.06
            )
            
            
            (1.07
            )
            
            
            (1.13
            )Balance
      Sheet as of September 30, 2007Conversion
      Option Liability
            
            
            0
            
            
            
            5,049,714
            
            
            
            5,049,714Warrant
      Liability
            
            
            0
            
            
            
            3,159,678
            
            
            
            3,159,678Accumulated
      Deficit
            
            
            9,243,040
            
            
            
            7,597,661
            
            
            
            16,840,701Total
      Stockholders’ Deficit (Equity)
            
            
            (746,915
            )
            
            
            9,200,158
            
            
            
            8,453,243Statement
      of Operations for the three months ended September 30,
2007Marked-to-Market
      Gain (Loss)
            
            
            0
            
            
            
            10,527,985
            
            
            
            10,527,985Net
      Income (Loss)
            
            
            (926,383
            )
            
            
            10,527,985
            
            
            
            9,601,602Net
      Income (Loss) Available to common shareholders
            
            
            (899,033
            )
            
            
            10,527,985
            
            
            
            9,628,952EPS
      – Basic
            
            
            (0.07
            )
            
            
            0.79
            
            
            
            0.72EPS
      – Diluted
            
            
            (0.07
            )
            
            
            0.30
            
            
            
            0.23Statement
      of Operations for the nine months ended September 30, 2007Marked-to-Market
      Gain (Loss)
            
            
            0
            
            
            
            (2,872,414
            )
            
            
            (2,872,414
            )Net
      Income (Loss)
            
            
            (1,462,274
            )
            
            
            (2,872,414
            )
            
            
            (4,334,688
            )Net
      Income (Loss) Available to common shareholders
            
            
            (1,434,924
            )
            
            
            (2,845,064
            )
            
            
            (4,279,988
            )EPS
      – Basic
            
            
            (0.11
            )
            
            
            (0.23
            )
            
            
            (0.34
            )EPS
      – Diluted
            
            
            (0.11
            )
            
            
            (0.23
            )
            
            
            (0.34
            )Balance
      Sheet as of December 31, 2007Conversion
      Option Liability
            
            
            0
            
            
            
            3,537,826
            
            
            
            3,537,826Warrant
      Liability
            
            
            0
            
            
            
            2,213,668
            
            
            
            2,213,668Accumulated
      Deficit
            
            
            11,232,567
            
            
            
            3,746,456
            
            
            
            14,979,023Total
      Stockholders’ Deficit (Equity)
            
            
            1,134,026
            
            
            
            5,751,494
            
            
            
            6,885,520Statement
      of Operations for the three months ended December 31, 2007Marked-to-Market
      Gain (Loss)
            
            
            0
            
            
            
            2,457,898
            
            
            
            2,457,898Net
      Income (Loss)
            
            
            (1,948,252
            )
            
            
            2,457,898
            
            
            
            509,646Net
      Income (Loss) Available to common shareholders
            
            
            (1,989,527
            )
            
            
            2,457,898
            
            
            
            468,371EPS
      – Basic
            
            
            (0.15
            )
            
            
            0.19
            
            
            
            0.04EPS
      – Diluted
            
            
            (0.15
            )
            
            
            0.17
            
            
            
            0.02Statement
      of Operations for the year ended December 31, 2007Marked-to-Market
      Gain (Loss)
            
            
            0
            
            
            
            (414,516
            )
            
            
            (414,516
            )Net
      Income (Loss)
            
            
            (3,410,526
            )
            
            
            (414,516
            )
            
            
            (3,825,042
            )Net
      Income (Loss) Available to common shareholders
            
            
            (3,424,451
            )
            
            
            (414,516
            )
            
            
            (3,838,967
            )EPS,
      Basic and Diluted
            
            
            (0.27
            )
            
            
            (0.03
            )
            
            
            (0.30
            )Balance
      Sheet as of  March 31, 2008Conversion
      Option Liability
            
            
            0
            
            
            
            2,737,709
            
            
            
            2,737,709Warrant
      Liability
            
            
            0
            
            
            
            1,713,023
            
            
            
            1,713,023Accumulated
      Deficit
            
            
            12,207,494
            
            
            
            2,445,694
            
            
            
            14,653,188Total
      Stockholders’ Deficit (equity)
            
            
            1,908,610
            
            
            
            4,651,075
            
            
            
            6,559,685Statement
      of Operations for the three months ended March 31, 2008Marked-to-Market
      Gain (Loss)
            
            
            0
            
            
            
            1,300,762
            
            
            
            1,300,762Net
      Income (Loss)
            
            
            (974,927
            )
            
            
            1,300,762
            
            
            
            325,835Net
      Income (Loss) Available to common shareholders
            
            
            (974,927
            )
            
            
            1,300,762
            
            
            
            325,835EPS
      - Basic
            
            
            (0.07
            )
            
            
            0.09
            
            
            
            0.02EPS
      - Diluted
            
            
            (0.07
            )
            
            
            0.08
            
            
            
            0.01Balance
      Sheet as of June 30,2008Conversion
      Option Liability
            
            
            0
            
            
            
            3,021,989
            
            
            
            3,021,989Warrant
      Liability
            
            
            0
            
            
            
            186,916
            
            
            
            186,916Accumulated
      Deficit
            
            
            13,098,072
            
            
            
            1,203,869
            
            
            
            14,301,941Total
      Stockholders’ Deficit (Equity)
            
            
            3,022,952
            
            
            
            3,185,486
            
            
            
            6,208,438Statement
      of Operations for the three months ended June 30, 2008Marked-to-Market
      Gain (Loss)
            
            
            0
            
            
            
            (515,057
            )
            
            
            (515,057
            )Net
      Income (Loss)
            
            
            (849,305
            )
            
            
            1,241,827
            
            
            
            392,522Net
      Income (Loss) Available to common shareholders
            
            
            (890,580
            )
            
            
            1,241,827
            
            
            
            351,247EPS
      – Basic
            
            
            (0.06
            )
            
            
            0.08
            
            
            
            0.02EPS
      – Diluted
            
            
            (0.06
            )
            
            
            0.08
            
            
            
            0.02Statement
      of Operations for the six months ended June 30, 2008Marked-to-Market
      Gain (Loss)
            
            
            0
            
            
            
            785,705
            
            
            
            785,705Net
      Income (Loss)
            
            
            (1,824,232
            )
            
            
            2,542,589
            
            
            
            718,357Net
      Income (Loss) Available to common shareholders
            
            
            (1,865,507
            )
            
            
            2,542,589
            
            
            
            677,082EPS
      – Basic
            
            
            (0.13
            )
            
            
            0.18
            
            
            
            0.05EPS
      – Diluted
            
            
            (0.13
            )
            
            
            0.18
            
            
            
            0.05Balance
      Sheet as of September 30, 2008Conversion
      Option Liability
            
            
            0
            
            
            
            4,032,781
            
            
            
            4,032,781Warrant
      Liability
            
            
            0
            
            
            
            310,389
            
            
            
            310,389Convertible
      Note Payable
            
            
            543,390
            
            
            
            (348,758
            )
            
            
            194,632Accumulated
      Deficit
            
            
            13,860,275
            
            
            
            1,697,812
            
            
            
            15,558,087Total
      Stockholders’ Deficit (Equity)
            
            
            3,604,689
            
            
            
            3,859,895
            
            
            
            7,464,584Statement
      of Operations for the three months ended September 30,
2008Marked-to-Market
      Gain (Loss)
            
            
            0
            
            
            
            (753,802
            )
            
            
            (753,802
            )Interest
      Expense
            
            
            57,387
            
            
            
            31,705
            
            
            
            89,092Net
      Income (Loss)
            
            
            (762,203
            )
            
            
            (785,507
            )
            
            
            (1,547,710
            )Net
      Income (Loss) Available to common shareholders
            
            
            (803,478
            )
            
            
            (785,507
            )
            
            
            (1,588,985
            )EPS
      – Basic and Diluted
            
            
            (0.05
            )
            
            
            (0.05
            )
            
            
            (0.10
            )Statement
      of Operations for the nine months ended September 30, 2008Marked-to-Market
      Gain (Loss)
            
            
            0
            
            
            
            260,838
            
            
            
            260,838Interest
      Expense
            
            
            1,041,538
            
            
            
            79,263
            
            
            
            1,120,801Net
      Income (Loss)
            
            
            (2,586,435
            )
            
            
            2,096,985
            
            
            
            (489,450
            )Net
      Income (Loss) Available to common shareholders
            
            
            (2,627,710
            )
            
            
            2,096,985
            
            
            
            (530,725
            )EPS
      – Basic and Diluted
            
            
            (0.18
            )
            
            
            0.14
            
            
            
            (0.04
            )




F-40





15.
SUBSEQUENT EVENTS





February
2, 2010  CAMOFI AND CAMHZN 15% Senior Secured Convertible
Debt





On
February 2, 2010, the Company entered into an agreement with CAMOFI for the
issuance of a Senior Secured Convertible Note for $140,000 (the “February 2010
CAMOFI Note”), maturing on August 1, 2010. The February 2010 CAMOFI Note can be
converted at $0.04 per share at any time during the term of the convertible
note, subject to certain anti-dilution adjustments. The note is secured by all
of the assets of the Company.




On
February 2, 2010, the Company entered into an agreement with CAMHZN for the
issuance of a Senior Secured Convertible Note for $35,000 (the “February 2010
CAMZHN Note”) maturing on August 1, 2010. The February 2010 CAMZHN Note can be
converted at $0.04 per share at any time during the term of the convertible
note, subject to certain anti-dilution adjustments.




In
connection with the February 2, 2010 Notes, the Company issued 7 year warrants
to purchase the Company’s common stock of 400,000 for CAMOFI and 100,000 for
CAMHZN.  The warrants have an exercise price of $0.000001 and are
subject to certain anti-dilution adjustments.  On March 3, 2010,
CAMOFI and CAMHZN waived their rights to trigger the anti-dilution provision for
the other convertible notes and warrants outstanding based on the issued
exercise price for the warrants above.





March
3, 2010  CAMOFI AND CAMHZN 15% Senior Secured Convertible
Debt





On March
3, 2010, the Company entered into an agreement with CAMOFI for the issuance of a
Senior Secured Convertible Note for $140,000 (the “March 2010 CAMOFI Note”),
maturing on August 1, 2010. The March 2010 CAMOFI Note can be converted at $0.04
per share at any time during the term of the convertible note, subject to
certain anti-dilution adjustments. The note is secured by all of the assets of
the Company.




On March
3, 2010, the Company entered into an agreement with CAMHZN for the issuance of a
Senior Secured Convertible Note for $35,000 (the “March 2010 CAMZHN Note”)
maturing on August 1, 2010. The March 2010 CAMZHN Note can be converted at $0.04
per share at any time during the term of the convertible note, subject to
certain anti-dilution adjustments.




In
connection with the March 3, 2010 Notes, the Company issued 7 year warrants to
purchase the Company’s common stock of 400,000 for CAMOFI and 100,000 for
CAMHZN. The warrants have an exercise price of $0.000001 and are subject to
certain anti-dilution adjustments. On March 3, 2010, CAMOFI and CAMHZN waived
their rights to trigger the anti-dilution provision for the other convertible
notes and warrants outstanding based on the issued exercise price for the
warrants above.





March
25, 2010  CAMOFI AND CAMHZN 15% Senior Secured Convertible
Debt





On March
25, 2010, the Company entered into an agreement with CAMOFI for the issuance of
a Senior Secured Convertible Note for $44,000 (the “March 25, 2010 CAMOFI
Note”), maturing on August 1, 2010. The March 25, 2010 CAMOFI Note can be
converted at $0.04 per share at any time during the term of the convertible
note, subject to certain anti-dilution adjustments. The note is secured by all
of the assets of the Company.




On March
25, 2010, the Company entered into an agreement with CAMHZN for the issuance of
a Senior Secured Convertible Note for $11,000 (the “March 25, 2010 CAMZHN Note”)
maturing on August 1, 2010. The March 25, 2010 CAMZHN Note can be converted at
$0.04 per share at any time during the term of the convertible note, subject to
certain anti-dilution adjustments.




F-41




In
connection with the March 25, 2010 Notes, the Company issued 7 year warrants to
purchase the Company’s common stock of 176,000 for CAMOFI and 44,000 for CAMHZN.
The warrants have an exercise price of $0.000001 and are subject to certain
anti-dilution adjustments.  On March 25, 2010, CAMOFI and CAMHZN
waived their rights to trigger the anti-dilution provision for the other
convertible notes and warrants outstanding based on the issued exercise price
for the warrants above.





Issuance
of Stock





In
January 2010, the Company issued 400,000 shares of restricted common stock to
consultants.





In
January 2010, the Company issued 640,000 shares of common to CAMOFI and CAMHZN
for conversion of $20,480 and $5,120, respectively, of principal on Convertible
Notes, respectively.





In
January 2010, the Company issued 250,000 shares of restricted common stock to
the Company’s landlord in lieu of penalties for late payments due.





In
February 2010, the Company issued 200,000 shares of restricted common stock to
consultants.





In March
2010, the Company issued 71,429 shares of restricted common stock in lieu of
penalties on its loan payable.









Issuance
of Options





On April
5, 2010, the Company granted each of five new non-employee directors non-plan
options to purchase 1,000,000 shares of common stock, and a consultant non-plan
options to purchase 5,000,000 shares of common stock in consideration for
investor relations services, all at an exercise price of $0.13 per
share.




F-42