**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM 10-KSB/A**


**(Amendment
      No. 1)**




x
            **ANNUAL
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934**


**For
      the fiscal year ended December 31, 2007**




**o**
            **TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934**




**FOR
      THE TRANSITION PERIOD FROM __________ TO ____________**




Commission
      file number: 000-09459




**NEW
      CENTURY COMPANIES, INC.**


(Name
      of
      small business issuer in its charter)





**Delaware**
            
            **0610345787**(State
                or other jurisdiction of
              incorporation)
            
            (I.R.S.
                Employer Identification No.)**9831
                Romandel Avenue**
              **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:




**TITLE
                OF EACH CLASS**
            **NAME
                OF EACH EXCHANGE**
              **ON
                WHICH REGISTERED**







Securities
      registered under Section 12(g) of the Exchange Act:


**Common
      Stock, Par Value $0.10**


(Title
      of
      Class)




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 xNo
o





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B is not contained in this form, and no disclosure will 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-KSB. x





Indicate
      by check mark whether the issuer is a shell company. Yes oNo x





The
      issuer's revenue for its most recent fiscal year was $10,048,309.








The
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which common equity was
      sold, on the average bid and ask price of such common equity on May 12, 2008
      was
      $0.14. As of May 12, 2008, there were 14,119,656 shares of common stock issued
      and outstanding.





EXPLANATORY
      NOTE: This Amendment No. 1 is being filed solely to revise Exhibit 31.1 of
      Form
      10-KSB (the “Report”) that was originally filed on May 15, 2008 to correct the
      introductory language in Paragraph 4 of such certificate. This amendment to
      the
      Report does not alter any part of the contents of the Report except for the
      changes to Exhibit 31.1. We have not updated the disclosure contained in the
      Report to reflect any events that occurred at a date subsequent to the filing
      of
      the Report. The filing of this amendment is not a representation that any
      statements contained in the Report are true or complete as of any date
      subsequent to the date of the Report.








**SIGNATURES**




In
      accordance with Section 13 or 15(d) of the Exchange Act, the Company caused
      this
      amendment to report to be signed on its behalf by the undersigned, thereunto
      duly authorized.




Date:
                November 24, 2008
            NEW
                CENTURY COMPANIES, INC.
              
              
              /s/
                David Duquette
              
              Name:
                David Duquette
              Title:
                Chairman, President and Director





In
      accordance with the Exchange Act, this amendment to report has been signed
      below
      by the following persons on behalf of the Company and in the capacities and
      on
      the dates indicated.




Date:
                November 24, 2008
            /s/
                David Duquette
              
              Name:
                David Duquette
              Title:
                Chairman, President and DirectorDate:
                November 24, 2008
            /s/
                Josef Czikmantori
              
              Name:
                Josef Czikmantori
              Title:
                Secretary and Director