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 OF


1934.





FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2008





OR





 ̈ 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
REGISTRANT ISSUER IN ITS CHARTER)





DELAWARE
              0610345787(STATE OR OTHER JURISDICTION OF INCORPORATION)
              (I.R.S.
      EMPLOYERIDENTIFICATION
      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   ̈    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  x    No   ̈





Check
whether the issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act. Yes   ̈    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    ̈
              
              Accelerated
      filer                    ̈Non-accelerated
      filer      ̈
              
              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  ̈ 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, 2008
was $1,808,000.





As
of May 12, 2009, there were 15,344,654 shares of common stock issued and
outstanding.





NEW
CENTURY COMPANIES, INC.


FORM
10-K


INDEX





PAGEPART
      IItem
      1.
                                                                                                      Description
      of Business
                                                                                                      
                                                                                                      3Item
      1A.
                                                                                                      Risk
      Factors
                                                                                                      
                                                                                                      5Items
      1B.
                                                                                                      Unresolved
      Staff Comments
                                                                                                      
                                                                                                      8Item
      2.
                                                                                                      Properties
                                                                                                      
                                                                                                      8Item
      3.
                                                                                                      Legal
      Proceedings
                                                                                                      
                                                                                                      8Item
      4.
                                                                                                      Submission
      of Matters To a Vote of Security Holders
                                                                                                      
                                                                                                      8PART
      IIItem
      5.
                                                                                                      Market
      for Company's Common Equity, Related Stockholder Matters,and Issuer
      Purchases of Equity Securities
                                                                                                      
                                                                                                      8Item
      6.
                                                                                                      Selected
      Financial Data
                                                                                                      
                                                                                                      11Item
      7.
                                                                                                      Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
                                                                                                      
                                                                                                      11Item
      7 A.
                                                                                                      Quantitative
      and Qualitative Disclosures About Market Risk
                                                                                                      
                                                                                                      15Item
      8.
                                                                                                      Financial
      Statements and Notes to the Consolidated Financial
    Statements
                                                                                                      
                                                                                                      15Item
      9.
                                                                                                      Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
                                                                                                      
                                                                                                      16Item
      9A(T)
                                                                                                      Controls
      and Procedures
                                                                                                      
                                                                                                      16Item
      9B
                                                                                                      Other
      Information
                                                                                                      
                                                                                                      19PART
      IIIItem
      10.
                                                                                                      Directors,
      Executive Officers, and Corporate Governance;
                                                                                                      
                                                                                                      20Item
      11.
                                                                                                      Executive
      Compensation
                                                                                                      
                                                                                                      22Item
      12.
                                                                                                      Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                                                                                                      
                                                                                                      25Item
      13.
                                                                                                      Certain
      Relationships and Related Transactions
                                                                                                      
                                                                                                      25Item
      14.
                                                                                                      Principal
      Accountant Fees and Services
                                                                                                      
                                                                                                      26PART
      IVItem
      15.
                                                                                                      Exhibits
      and Financial Statement Schedules
                                                                                                      
                                                                                                      26Signatures
                                                                                                      
                                                                                                      29Report
      of Independent Registered Public Accounting Firm
                                                                                                      
                                                                                                      F-1Financial
      Statements
                                                                                                      
                                                                                                      F-2Notes
      to the Consolidated Financial Statements
                                                                                                      
                                                                                                      F-6


2


PART
I





ITEM
1. DESCRIPTION OF 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





Corporate
Operations





The
common stock of New Century Companies, Inc. ("New Century" or the
"Company")  is quoted on the OTC Bulletin Board under the symbol
"NCNC.OB".





The
Company is engaged in acquiring, re-manufacturing and selling pre-owned Computer
Numerically Controlled ("CNC") machine tools to manufacturing customers. The
Company 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,
which is approximately 40%-50% of the price of a new machine. The Company also
manufactures original equipment CNC large turning lathes and attachments under
the trade name Century Turn.





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.





The
primary industry segments in which NCR machines are utilized to make component
parts are in aerospace, power generation turbines, military, component parts for
the energy sector for natural gas and oil exploration and medical fields. The
Company sells its products to customers in the United States, Canada and
Mexico.





Over the
last four years, the Company has designed and developed a large horizontal CNC
turning lathe with productivity features new to the metalworking industry. The
Company 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.


3





INDUSTRY
OVERVIEW





We
provide our manufactured and remanufactured machines as part of the machine tool
industry. The machine tool industry worldwide is approximately a 30 billion
dollar 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.





Our
machines are utilized in a wide variety of industry segments as follows:
aerospace, energy, valves, fittings, oil and gas, machinery and equipment, and
transportation. With the recent downturn in the aerospace industry, we have seen
an increase in orders from new industries such as defense and medical
industries.





CUSTOMERS





Each year
we have approximately 50% new customers and 50% repeat customers. The Company
has on average between 14 and 30 machines under contract. In 2008, the Company
had 19 customers and in 2007 had 20 customers.





SUPPLIERS





Our three
largest suppliers are GE Fanuc Automation, Bearings and Drives and Sandvik
Coromant.





MARKETING





We market
our CNC turning lathes primarily through direct sales and independent
representatives throughout the United States. We also market our lathes through
advertising in industrial trade publications. We have recently engaged the
services of three independent sales representatives who have had a key impact on
the amount of direct sales.





We market
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 capitalize on the opportunities for growth in our core
businesses by increasing our penetration of existing markets and expanding into
new markets by introducing new products and services.





SEASONALITY





Our
business is subject to certain 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. The market for machine tools is also sensitive to
economic conditions, production capacity utilization and the general level of
business confidence.





COMPETITION





The
market for remanufacturing services for the machine tools is competitive, with
competition from numerous independent rebuild suppliers with various sales and
resource levels. We believe that we have a partial competitive advantage because
we employ skilled personnel who have been trained for and have experience with
these 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.


4





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, 2008, we had 29 full-time employees. The Company believes its
relationships with its employees are good. 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.





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
website (HTTP://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;


5





■
            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





■
            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.





Reliance
on External Financing to Meet Cash Requirements





The
Company will continue to rely upon external financing sources to meet the cash
requirement of its ongoing operations. New Century is currently seeking
additional capital in the form of equity or debt, or a combination thereof.
However, 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. These conditions raise substantial doubt about New
Century’s ability to continue as a going concern. The Company’s continuation as
a going concern is dependent upon its ability to ultimately attain profitable
operations, generate sufficient cash flow to meet its obligations, and obtain
additional financing as may be required.





Volatile
Share Price and Thinly Traded Stock





The
Company’s 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.


6





Convertible
Debentures





The
Company has issued $3,700,000 principal amount of convertible debentures to one
hedge fund. These debentures mature in August 2010. As of December 31, 2008, 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 are convertible into 52,857,000 shares of common
stock, which would give the hedge fund approximately 78% of the Company’s common
stock, if presently 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%.


Seasonality





The
Company’s business is subject to certain 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. The market for machine tools is
also sensitive to economic conditions, production capacity utilization and the
general level of business confidence.





Competition





The
market for remanufacturing services for the machine tools is competitive with
competition from numerous independent rebuild 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
Messrs Duquette and Czikmantory. 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.





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.


7





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 for the year ended December 31, 2008. 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 1B.
UNRESOLVED STAFF COMMENTS





The
Company is currently finalizing Staff comments related to the treatment of
preferred dividends that are accrued but unpaid and have been outstanding for a
period of time.





ITEM
2. DESCRIPTION OF PROPERTY.





We lease
our headquarters in Santa Fe Springs, California, which expire on March 31,
2018, and conduct our operations at such facilities. We believe that our
facilities are in good condition and provide adequate capacity to meet our needs
for the foreseeable future.





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





LOCATION
                          
                          PRINCIPAL
      USES
                          
                          APPROX
      SQ. FT.9831
      Romandel Ave.Santa
      Fe Springs, CA 90670
                          
                          Manufacturing
      Machinery
                          
                          
                          40,000





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.





ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.





None.





PART
II





ITEM
5. MARKET FOR COMPANY'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND
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.


8





For
Year Ended December 31, 2008





HIGH
                  
                  
                  LOWDecember
      31
                  
                  $
                  0.13
                  
                  
                  
                  0.03September
      30
                  
                  
                  0.12
                  
                  
                  
                  0.06June
      30
                  
                  
                  0.23
                  
                  
                  
                  0.07March
      31
                  
                  
                  0.27
                  
                  
                  
                  0.14





For
Year Ended December 31, 2007





HIGH
                  
                  
                  LOWDecember
      31
                  
                  $
                  0.43
                  
                  
                  
                  0.15September
      30
                  
                  
                  0.75
                  
                  
                  
                  0.36June
      30
                  
                  
                  0.82
                  
                  
                  
                  0.34March
      31
                  
                  
                  0.48
                  
                  
                  
                  0.20





We have
not declared any cash dividends on our common stock since inception. 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.





At
December 31, 2008 we had approximately 170 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, 2008 is
Signature Stock Transfer, Plano, Texas.  On March 18, 2008, the
Company’s transfer agent Computershare AKA U.S. Stock Transfer, Los Angeles,
California, was changed to Signature Stock Transfer, Plano, Texas.





RECENT
SALES OF UNREGISTERED SECURITIES


Related
to CAMHZN Secured Convertible Note





On August
8, 2008, the Company issued a 15% Senior Secured Convertible Promissory 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.





In connection with
the CAMHZN note , the Company granted 1,000,000 seven year warrants with an
exercise price of $0.07 to CAMHZN Master LDC.





On
December 30, 2008, the Company entered into an amended agreement with the
warrant holder, CAMHZN Master LDC, where by 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 added
the $150,000 to deferred financing fees and is amortizing it over the remaining
maturity life of the Note.


9





Issuance
of Common Stock For Services





Issuance Of Stock For Services
Valued Based OnThe Stock Market Price Of The Shares At The Contract
Date





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 operating expense over the life of the agreement. The
consulting fees under this contract were amortized to expense during the
year.





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 expense during the
year.





In
February 2008, the Company entered into a one year 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 amortized to operating expense over the life of the agreement.
The consulting fees under this contract were amortized to expense during the
year.




In
February 2008, the Company entered into a three month 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 is amortized to operating expense over the life of the agreement. At
December 31, 2008, the remaining deferred consulting fees under this contract
totaled $2,500.





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, vest 50% on December 31, 2008 and 50% on April 8,
2009 and expire on April 6, 2010.





SFAS No.
123-R requires employee stock options and rights to purchase shares under stock
participation plans to be accounted for under the fair value method and requires
the use of an option pricing model for estimating fair value. Accordingly,
share-based compensation is measured at the grant date, based on the fair value
of the award. The exercise price of options is generally equal to the market
price of the Company's common stock (defined as the closing price as quoted on
the Over-the-Counter Bulletin Board administered by Nasdaq) on the date of
grant. Accordingly, $97,500 of share-based compensation will be recognized in
the financial statements based on vesting periods, as follows: $48,750 for the
year ended December 31, 2008, and $48,750 for the year ended December 31,
2009.





At
December 31, 2008, the Company had 900,000 options available for future issuance
under their equity compensation plans.





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.


10





The
following table summarizes information related to stock options outstanding at
December 31, 2008:





EQUITY
      COMPENSATION PLAN INFORMATIONNUMBER
      OF SECURITIESREMAINING
      AVAILABLE FORNUMBER
      OF SECURITIES TO BE
                  
                  
                  WEIGHTED-AVERAGE
                  
                  
                  FUTURE
      ISSUANCE UNDERISSUED
      UPON EXERCISE OF
                  
                  
                  EXERCISE
      PRICE OF
                  
                  
                  EQUITY
      COMPENSATION PLANSOUTSTANDING
      OPTIONS,
                  
                  
                  OUTSTANDING
      OPTIONS,
                  
                  
                  (EXCLUDING
      SECURITIES REFLECTEDWARRANTS
      AND RIGHTS
                  
                  
                  WARRANTS
      AND RIGHTS
                  
                  
                  IN
      COLUMN(A))(A)
                  
                  
                  (B)
                  
                  
                  (C)Equity
      compensation plans approved by security holders
                  
                  
                  3,300,000
                  
                  
                  $
                  0.15
                  
                  
                  
                  900,000Equity
      compensation plans not approved by security holders
                  
                  
                  6,386,824
                  
                  
                  
                  0.20Total
                  
                  
                  9,686,824
                  
                  
                  $
                  0.19
                  
                  
                  
                  900,000





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.





See
discussion of Plan approval by the shareholders in the accompanying financial
statements.





ITEM
6. SELECTED FINANCIAL DATA.





Not
applicable.





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





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 a net loss for the years ended December 31, 2008 and
2007. This was a result of a dramatic decrease in sales and a high non cash
interest expense resulting from debt discount amortization related to two
convertible notes, debt service and related expenses, and non cash stock
compensation expenses for investor relations and employee options. 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.


11





RESULTS
OF OPERATIONS FOR THE PERIOD ENDED DECEMBER 31, 2008 COMPARED TO DECEMBER 31,
2007.





Revenues. New Century
generated revenues of $4,822,026 for the fiscal year ended December 31, 2008,
which was a 52% decrease from $10,048,309 for the fiscal year ended December 31,
2007. 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.





Gross Profit.Gross
loss  for the year ended December 31, 2008, was $(676,170)
or  (14%) of revenues, compared to a $2,120,054 gross profit or 21% of
revenues for the year ended December 31, 2007, a $2,796,224 decrease. The
decrease in gross profit is due to certain fixed overhead expenses applied to
lower revenues and certain manufacturing inefficiencies as a result of the
relocation of facilities in the first quarter of 2008.





Operating
Loss.  There was an increase in operating loss for the fiscal
year ended December 31, 2008, from operating loss of $(332,625) for the fiscal
year ended December 31, 2007 to an operating loss of $(3,192,887) for the fiscal
year ended December 31, 2008. The $2,860,262 increase in loss is primarily due
to decreased revenues and lower gross profit.





The
Company incurred total operating expenses of $2,516,717 for the year ended
December 31, 2008, which was a $64,038 or 3% increase from $2,452,679 for the
year ended December 31, 2007. In the year ended December 31, 2008, compared with
the year ended 2007, all the operating expenses increased (decreased) as
follow:





Increase/(Decrease)
                    %Consulting
      and other compensation
                  
                  
                  (38
                  )Salaries
      and related
                  
                  
                  93Selling,
      general and administrative
                  
                  
                  2





The
decrease in consulting and other compensation is due to the reduction in the
number of consulting contracts and the expiration of the existing contracts. The
increase in salaries and related costs is due to the reclassification of certain
costs to compensation and selling, general and administrative expenses increased
due to the increase in public company costs and leasehold costs related to the
relocation of the Company’s facilities.





Interest Expense and Debt Discount
Amortization.Interest expense for the year ended December 31, 2008, was
$1,749,026 compared with $3,153,781 for the year ended December 31, 2007. The
decrease of $1,404,755 or 45% in interest expenses is primarily due to
restructuring of $3.5 million of convertible debt to $2.95 million during the
quarter ended September 30, 2007. Also, in the year ended 2007, the company
incurred approximately $650,000 of additional penalties and interest due to
defaulting on the CAMOFI loan.





Change in Fair Value of Derivative
Liabilities.In connection with its convertible notes, the Company
recorded conversion option and warrant derivative liabilities. The derivative
liabilities are reevaluated each reporting period.


For
the year ended December 31, 2008, there was a  $4,168,415 of gain from
decrease in fair value of conversion option liability and of warrants to
purchase common stock  related with the Company`s convertible
notes.  A gain of $2,146,223 was from decrease in fair value of
conversion option liability, and $2,074,024 from decrease in fair value of
warrants to purchase common stock liability.  The decrease in fair
value was recorded as a gain in the Company’s Statement of Operations. (See Note
6 to the consolidated financial statements).


12





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 financings.





It is our
policy to carefully monitor the state of our business, cash requirements and
capital structure. We believe that funds generated from our operations and
availability from our borrowing facilities will be sufficient to fund current
business operations as well as anticipated growth over at least the next twelve
months; however, there can be no assurance that any growth will occur and
unexpected events may result in our need to raise additional
capital.





The net
cash decrease during the fiscal year ended 2008 was $249,840. For the year ended
December 31, 2008, the cash used in operating activities was $697,892, compared
with 767,115 cash provided by operating activities in the prior year. For the
year ended December 31, 2008, $448,052 cash was provided by financing
activities, compared with $506,479 cash used in financing activities in the
prior year. The increase in cash provided by financing activities is primarily
due to $600,000 of proceeds from the issuance of a convertible note in the third
quarter of 2008, compared to no cash proceeds from debt or equity in 2007. For
the year ended December 31, 2008, no cash was used in or provided by investing
activities compared with ($32,225) cash used in investing activities for the
year ended December 31, 2007.





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
no off-balance sheet arrangements, as definedin 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. The agreement is for 12 months, totaling $360,000
rent.





GOING
CONCERN





The
Company's independent registered certified public accounting firm has stated in
their report included in this Form 10-K, that the Company has incurred operating
losses and has a
significant   stockholders'   deficit.  These
conditions, among others, 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.





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:


13





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
EITF 00-10 "Accounting for Shipping and Handling Fees and Costs." Such fees and
costs incurred by the Company are immaterial to the operations of the
Company.





In
accordance with SFAS 48, "Revenue Recognition when Right of Return Exists,"
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 Staff Accounting
Bulletin 101 ("SAB 101"), "Revenue Recognition," as amended by SAB No. 104 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 SAB 101 amended by SAB 104.
The Company recognizes revenue of long-term contracts pursuant to SOP
81-1.





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, collectability of contracts receivable
and the estimating 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, 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.





As of
December 31, 2007, the Company accumulated unpaid dividends totaling $376,725.
At December 31, 2007, the Company had a total of 26,880 preferred shares Series
C and 11,640 preferred shares Series D issued and outstanding.


14





During
2007, the Company recorded a reduction in dividends payable of $69,750, as
management determined that those dividends are no longer required to be paid by
the Company.





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 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.





Income
Taxes





Income
taxes are accounted for in accordance with Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes
(“SFAS 109”). This statement requires the recognition of deferred tax assets and
liabilities to reflect the future tax consequences of events that have been
recognized in the Company’s 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,
SFAS 109 requires 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, 2008
and 2007. The valuation allowance approximates $6,977,000 and $5,385,000 for the
years ended December 31, 2008 and 2007, respectively. (See Note 7 to the
consolidated financial statements)




On
January 1, 2007, the Company adopted the provisions of FIN 48, Accounting for Uncertainty in
Income Taxes, an interpretation of FASB Statement No. 109, Accounting for Income
Taxes. FIN 48 clarifies the accounting for uncertainty in income taxes
recognized in the entity’s financial statements in accordance with SFAS No.
109.




Stock-Based
Compensation




Effective
January 1, 2006, we adopted the fair value method of accounting for employee
stock compensation cost pursuant to SFAS No. 123(R), Share-Based Payments. Prior
to that date, we used the intrinsic value method under Accounting Policy Board
Opinion No. 25 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 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 1 of the financial statements.




We
account for the stock options granted to non-employees in accordance with EITF
Issue No. 96-18, Accounting
for Equity Instruments That Are Issued to Other Than Employees for
Acquiring,or in
Conjunction with Selling, Goods or Services, and SFAS No.
123(R).





ITEM
7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Not
applicable.





ITEM
8. FINANCIAL STATEMENTS.





The
Consolidated Financial Statements of the Company are set forth at the end
hereof.


15





ITEM9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.





None.





ITEM
9A(T). CONTROLS AND PROCEDURES





Evaluation
of Disclosure Controls and Procedures





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, 2008 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.


16





Management
assessed and evaluated the effectiveness of our internal control over financial
reporting as of December 31, 2008.   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.





(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 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,
2008.





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, 2008, 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.


17


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.
 
 ·         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 prior to the December 31, 2008 10-K filing during
2009.
 
 (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.
  18
 
 (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.
  ITEM
9B - OTHER INFORMATION
  None.
  19
  PART
III
 
 ITEM
10. DIRECTORS, EXECUTIVE OFFICERSAND 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, 2008. 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
                
                65
                
                Chairman
      of the Board, ChiefFinancial
      Officer, President andDirectorJosef
      Czikmantori
                
                58
                
                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 five 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, 2008 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
 The
Company does 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, we do 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. Mr. 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.
  21
 
 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, 2008, 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
                                    (4)
                                    ($)
                                  
                                  
                                  Total
                                    ($)David
      Duquette,Chief
      Executive Officer,
                                  
                                  2008
                                  
                                  
                                  130,000
                                  
                                  
                                  
                                  0
                                  
                                  
                                  
                                  26,625
                                  (2)
                                  
                                  
                                  —
                                  
                                  
                                  
                                  171,864
                                  
                                  
                                  
                                  520,108and
      President
                                  
                                  2007
                                  
                                  
                                  200,000
                                  
                                  
                                  
                                  0
                                  
                                  
                                  
                                  158,400
                                  (2)
                                  
                                  
                                  —
                                  
                                  
                                  
                                  191,619
                                  (5)
                                  
                                  
                                  358,400Josef
      CzikmantoryVice
      President,
                                  
                                  2008
                                  
                                  
                                  74,100
                                  
                                  
                                  
                                  0
                                  
                                  
                                  
                                  16,276
                                  (3)
                                  
                                  
                                  —
                                  
                                  
                                  
                                  38,434
                                  
                                  
                                  
                                  212,431Secretary
      Officer
                                  
                                  2007
                                  
                                  
                                  108,300
                                  
                                  
                                  
                                  0
                                  
                                  
                                  
                                  79,200
                                  (3)
                                  
                                  
                                  —
                                  
                                  
                                  
                                  83,621
                                  (5)
                                  
                                  
                                  187,500
 
 (1)
Valuation based on the dollar amount of option grants recognized for financial
statement reporting purposes pursuant to FAS 123(R) with respect to 2007 and
2008.
  (2) 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 300,000 shares in October
8, 2008 at an exercise price of $0.075 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.
 
 (5) These
amounts represent 2006 and 2007 expenditures made on behalf of executive
officers.
  22
 
 2008
GRANTS OF PLAN-BASED AWARDS TABLE
 Estimated Future Payouts Under
                                      Equity
      Incentive Plan Awards
                                    
                                    
                                    Exercise or
                                      Base
      Price
                                      of
      Option
                                    
                                    
                                    Closing
                                      Price on
                                      Grant
                                    
                                    
                                    Grant
                                      Date
                                      Fair
                                      Value
      of
                                      Stock
                                      and
                                      OptionName
                                    
                                    Grant
                                      Date
                                    
                                    Threshold
                                      ($)
                                    
                                    
                                    Target
                                      ($)
                                    
                                    
                                    Maximum
                                      ($)
                                    
                                    
                                    Awards
                                      ($ / Sh)
                                    
                                    
                                    Date
                                      ($ / Sh)
                                    
                                    
                                    Awards
                                      ($)(1)
                                    
                                    
                                    (2)
                                    
                                    
                                    (3)David
      Duquette
                                    
                                    11/13/06
                                    
                                    
                                    180,000
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    200,000
                                    
                                    
                                    
                                    0.20
                                    
                                    
                                    
                                    0.18
                                    
                                    
                                    
                                    0.1810/08/08
                                    
                                    
                                    26,625
                                    
                                    
                                    
                                    18,750
                                    
                                    
                                    
                                    41,250
                                    
                                    
                                    
                                    0.0825
                                    
                                    
                                    
                                    0.075
                                    
                                    
                                    
                                    0.075Josef
      Czikmantory
                                    
                                    11/13/06
                                    
                                    
                                    90,000
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    100,000
                                    
                                    
                                    
                                    0.20
                                    
                                    
                                    
                                    0.18
                                    
                                    
                                    
                                    0.1810/08/08
                                    
                                    
                                    16,276
                                    
                                    
                                    
                                    11,250
                                    
                                    
                                    
                                    22,500
                                    
                                    
                                    
                                    0.075
                                    
                                    
                                    
                                    0.075
                                    
                                    
                                    
                                    0.075
  (1)
December 31, 2008 unexercised options evaluated using fair value at grant
date.
  (2)
December 31, 2008 remaining compensation expense of options evaluated using
closing price on grant date.
  (3)
December 31, 2008 unexercised options valuated at exercise price of
options.
  OUTSTANDING EQUITY AWARDS AT FISCAL
YEAR-END
 Option
      AwardsNumber of
                              Securities
                              Underlying
                              Unexercised
                              Options
                              (#)
                            
                            
                            Number of
                              Securities
                              Underlying
                              Unexercised
                              Options
                              (#)
                            
                            
                            Equity
                              Incentive
                              Plan Awards:
                              Number of
                              Securities
                              Underlying
                              Unexercised
                              Unearned
                              Options
                            
                            
                            Option
                              Exercise
                              Price
                            
                            Option
                              ExpirationName
                            
                            Exercisable
                            
                            
                            Unexercisable
                            
                            
                            (#)
                            
                            
                            ($)
                            
                            DateDavid
      Duquette(1)
                            
                            
                            1,000,000
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0.20
                            
                            11/13/11(2)
                            
                            
                            250,000
                            
                            
                            
                            250,000
                            
                            
                            
                            0
                            
                            
                            
                            0.0825
                            
                            04/06/10Josef
      Czikmantory(1)
                            
                            
                            500,000
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            0.20
                            
                            11/13/11(2)
                            
                            
                            150,000
                            
                            
                            
                            150,000
                            
                            
                            
                            0
                            
                            
                            
                            0.075
                            
                            04/06/10
 
 (1)
              These
      options were fully vested as of December 31,
  2007.
 (2)
              50% of these options were fully
      vested as of December 31, 2008, and 50% are vested and exercisable after
      April 8, 2009.
  23
 
 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, 2008 here is no long-term incentive plan.
 The
Company has no employment agreements with its executive
officers.
  24
  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, 2008 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.
 
 PERCENTAGE
      OFNAME OF BENEFICIAL OWNER
                  
                  NO. OF SHARES
                  
                  
                  OWNERSHIPDavid
      Duquette
                  
                  
                  2,433,334
                  (1)
                  
                  
                  16
                  %Josef
      Czikmantori
                  
                  
                  1,300,000
                  (2)
                  
                  
                  8
                  %Officers
      and Directors as a Group (2 persons)
                  
                  
                  3,733,334
                  
                  
                  
                  24
                  %
 
 Based on
15,344,656 shares outstanding. Common stock subject to options or warrants that
are currently exercisable or exercisable within 60 days of December 31, 2008 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 1,500,000 shares (ISOP).
 
 (2)
Includes options to purchase 800,000 shares (ISOP).
 
 ITEM
13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE.
 
 NOTES
RECEIVABLE FROM STOCKHOLDERS
 
 As of
December 31, 2008, the Company had loans to our officers for $585,298, including
accrued interest. These loans were originated in 1999 and no additional amounts
have been loaned to the stockholders.  The loans accrue interest at 6%
and are due on demand. The Company has reclassified the notes receivable from
stockholders to stockholders' equity as such amounts have not been repaid during
the current year, and stopped accruing interest in 2008. The stockholders have
shown the ability to repay the loans and intend on repaying such amounts in the
future.
 
 DIRECTOR
INDEPENDENCE
 
 Neither
of our directors is considered independent as each is an employee of the
Company.
  25
 
 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
 The
following table presents fees for professional services rendered by 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, 2008, and 2007 and fees billed for other services rendered by Squar
Milner during such years:
 
 For the
Years Ended December 31,
 
 2008
                    
                    
                    2007Audit
      Fees (1)
                    
                    $
                    122,000
                    
                    
                    $
                    107,000Audit
      Related Fees
                    
                    $
                    12,200
                    
                    
                    
                    10,700Preparation
      of Income TaxFees
                    
                    $
                    8,900
                    
                    
                    $
                    8,900All
      Other Fees (2)
                    
                    $
                    7,600
                    
                    
                    $
                    53,700$
                    150,700
                    
                    
                    $
                    180,300
 
 (1) Such
billings include the quarterly reviews.
 (2) Such
billings were in connection with review of 2007 SB-2 filings and October 2008
SEC Comment letter.
 
 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.
  26
 
 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)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
  27
 
 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(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
  28
 
 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:
      May 20, 2009
                    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:
      May 20, 2009
                /s/
                DAVID DUQUETTEName:
                David
      DuquetteTitle:
                Chairman,
      President and DirectorDate:
      May 20 , 2009
                /s/
                JOSEF CZIKMANTORIName:
                Josef
      CzikmantoriTitle:
                Secretary
      and Director
  29


NEW
CENTURY COMPANIES, INC.


AND
SUBSIDIARY





CONSOLIDATED
FINANCIAL STATEMENTS





DECEMBER
31, 2008 AND 2007








INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS





Report
      of Independent Registered Public Accounting Firm
              F-1Consolidated
      Balance Sheets
              F-2Consolidated
      Statements of Operations
              F-3Consolidated
      Statements of Stockholders’ Deficit
              F-4Consolidated
      Statements of Cash Flows
              F-5Notes
      to Consolidated Financial Statements
              F-6





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 2007, and the
related consolidated statements of operations, stockholders’ equity (deficit)
and cash flows for each of the two years in the period 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 audits.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audits 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
audits provide 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 2007, and the results of their
operations and their cash flows for each of the two years in the period 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, as of December 31, 2008, the Company
has a 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.  The accompanying consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.




As
discussed in Note 11 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 11.





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


May 20,
2009


Newport
Beach, California




F-1




NEW
CENTURY COMPANIES, INC. AND SUBSIDIARY


CONSOLIDATED
BALANCE SHEETS


December
31, 2008 and December 31, 2007





December
      31,
                                
                                
                                December
      31,2008
                                
                                
                                2007As
      RestatedASSETSCurrent
      AssetsCash
                                
                                $
                                31,889
                                
                                
                                $
                                281,729Contract
      receivables, net of allowance of $24,000 for December 31, 2008 and
      $251,158 for December 31, 2007
                                
                                
                                237,787
                                
                                
                                
                                438,876Inventories,
      net of reserve of $532,796 for December 31, 2008 and $285,837 for December
      31, 2007
                                
                                
                                564,022
                                
                                
                                
                                886,107Costs
      and estimated earnings in excess of billings on uncompleted
      contracts
                                
                                
                                416,664
                                
                                
                                
                                570,797Deferred
      financing costs, current portion
                                
                                
                                252,305
                                
                                
                                
                                358,292Prepaid
      expenses and other current assets
                                
                                
                                168,668
                                
                                
                                
                                14,183Total
      current assets
                                
                                
                                1,671,335
                                
                                
                                
                                2,549,984Property
      and Equipment, net
                                
                                
                                186,906
                                
                                
                                
                                269,092Deferred
      Financing Costs, long-term portion
                                
                                
                                233,702
                                
                                
                                
                                59,715Total
      Assets
                                
                                $
                                2,091,943
                                
                                
                                $
                                2,878,791LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      LiabilitiesBank
      overdraft
                                
                                
                                15,329
                                
                                
                                
                                18,962Accounts
      payable and accrued liabilities
                                
                                
                                1,417,464
                                
                                
                                
                                2,074,466Derivative
      liability
                                
                                
                                1,975,298
                                
                                
                                
                                5,751,694Dividends
      payable
                                
                                
                                459,275
                                
                                
                                
                                376,725Billings
      in excess of costs and estimated earnings on uncompleted
      contracts
                                
                                
                                1,388,348
                                
                                
                                
                                88,025Capital
      lease obligation, current portion
                                
                                
                                27,874
                                
                                
                                
                                25,59712%
      Convertible  notes payable, net of discount of $2,089,443 at
      December 31, 2008,and $1,175,504 at December 31, 2007
                                
                                
                                737,838
                                
                                
                                
                                1,391,16315%
      Convertible notes payable, net of discount of $350,090 at December 31,
      2008
                                
                                
                                399,910
                                
                                
                                
                                -Total
      current liabilities
                                
                                
                                6,421,336
                                
                                
                                
                                9,726,632Long
      Term LiabilitiesCapital
      lease obligation, for December 31, 2008, long-term
    portion
                                
                                
                                9,804
                                
                                
                                
                                37,679Total
      Liabilities
                                
                                
                                6,431,140
                                
                                
                                
                                9,764,311Commitments
      and ContingenciesStockholders'
      DeficitCumulative,
      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 $925,000 at December 31, 2008 and $910,000 at December 31, 2007
      )
                                
                                
                                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 $456,000 at December 31, 2008 and $416,000 at December 31, 2007
      )
                                
                                
                                291,000
                                
                                
                                
                                291,000Common
      stock, $0.10 par value, 50,000,000 shares authorized;  issued
      and outstanding15,344,654
      and 13,744,654 shares at December 31, 2008 and December 31,
      2007
                                
                                
                                1,534,466
                                
                                
                                
                                1,374,466Deferred
      equity compensation
                                
                                
                                (101,667
                                )
                                
                                
                                (334,921
                                )Notes
      receivable from stockholders
                                
                                
                                (564,928
                                )
                                
                                
                                (545,165
                                )Subscriptions
      receivable
                                
                                
                                -
                                
                                
                                
                                (462,500
                                )Additional
      paid-in capital
                                
                                
                                7,355,007
                                
                                
                                
                                7,743,743Accumulated
      deficit
                                
                                
                                (12,879,955
                                )
                                
                                
                                (14,979,023
                                )Total
      stockholders' deficit
                                
                                
                                (4,339,197
                                )
                                
                                
                                (6,885,520
                                )Total
      liabilities and stockholders' deficit
                                
                                $
                                2,091,943
                                
                                
                                $
                                2,878,791







See
accompanying notes to the consolidated financial statements.





F-2







NEW
CENTURY COMPANIES, INC. AND SUBSIDIARY


CONSOLIDATED
STATEMENTS OF OPERATIONS


For
the Years Ended December 31, 2008 and 2007







2008
                        
                        
                        2007As
      RestatedCONTRACT
      REVENUES
                        
                        $
                        4,822,026
                        
                        
                        
                        10,048,309COST
      OF SALES
                        
                        
                        5,498,196
                        
                        
                        
                        7,928,255GROSS
      PROFIT
                        
                        
                        (676,170
                        )
                        
                        
                        2,120,054OPERATING
      EXPENSESConsulting
      and other compensation
                        
                        
                        601,440
                        
                        
                        
                        964,570Salaries
      and related
                        
                        
                        837,147
                        
                        
                        
                        434,623Selling,
      general and administrative
                        
                        
                        1,078,130
                        
                        
                        
                        1,053,486TOTAL
      OPERATING EXPENSES
                        
                        
                        2,516,717
                        
                        
                        
                        2,452,679OPERATING
      INCOME (LOSS)
                        
                        
                        (3,192,887
                        )
                        
                        
                        (332,625
                        )OTHER
      INCOME (EXPENSES)Gain
      on writeoff of accounts payable
                        
                        
                        66,194
                        
                        
                        
                        111,459Gain
      on forgiveness of debt
                        
                        
                        2,872,133
                        
                        
                        
                        -Liquidated
      damages
                        
                        
                        -
                        
                        
                        
                        (55,417
                        )Gain
      (loss) on valuation of liabilities
                        
                        
                        4,168,415
                        
                        
                        
                        (414,516
                        )Interest
      income
                        
                        
                        19,763
                        
                        
                        
                        19,838Interest
      expense
                        
                        
                        (1,749,026
                        )
                        
                        
                        (3,153,781
                        )TOTAL
      OTHER INCOME (EXPENSES)
                        
                        
                        5,377,479
                        
                        
                        
                        (3,492,417
                        )INCOME
      (LOSS) BEFORE PROVISION FOR INCOME TAXES
                        
                        
                        2,184,592
                        
                        
                        
                        (3,825,042
                        )PROVISION
      FOR INCOME TAXES
                        
                        
                        (3,200
                        )
                        
                        
                        -NET
      INCOME / (LOSS)
                        
                        $
                        2,181,392
                        
                        
                        $
                        (3,825,042
                        )Preferred
      Stock Dividends
                        
                        $
                        (82,550
                        )
                        
                        $
                        (13,925
                        )NET
      INCOME (LOSS) APPLICABLE TO COMMON STOCKHOLDERS
                        
                        $
                        2,098,842
                        
                        
                        $
                        (3,838,967
                        )Basic
      net income / (loss) available to common stockholders per common
      share
                        
                        $
                        0.14
                        
                        
                        $
                        (0.30
                        )Diluted
      net income / (loss) available to common stockholders per common
      share
                        
                        $
                        0.05
                        
                        
                        $
                        (0.30
                        )Basic
      weighted average common shares outstanding
                        
                        
                        14,696,227
                        
                        
                        
                        12,886,382Diluted
      weighted average common shares outstanding
                        
                        
                        62,101,547
                        
                        
                        
                        12,886,382











F-3





NEW CENTURY COMPANIES, INC. AND
SUBSIDIARY


CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' DEFICIT




For
the Years Ended December 31, 2008 and 2007










Preferred
                                  
                                  
                                  Preferred
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  NotesStock,
      Series C
                                  
                                  
                                  Stock,
      Series D
                                  
                                  
                                  Common
      Stock
                                  
                                  
                                  Additional
                                  
                                  
                                  Receivable
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  TotalPaid
      In
                                  
                                  
                                  From
                                  
                                  
                                  Deferred
                                  
                                  
                                  Subscriptions
                                  
                                  
                                  (Accumulated
                                  
                                  
                                  Stockholders'Shares
                                  
                                  
                                  Amount
                                  
                                  
                                  Shares
                                  
                                  
                                  Amount
                                  
                                  
                                  Shares
                                  
                                  
                                  Amount
                                  
                                  
                                  Capital
                                  
                                  
                                  Stockholders
                                  
                                  
                                  Compensation
                                  
                                  
                                  Receivable
                                  
                                  
                                  Deficit)
                                  
                                  
                                  DeficitBalance,
      December 31, 2006 (Restated)
                                  
                                  
                                  27,780
                                  
                                  
                                  $
                                  27,780
                                  
                                  
                                  
                                  11,640
                                  
                                  
                                  $
                                  291,000
                                  
                                  
                                  
                                  11,714,654
                                  
                                  
                                  $
                                  1,171,466
                                  
                                  
                                  $
                                  6,797,526
                                  
                                  
                                  $
                                  (525,402
                                  )
                                  
                                  $
                                  (333,069
                                  )
                                  
                                  $
                                  (462,500
                                  )
                                  
                                  $
                                  (11,140,056
                                  )
                                  
                                  $
                                  (4,173,255
                                  )Isssuance
      of common stock for consulting services
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  1,340,000
                                  
                                  
                                  $
                                  134,000
                                  
                                  
                                  $
                                  470,000
                                  
                                  
                                  
                                  
                                  
                                  
                                  $
                                  (449,584
                                  )
                                  
                                  
                                  
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  154,416Issuance
      of stock for principal and interest due on convertible
      notes
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  675,000
                                  
                                  
                                  $
                                  67,500
                                  
                                  
                                  $
                                  356,817
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  $
                                  424,317Conversion
      of Preferred Stock
                                  
                                  
                                  (900
                                  )
                                  
                                  $
                                  (900
                                  )
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  15,000
                                  
                                  
                                  $
                                  1,500
                                  
                                  
                                  $
                                  (600
                                  )
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  $
                                  -Amortization
      of deferred compensation
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  $
                                  270,931
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  $
                                  270,931Stock
      Based Compensation
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  $
                                  296,801
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  $
                                  296,801Cumulative
      Preferred Dividends
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  $
                                  (13,925
                                  )
                                  
                                  $
                                  (13,925
                                  )Interest
      on Notes Receivable from stockholder
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  $
                                  (19,763
                                  )
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  $
                                  (19,763
                                  )Reclassification
      of deferred compensation
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  $
                                  -Issuance
      of options for Consulting Costs
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  $
                                  120,000
                                  
                                  
                                  
                                  
                                  
                                  
                                  $
                                  (120,000
                                  )Net Loss
      (Restated)
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  $
                                  (3,825,042
                                  )
                                  
                                  $
                                  (3,825,042
                                  )Balance,
      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
                                  )
                                  
                                  $
                                  (14,979,023
                                  )
                                  
                                  $
                                  (6,885,520
                                  )Isssuance
      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 & vested 50% 12/08
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  $
                                  35,014
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  $
                                  35,014Amortization of
      deferred compensation
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  $
                                  326,254
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  $
                                  326,254Cumulative
      Preferred Dividends
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  $
                                  (82,550
                                  )
                                  
                                  $
                                  (82,550
                                  )Write
      off of uncollectible receivable
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  $
                                  (462,500
                                  )
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  $
                                  462,500
                                  
                                  
                                  
                                  
                                  
                                  
                                  $
                                  -Interest
      on Note 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
                                  )
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  (12,880,181
                                  )
                                  
                                  $
                                  4,339,423









F-4





NEW
CENTURY COMPANIES, INC. AND SUBSIDIARY


CONSOLIDATED
STATEMENTS OF CASH FLOWS


For
the Years Ended December 31, 2008 and 2007





2008
                                    
                                    
                                    2007

                                        As
      RestatedCash
      flows from operating activities:Net
      income (loss)
                                    
                                    $
                                    2,181,392
                                    
                                    
                                    $
                                    (3,825,042
                                    )Adjustments to reconcile net loss
      to net cash (used
      in) provided by operating activities:Depreciation
      and amortization of property and equipment
                                    
                                    
                                    82,186
                                    
                                    
                                    
                                    127,397Bad
      debt expense (recovery)
                                    
                                    
                                    (2,741
                                    )
                                    
                                    
                                    158,700Gain
      on write off of accounts payable
                                    
                                    
                                    (66,194
                                    )
                                    
                                    
                                    111,459Gain
      on forgiveness of debt
                                    
                                    
                                    (2,872,133
                                    )
                                    
                                    
                                    -Amortization
      of deferred financing cost
                                    
                                    
                                    296,268
                                    
                                    
                                    
                                    358,295Amortization
      of stock-based consulting fees and employee
    compensation
                                    
                                    
                                    233,254
                                    
                                    
                                    
                                    567,732Amortization
      of debt discount
                                    
                                    
                                    1,280,067
                                    
                                    
                                    
                                    1,352,274Estmated
      fair market value of common stock issued for consulting services and
      related change in fair value
                                    
                                    
                                    162,355
                                    
                                    
                                    
                                    154,416Estmated
      fair market value of common stock issued to employees
                                    
                                    
                                    35,014
                                    
                                    
                                    
                                    -Gain
      (loss) on valuation of derivative liabilities
                                    
                                    
                                    (4,168,415
                                    )
                                    
                                    
                                    414,516Interest
      accrued on notes receivable from stockholders
                                    
                                    
                                    (19,763
                                    )
                                    
                                    
                                    (19,763
                                    )Changes
      in operating assets and liabilities:Contracts
      receivable
                                    
                                    
                                    203,830
                                    
                                    
                                    
                                    (294,015
                                    )Inventories
                                    
                                    
                                    322,085
                                    
                                    
                                    
                                    234,075Costs
      and estimated earnings in excess of billings on uncompleted
      contracts
                                    
                                    
                                    154,133
                                    
                                    
                                    
                                    589,871Prepaid
      expenses and other current assets
                                    
                                    
                                    (154,485
                                    )
                                    
                                    
                                    6,022Accounts
      payable and accrued liabilities
                                    
                                    
                                    334,932
                                    
                                    
                                    
                                    1,196,064Billings
      in excess of costs and estimated earnings on uncompleted
      contracts
                                    
                                    
                                    1,300,323
                                    
                                    
                                    
                                    (364,886
                                    )Net
      cash (used in) provided by operating activities
                                    
                                    
                                    (697,892
                                    )
                                    
                                    
                                    767,115Cash
      flows from investing activities:Purchases
      of property and equipment
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (32,225
                                    )Net
      cash used in investing activities
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (32,225
                                    )Cash
      flows from financing activities:Restricted
      cash
                                    
                                    
                                    -
                                    
                                    
                                    
                                    123,898Bank
      overdraft
                                    
                                    
                                    (3,633
                                    )
                                    
                                    
                                    190Proceeds
      from issuance of convertible notes payable
                                    
                                    
                                    600,000
                                    
                                    
                                    
                                    -Principal
      payments on notes payable and capital lease
                                    
                                    
                                    (148,315
                                    )
                                    
                                    
                                    (630,567
                                    )Net
      cash provided by (used in)  financing
    activities
                                    
                                    
                                    448,052
                                    
                                    
                                    
                                    (506,479
                                    )Net
      (decrease) increase  in cash
                                    
                                    
                                    (249,840
                                    )
                                    
                                    
                                    228,411Cash
      at beginning of year
                                    
                                    
                                    281,729
                                    
                                    
                                    
                                    53,318Cash
      at end of year
                                    
                                    $
                                    31,889
                                    
                                    
                                    $
                                    281,729Supplemental
      disclosure of non-cash financing and investing
    activities:Accrued
      cumulative dividends on preferred stock
                                    
                                    $
                                    82,550
                                    
                                    
                                    $
                                    83,675Reversal
      of accrued dividends on preferred stock
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    (69,750
                                    )Reclasification
      of accrued interes and penalties to notes payable
                                    
                                    $
                                    1,178,806
                                    
                                    
                                    $
                                    -Conversion
      of Series C preferred stock to common stock
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    1,500Debt
      discount balance on convertible notes payable
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    1,175,506Stock
      and warrants Issued for Financing Costs
                                    
                                    $
                                    36,000
                                    
                                    
                                    $
                                    -CAMHZN
      non-cash debt modification
                                    
                                    $
                                    150,000
                                    
                                    
                                    $
                                    -Derivative
      liabilities from 15% CAMHZN note
                                    
                                    $
                                    442,219
                                    
                                    
                                    $
                                    -Derivative
      liabilities from amended 12% CAMOFI note
                                    
                                    $
                                    2,773,598
                                    
                                    
                                    $
                                    -





See
accompanying notes to the consolidated financial statements.





F-5




1.
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Organization
and Nature of Operations





New
Century Companies, Inc. and Subsidiary (collectively, the "Company"), a
California corporation, was incorporated in March 1996 and is located in
Southern California. The Company is engaged in acquiring, re-manufacturing and
selling pre-owned Computer Numerically Controlled (CNC) machine tools to
manufacturing customers. The Company provides rebuilt, retrofit and
remanufacturing services for numerous brands of machine tools. It also
manufactures original equipment CNC large turning lathes and attachments under
the trade name Century Turn. CNC machines use commands from onboard computers to
control the movements of cutting tools and rotation speeds of the parts being
produced.





The
Company 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 businesses.





The
Company trades on the Over-the-Counter Bulletin Board under the symbol
“NCNC.OB.”





Principles
of Consolidation





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





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, 2008, the Company has a 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 (See Note 6)   These factors, among others, 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:


·
            The
      Company continues its aggressive program for selling
    machines.


·
            The
      Company continues to implement plans to further reduce operating
      costs.


·
            The
      Company 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.


F-6


Use
of Estimates





In the opinion of management, the
accompanying balance sheets and related statements of operations, cash flows,
and stockholders’ equity (deficit) include all adjustments, consisting only of
normal recurring items, necessary for their fair presentation in conformity with
accounting principles generally accepted in the United States of
America.The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America
(“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 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,
collectability of contracts receivable 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
$100,000 and $250,000 for December 31, 2007 and December 31, 2008,
respectively.  At times, cash may be in excess of the FDIC insured
limit of $250,000.  The Company did not have any uninsured bank
balances at December 31, 2008 and approximately $182,000 for December 31,
2007.





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 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, 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.


During
the year ended December 31, 2007, sales to three customers approximated 36% of
net sales, 16%, 10% and 10% respectively. No other single customer net sales
were more than 10% for the year ended December 31, 2007.  Management
reviews the collectability of contracts receivables periodically and believes
that the allowance for doubtful accounts for year ended December 31, 2008 and
2007 is adequate. The allowance for doubtful accounts was $24,000 for the year
ended December 31, 2008 and $251,000 for the year ended December 31,
2007.


F-7





Risks
and Uncertainties





The
Company operates in an industry that is 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, 2008 and 2007.





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 (see table
below).  Net realizable value is based on management's forecast for
sales of the Company's products or services in the ensuing years. The industry
in which the Company operates is characterized by technological advancement and
change. Should demand for the Company's products prove to be significantly less
than anticipated, the ultimate realizable value of the Company's inventories
could be substantially less than the amount shown in the accompanying
consolidated balance sheet. The Company had inventory reserves approximating
$533,000 and $286,000 at December 31, 2008, and December 31, 2007,
respectively.




at
                        
                        Inventory cost
                          (thousands)
                        
                        
                        Direct Labor
                          (thousands)
                        
                        
                        Direct
                          Material
                          (thousands)
                        
                        
                        Subcontractors
                          (thousands)
                        
                        
                        Allocation of
                          Indirect
                          Overhead
                          (thousands)12/31/2008
                        
                        $
                        1,097
                        
                        
                        $
                        107
                        
                        
                        $
                        568
                        
                        
                        $
                        45
                        
                        
                        $
                        37712/31/2007
                        
                        $
                        1,172
                        
                        
                        $
                        86
                        
                        
                        $
                        615
                        
                        
                        $
                        61
                        
                        
                        $
                        410





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 lease 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, 2008 and 2007, the Company incurred
depreciation expense of approximately $82,000 and $127,000,
respectively.


F-8





Long-Lived
Assets





The
Company accounts for long-lived asset impairments under Statement of Financial
Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be disposed of.” (“SFAS
No. 144”). SFAS No. 144 requires a three-step approach for recognizing and
measuring the impairment of assets to be held and used.  The Company
recognizes impairment losses on long-lived assets used in operations when
indicators of impairment are present and the undiscounted cash flows estimated
to be generated by those assets are less than the assets’ carrying
amounts.  The impairment loss is measured by comparing the fair value
of the asset to its carrying amount.  Fair value is estimated based on
discounted future cash flows.  Assets to be sold must be stated at the
lower of the assets’ carrying amount or fair value and depreciation is no longer
recognized. The Company believes that no impairment of property and equipment
existed at December 31, 2008 and 2007.




Revenue
Recognition




The
Company's revenues consist of contracts with vendors. 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 Company recognizes revenue on
contracts pursuant to Statements of Position 81-1, “Accounting for Performance
of Construction-Type and Certain Production-Type Contracts.”





For
revenues from stock inventory the Company follows Staff Accounting Bulletin
("SAB") No. 104, "Revenue Recognition", which outlines 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
SEC.




For
contracts, the amount of revenue recognized at the 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. 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
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
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.




In
accordance with SFAS No. 48, "Revenue Recognition when Right of
Return Exists," 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.


F-9




Shipping and
Handling Costs




The
Company accounts for shipping and handling fees and costs in accordance with
Emerging Issues Task Force ("EITF") Issue No. 00-10 "Accounting for Shipping and
Handling Fees and Costs." 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. Shipping and handling costs are classified as a component of cost of
goods sold in the accompanying statements of operations.





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, 2008 and 2007, the warranty
obligation  balance was $50,000 and $0,
respectively.  Amounts charged to warranty expense in the accompanying
consolidated statements of operations was approximately $147,000  and
$93,000 for the years ended December 31, 2008 and 2007,
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 $0 and $28,000 for the years ended December 31, 2008
and 2007, respectively.





Research
and Development Costs





Research
and development costs are expensed as incurred.  During the years
ended December 31, 2008 and 2007, the Company did not incur any research and
development costs.





Income
Taxes




Income
taxes are accounted for in accordance with SFAS No. 109, “Accounting for Income Taxes”
(“SFAS 109”). This statement requires the recognition of deferred tax assets and
liabilities to reflect the future tax consequences of events that have been
recognized in the Company’s 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,
SFAS 109 requires 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, 2008
and 2007. The valuation allowance approximates $6,929,000 and $4,921,000 as of
December 31, 2008 and 2007, respectively. See Note 7 for additional
information.





Basic
and Diluted Loss Per Common Share





Basic net
loss per share is computed by dividing net loss by the weighted average number
of common shares outstanding for the period. Diluted net loss per share is
computed by dividing net loss 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 62,101,548   shares at December 31,
2008  are  included in the diluted loss per
share.


F-10


For
December 31, 2007, common stock equivalents, representing convertible
preferred stock, convertible debt, options and warrants 6,192,972 shares are not
included in the diluted loss per share as they would be anti-dilutive.
Accordingly, basic and diluted loss per common share are the same for
2007.   (See Note 9).





Stock
Based Compensation




Effective
January 1, 2006, we adopted the fair value method of accounting for employee
stock compensation cost pursuant to SFAS No. 123(R), “Share-Based Payments”. Under
the fair value recognition provisions of this statement, 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.  Estimated compensation
for grants that were outstanding as of the effective date will be recognized
over the remaining service period using the compensation cost estimated for the
SFAS 123 pro forma disclosures.  The Company had no equity
incentive awards granted prior to January 1, 2006 that were not yet vested. For
the years ended December 31, 2008 and 2007, share-based compensation expense of
$35,014 and $316,800, respectively was recognized 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.





Under the
terms of the Company's Incentive Stock Option Plan ("ISOP"), on October 8, 2008,
the Company granted 1,300,000 incentive stock options to its key
employees under the Company’s ISOP. The options have an exercise price of
$0.075 to $0.085, vest 50% on December 31, 2008, and 50% on April 8, 2009, and
expire on April 6, 2010.





SFAS No.
123-R requires employee stock options and rights to purchase shares under stock
participation plans to be accounted for under the fair value method and requires
the use of an option pricing model for estimating fair value. Accordingly,
share-based compensation is measured at the grant date, based on the fair value
of the award. The exercise price of options is generally equal to the market
price of the Company's common stock (defined as the closing price as quoted on
the Over-the-Counter Bulletin Board administered by Nasdaq) on the date of
grant. Accordingly,  approximately $70,000 of share-based compensation
was recognized, and will be expensed  in the financial statements,
based on vesting periods. Accordingly, approximately $35,000 was expensed in the
year ended December 31, 2008, and the remaining portion will be expensed in
2009, at the next vesting period.





The
effects of share-based compensation resulting from the application of SFAS No.
123-R to options granted outside of the Company's Stock Option Plan resulted in
zero expense for the year ended December 31, 2008 and 2007. Share-based
compensation recognized as a result of the adoption of SFAS No. 123-R as well as
pro forma disclosures according to the original provisions of SFAS
No. 123 for periods prior to the adoption of SFAS No. 123-R use the Black
Scholes option pricing model for estimating fair value of options
granted.


F-11




In
accordance with SFAS No. 123-R, 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 effect of adjusting the
forfeiture rate for all expense amortization after December 31, 2008 is
recognized in the period the forfeiture estimate is changed.




At
December 31, 2008, the Company estimated (using the Black Scholes pricing model)
the fair value of options granted and no variance has been found. Therefore, the
effect of forfeiture adjustments at the period ended December 31, 2008 was not
applicable




The
Company’s policy for options outstanding that are expected to vest are net of
estimated future forfeitures in accordance with the provisions of SFAS No.
123-R, which are estimated when compensation costs are recognized. Additional
information with respect to stock option activity is as follows:




The
Company follows SFAS No. 123 (R) (as interpreted by EITF Issue No. 96-18,
"Accounting for Equity Instruments That Are Issued To Other Than Employees for
Acquiring, or in Conjunction with Selling, Goods or Services") to account for
transactions involving services provided by third parties where the Company
issues equity instruments as part of the total consideration. Pursuant to
paragraph 7 of SFAS No. 123 (R), the Company accounts for such transactions
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. The Company applies EITF Issue No. 96-18 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, using 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.




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, 2008 and 2007, the Company amortized approximately
$296,000 and $358,000, respectively, of deferred financing costs to interest
expense.





Convertible
Debt Instruments





The
Company accounts for the convertible debt instruments issued with warrants under
the Accounting Principles Board Opinion No. 14, Accounting for Convertible Debt and
Debt Issued With Stock Purchase Warrants, whereby the relative fair value
of any warrants issued to the debt holders in connection with the issuance of
the debt, are treated as a debt discount and amortized to interest expense over
the term of the notes using the effective interest method.


F-12


Where the
convertible feature of the convertible debt instrument provides for a rate of
conversion that is below market value, such feature is considered a beneficial
conversion feature (“BCF”).  Pursuant to EITF Issue No. 98-5, Accounting for Convertible
Securities with Beneficial Conversion Features or Contingently Adjustable
Conversion Ratio and EITF No. 00-27, Application of EITF Issue No. 98-5
To Certain Convertible Instruments, the estimated fair value of a BCF is
recorded as a debt discount and amortized to interest expense over the term of
the notes using the effective interest method.





Embedded
Conversion Feature in Convertible Debt Instruments and Detached
Warrants





Embedded
conversion features included in convertible debt instruments are initially
evaluated under SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities and EITF Issue No. 00-19, Acccounting for Derivative Financial
Instruments Indexed to, and Potentially Settled in, a Company’s Own
Stock, to determine if the embedded conversion option is a derivative
requiring bifurcation from the host contract and separate accounting treatment
as a liability.  Detached warrants issued in connection with the
issuance of debt are similarly evaluated under SFAS 133 and EITF 00-19 to
determine if they should be treated as derivative liabilities or
equity.  If derivative liability treatment is determined, the embedded
conversion option or warrants are valued utilizing a Black-Scholes option
pricing model and the determined value is separated from the debt instrument
resulting in a separate liability and a debt discount on the related
note.  The fair value of the derivative liability is remeasured at the
end of every reporting period and changes recorded to operations.  The
debt discount is amortized to interest expense over the term of the notes using
the effective interest method.




Fair
Value Measurements
 
 The
Company adopted  SFAS No. 157, “Fair Value Measurements”, in the
first quarter of fiscal 2008.  SFAS 157 was amended in
February 2008 by the Financial Accounting Standards Board (“FASB”) Staff
Position (“FSP”) FAS No. 157-1, “Application of FASB Statement
No. 157 to FASB Statement No. 13 and Its Related Interpretive
Accounting Pronouncements That Address Leasing Transactions”,and by FSP FAS 157-2,
“Effective Date of FASB Statement No. 157”,which delayed the Company’s
application of SFAS 157 for nonrecurring nonfinancial assets and liabilities
until January 1, 2009. FAS 157 was further amended in October 2008 by
FSP FAS 157-3, “Determining the Fair Value of a Financial Asset When the Market
for That Asset Is Not Active”,which clarifies the
application of SFAS 157 to assets participating in inactive
markets.
  Implementation
of SFAS 157 did not have a material effect on the Company’s results of
operations or financial position and had no effect on the Company’s existing
fair-value measurement practices. However, SFAS 157 requires 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.


F-13





Significant
Recent Accounting Pronouncements





In
September 2006, the FASB issued SFAS No.157, “Fair Value Measurements,” which
defines fair value, establishes a framework for measuring fair value in GAAP,
and expands disclosures about fair value measurements. SFAS No. 157 simplifies
and codifies related guidance within GAAP, but does not require any new fair
value measurements.  The guidance in SFAS No. 157 applies to
derivatives and other financial instruments measured at estimated fair value
under SFAS No. 133, “Accounting for Derivative Instruments and Hedging
Activities” and related pronouncements.  SFAS No. 157 establishes
a hierarchy for information and valuations used in measuring fair value, which
is broken down into three levels. Level 1 valuations are based on quoted prices
in active markets for identical assets or liabilities. Level 2 valuations are
based on inputs, other than quoted prices included within Level 1,that are
observable, either directly or indirectly. Level 3 valuations are based on
information that is unobservable and significant to the overall fair value
measurement.  SFAS No. 157 was adopted effective January 1, 2008 for
the Company’s financial instruments and derivatives.  For nonfinancial
assets and liabilities, SFAS No. 157 is effective for financial statements
issued for fiscal years beginning after November 15, 2008, and interim periods
within those fiscal years.  Management does not expect the adoption of
SFAS No. 157 to have a significant effect on the Company’s nonfinancial assets
and liabilities.





In May
2008, the FASB issued the final version of Staff  Position No. APB
14-1,  Accounting for Convertible Debt Instruments that may be Settled
in Cash Upon Conversions (Including Partial Cash Settlement)
(“APB  14-1") that requires the liability and equity components of
convertible debt instruments that may be settled in cash upon
conversion  (including partial cash settlement) to be separately
accounted  for  in  a  manner  that  reflects  the  issuer's
nonconvertible  debt  borrowing  rate. APB 14-1
is  effective  for fiscal years
beginning  after  December 15, 2008,  which for
the Company will be 2009,
and  interim   periods   within   those   fiscal   years  and  must  be  applied
retrospectively  to all periods  presented,  which
for the Company would include the comparative quarterly presentations for 2008.
Accordingly, commencing in 2009, the Company will present
prior  period  comparative  results
reflecting  the impact of APB 14-1 if determined to apply to the
Company at that time.  The Company is currently evaluating the impact
APB 14-1 will have on its consolidated financial statements, if
any.




In April
2008, the FASB issued Staff Position No. FAS 142-3, Determination of the Useful
Life of Intangible Assets ("FAS 142-3") that amends the factors that should be
considered in developing renewal or extension assumptions used to determine the
useful life of a recognized intangible asset under FASB Statement No. 142,
Goodwill and Other Intangible Assets.  The intent of FAS 142-3 is to
improve the consistency between the useful life of a recognized intangible asset
under Statement 142 and the period of expected cash flows used to measure the
fair value of the asset under SFAS No. 141 and other U.S. generally accepted
accounting principles. FAS 142-3 is effective for fiscal years and interim
periods beginning after December 15, 2008.  The Company is currently
evaluating the impact of this pronouncement on its consolidated financial
statements, if any.




In
December 2008, the FASB issued SFAS No. 141(R), “Business Combinations”. SFAS
No. 141(R) retains the fundamental requirements in SFAS No. 141, “Business Combinations”, that
the acquisition method of accounting be used for all business combinations and
for an acquirer to be identified for each business combination. SFAS No. 141(R)
requires an acquirer to recognize the assets acquired, the liabilities assumed,
and any noncontrolling interest in the acquiree at the acquisition date,
measured at their fair values as of that date, with limited exceptions specified
in SFAS No. 141(R). In addition, SFAS No. 141(R) requires acquisition costs and
restructuring costs that the acquirer expected but was not obligated to incur to
be recognized separately from the business combination, therefore, expensed
instead of part of the purchase price allocation. SFAS No. 141(R) will be
applied prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning on or
after December 15, 2008. Early adoption is prohibited. The Company expects to
adopt SFAS No. 141(R) to any business combinations with an acquisition date on
or after January 1, 2009.


F-14





In
December 2008, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements, an amendment to ARB No. 51. SFAS No.
160 changes the accounting and reporting for minority interests, which will be
recharacterized as noncontrolling interests and classified as a component of
equity. SFAS No. 160 is effective for fiscal years, and interim periods within
those fiscal years, beginning on or after December 15, 2008. Early adoption is
prohibited. The Company is currently evaluating the impact SFAS No. 160 may have
on its consolidated financial statements.





Other
recent accounting pronouncements issued by the FASB (including its Emerging
Issues Task Force, or “EITF”), 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 at December 31, 2008 and 2007, which include completed contracts not
completely billed, are approximately as follows:





December 31,
                              2008
                            
                            
                            December 31,
                              2007Cumulative costs
      to date
                            
                            $
                            6,756,000
                            
                            
                            $
                            7,007,000Cumulative
      gross profit to date
                            
                            
                            5,768,000
                            
                            
                            
                            7,893,000Cumulative
      revenue earned
                            
                            
                            12,524,000
                            
                            
                            
                            14,900,000Less
      progress billings to date
                            
                            
                            (13,495,000
                            )
                            
                            
                            (14,417,000
                            )Net
      (over) / under billings
                            
                            $
                            (971,000
                            )
                            
                            $
                            483,000





The
following approximate amounts are included in the accompanying consolidated
balance sheets under these captions as of December 31, 2008 and
2007:





December 31,
                              2008
                            
                            
                            December 31,
                              2007Costs
      and estimated earnings in excess of billings on uncompleted
      contracts
                            
                            $
                            417,000
                            
                            
                            $
                            571,000Billings
      in excess of costs and estimated earnings on uncompleted
      contracts
                            
                            
                            (1,388,000
                            )
                            
                            
                            (88,000
                            )Net
      over billings
                            
                            $
                            (971,000
                            )
                            
                            $
                            483,000


F-15





3.
PROPERTY AND EQUIPMENT





Property
and equipment approximate the following at December 31, 2008 and
2007:





December 31,
                          2008
                        
                        
                        December 31,
                          2007Machinery
      and equipment
                        
                        $
                        907,000
                        
                        
                        $
                        907,000Leased
      vehicles
                        
                        
                        109,000
                        
                        
                        
                        109,000Computer
      equipment
                        
                        
                        20,000
                        
                        
                        
                        20,000Furniture
      and fixture
                        
                        
                        4,000
                        
                        
                        
                        4,0001,040,000
                        
                        
                        
                        1,040,000Less
      accumulated depreciation and amortization
                        
                        
                        (853,000
                        )
                        
                        
                        (771,000
                        )$
                        187,000
                        
                        
                        $
                        269,000




Assets under capital leases are
comprised of equipment purchases aggregating to$109,000and $109,000 at December 31, 2008
and2007,
resepectively.  Depreciation expense recorded for these assets under
capital leases amounted to$21,835 and$16,376for the years ended December 31, 2008
and 2007, respectively.




4.
RELATED PARTY TRANSACTIONS





At
December 31, 2008 and 2007, the Company had loans to two stockholders
approximating $565,000 and $545,000, respectively, 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’ equity (deficit) as such
amounts have not been repaid during 2008 or 2007.  For the years ended
December 31, 2008 and 2007, total interest income from notes receivable from
stockholders approximated $20,000 in each year.





5.
CAPITAL LEASES





On April
17, 2007, the Company entered into a note payable agreement with a finance
company for the purchase of three vehicles. The note accrues interest at 8.49 %
per annum, and matures in April 2010. Monthly principal and interest payments
are $2,499. This note is secured by the three vehicles.





At
December 31, 2008, future principal payments of notes payable are as follows for
the years ending December 31:





2009
                    
                    $
                    27,8562010
                    
                    
                    9,804$
                    37,660


F-16




6.
DEBT





CAMOFI
Master LDC (“CAMOFI”) 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, due February 20, 2009.  The CAMOFI Note contains 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. Under FAS 133, “Accounting for
Derivative Instruments and Hedging Activities”, 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. According to EITF 00-19, ““Accounting
for Derivative Financial Instruments Indexed to, and Potentially Settled In, a
Company’s Own Stock”, the convertibility and buy-in provisions require 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 Black
Scholes model was used and the assumptions were: $0.63 cents closing stock
price, $0.63 cents exercise price, 4.67% risk free rate, 171.63% volatility and
no dividends.





The
conversion option is marked-to-market on a quarterly basis and the resulting
change in fair value of the liability is recorded as a gain or loss upon
valuation in the 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 expense.





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.





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 and 725,000 five
year warrants with an exercise price of $0.20 (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-17





The
transaction for the exchange of the CAMOFi Amended Note for the original CAMOFI
Note is treated as an extinguishment of debt. EITF 96-19, “Debtor’s Accounting
for a Modification or Exchange of Debt Instruments” requires that an exchange of
debt with substantially different terms is an extinguishment of debt and should
be accounted for in accordance with paragraph 16 of FAS 125, “Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities”.
Paragraph 16 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
EITF 96-19, 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 $1,797,460 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 contains 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 cents closing stock
price, $0.10 cents exercise price, 2.21% risk free rate,163.91% volatility and
no dividends.





The
conversion option is marked-to-market on a quarterly basis and the resulting
change in value of the liability is recorded as a gain or loss upon valuation in
the statement 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. As of December 31, 2008, $625,397 was amortized to expense.




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. The Black Scholes model was used and the
assumptions were: $0.63 closing stock price, $0.63 exercise price, 4.67% risk
free rate, 171.63% volatility and no dividends.





The
warrant derivative liability is marked-to-market on a quarterly basis and the
resulting change in fair value of the liability is recorded as a gain or loss
upon valuation in the 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 expense.





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 and 1,500,000 warrants dated December 19,
2006 with an exercise price at issuance of $0.35. 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
Companies 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-18





The
warrant derivative liability is marked-to-market on a quarterly basis and the
resulting change in fair value of the liability is recorded as a gain or loss
upon valuation in the statement of operations.  The initial warrant
liability fair value is also treated as a discount to the CAMOFI Amended Note
and is amortized over the life of the Note. As of December 31, 2008, $39,086 was
amortized to expense.





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 $20,000 of debt
discount was amortized during the year ended December 31, 2008. As of December
31, 2008, the unamortized balance of debt discount for the stock issued is
approximately $61,000.





For
the year ended December 31, 2008, $122,719 of principal payments were made on
the CAMOFI Note. As of December 31, 2008 and 2007, the principal balance is
approximately $2,827,000 and $2,567,000, respectively, which is presented net of
unamortized debt discounts totaling approximately $2,089,443 and $1,176,000,
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.





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.





The
conversion option derivative liability is marked-to-market on a quarterly basis
and the resulting change in value of the liability is recorded as a gain or loss
upon valuation in the statement 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. As of December 31, 2008, $79,263 was amortized to
expense.


F-19


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%.


The
warrant derivative liability is marked-to-market on a quarterly basis and the
resulting change in value of the liability is recorded as a gain or loss upon
valuation in the statement of operations. . For the year ended December 31,
2008, the Company recorded a gain on the valuation of $11,756.





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 year ended December 31, 2008, the Company
amortized approximately $13,000 to interest expense.





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.





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





At
December 31, 2008, principal payments due related to the above notes for the
years ending December 31 are $2,827,281 for CAMOFI Note and $750,000 for CAMHZN
Note.


F-20





7.
INCOME TAXES





During
2008 and 2007, 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:




2008
                  
                  
                  2007Computed
      “expected” tax (benefit) expense
                  
                  $
                  (1,349,000
                  )
                  
                  $
                  (1,146,000
                  )Addition
      to (reduction) in income taxes resulting from:State
      income taxes, net of federal benefit
                  
                  
                  (240,000
                  )
                  
                  
                  (183,000
                  )Change
      in deferred tax asset valuation allowance
                  
                  
                  1,592,200
                  
                  
                  
                  1,222,000Non-deductible
      expenses
                  
                  
                  -
                  
                  
                  
                  107,000$
                  3,200
                  
                  
                  $
                  -





The
effects of temporary differences that give rise to significant portions of
deferred tax assets and liabilities at December 31, 2008 and 2007 are presented
below:





2008
                  
                  
                  2007Deferred
      tax assets:Tax
      net operating loss carryforwards
                  
                  $
                  7,022,000
                  
                  
                  $
                  5,728,000Warrant
      liability
                  
                  
                  (593,000
                  )
                  
                  
                  (598,000
                  )Depreciation
                  
                  
                  27,000Accrued
      inventory reserve
                  
                  
                  213,000
                  
                  
                  
                  114,000Accrued
      expenses
                  
                  
                  308,000
                  
                  
                  
                  141,000Total
      gross deferred tax asset
                  
                  
                  6,977,000
                  
                  
                  
                  5,385,000Less
      valuation allowance
                  
                  
                  (6,977,000
                  )
                  
                  
                  (5,385,000
                  )Total
      net deferred tax asset
                  
                  $
                  –
                  
                  
                  $
                  –





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 under SFAS
No. 109 and, accordingly, a valuation allowance for the entire deferred tax
asset amount has been recorded.





The
valuation allowance increased by $1,592,000 and $858,000 during the years ended
December 31, 2008 and 2007, respectively. The current provision for income taxes
for the years ended December 31, 2008 and 2007 is due primarily to certain state
taxes.





At
December 31, 2008, the Company had net tax operating loss carryforwards for
federal and state income tax purposes of approximately $19.4 million and $11.9
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 2028. In the event
the Company were to experience a greater than 50% change in ownership as defined
in Section 382 of the Internal Revenue Code, the utilization of the Company’s
tax net operating loss carryforwards could be severely
restricted.


F-21





On
January 1, 2007, the Company adopted the provisions of FIN 48, Accounting for Uncertainty in
Income Taxes, an interpretation of FASB Statement No. 109, Accounting for Income
Taxes. FIN 48 clarifies the accounting for uncertainty in income taxes
recognized in the entity’s financial statements in accordance with SFAS No. 109.
The adoption of FIN 48 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 FIN 48. 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, 2008 and 2007, 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, 2008 and 2007.
Furthermore, there were no adjustments to the liability or lapse of statute of
limitation or settlements with taxing authorities.





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
                    
                    2005 – 2007California
                    
                    2004 – 2007





However, because the
Company had net operating losses and credits 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-22




8.
EQUITY TRANSACTIONS





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.  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, 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 years ended December 31, 2008 and 2007, the Company issued 0 and 15,000
shares of restricted common stock, respectively, upon conversion of 0 and 900
shares of Series C, respectively, at a conversion rate of
16.667-to-1.





In 2007,
the Company recorded a reduction in dividends payable of $69,750, as management
determined that these dividends are no longer required to be paid by the
Company.





At
December 31, 2008 and 2007, the Company had a total of 26,880 shares of Series C
issued and outstanding with accumulated dividends totaling approximately
$281,000 and $225,000, respectively, which is included in dividends payable in
the consolidated balance sheet.





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.





At
December 31, 2008 and 2007, the Company had a total of 11,640 shares of Series D
issued and outstanding, with accumulated dividends totaling approximately
$178,000 and $151,000, respectively, which is included in dividends payable in
the consolidated balance sheet.





Common
Stock, Warrants and Options





Related
to CAMOFI Note





Pursuant
to a letter agreement dated June 26, 2008 (the “Letter Agreement”) between New
Century Companies, Inc. (the “Company”) and CAMOFI, CAMOFI agreed to waive
certain penalties and default interest which have been accrued under the
transaction documents previously entered into with CAMOFI, including the CAMOFI
Note due February 20, 2009 in the original principal amount of $3,500,000,
Security Agreement, an Amended and Restated Registration Rights Agreement, and a
Subsidiary Guaranty. Pursuant to the Letter Agreement, the Company issued an
amended and restated Note (the “Amended Note”) in the principal amount of
$2,950,000 with a new maturity date of August 1, 2010 (See Note 6 to the
condensed consolidated financial statements).


F-23


In
connection with 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 and
725,000 five year warrants with an exercise price of $0.20.  See Note
6 to the consolidated financial statements.





On June
29, 2007, the Company issued 675,000 shares of common stock to CAMOFI as a
penalty due to late payments on the 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 approximately $157,500, which was recorded as
deferred financing cost and was amortized over 3 years, the life of the note.
During 2008 and 2007, the Company amortized to interest expense an amount of
$52,500 each year. As of December 31, 2008, a balance of $8,750 remained to be
amortized.





On
December 19, 2006, the Company entered into an Amended and Restated Registration
Rights Agreement (the “Amendment”) with CAMOFI. Pursuant to the Amendment,
CAMOFI agreed to waive any liquidated damages accrued prior to the date of the
Amendment. An aggregate of 1,500,000 warrants valued at $300,000 (based on the
stock trading price on the date of grant in accordance with EITF 96-18) were
issued to the Noteholder as consideration of the Amendment. The warrants are
exercisable at a price of $.35 per share and had an expiration date on December
19, 2013.  Pursuant to the letter agreement dated June 26, 2008, these
warrants were cancelled.   See Note 6 to the consolidated
financial statements.





In
February 2006, the Company issued 3,476,190 warrants to CAMOFI in connection
with the issuance of the CAMOFI Note. The Warrants were exercisable at a price
of $0.63 per share and had an expiration date on February 28,
2011. Pursuant to the letter agreement dated June 26, 2008, these warrants
were also cancelled.   See Note 6 to the consolidated financial
statements.





Also, the
Company issued an aggregate of 722,539 warrants to the Placement Agent and its
assignee. The warrants are exercisable at a price of $.63 per share and expire
on February 28, 2011. See Note 6 to the consolidated financial
statements.





Related
to CAMHZN Note





In
connection with the issuance of the CAMHZN Note , the Company granted 1,000,000
seven year warrants with an exercise price of $0.07 to CAMHZN Master
LDC.





Issuance
of Common Stock For Services





Issuance Of Stock For Services
Valued Based OnThe Stock Market Price Of The Shares At The Contract
Date





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
statements of operations.


F-24


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 expense during the
year.





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 is being amortized to operating expense over the life of the
agreement.





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.
Consulting fees under this contract of $27,500 were amortized to expense during
the year and at December 31, 2008 the remaining deferred consulting fees under
this contract totaled $2,500.





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 $105,000 was amortized to operating expense during the year ended December
31, 2008. At December 31, 2008, the remaining deferred consulting fees totaled
$99,167.





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 operating expense over the life of the agreement. 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 operating expense over the life of the agreement. During the year
ended
December 31, 2008 $43,750 were amortized to expense.


F-25


Issuance Of Stock For Services
Valued in accordance with the EITF 96-18




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 operating
expense over the life of the agreement. In accordance with the EITF 96-18, 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 and 2007, the Company
recorded net decreases to the fair values of such equity based compensation
arrangements of approximately $48,000 and $12,000, respectively. The consulting
fees under this contract were amortized to expense, and $13,750 and (3,750) were
recorded during 2008 and 2007, respectively.





In
February 2007, the Company issued 150,000 shares of common stock valued at
$60,000 (based on the market price of the shares on the date the services were
completed in accordance with EITF 96-18) to a third party for investor for
marketing services under a one month contract. The fee was recorded as public
company expense in the first quarter of 2007 in the consolidated statements of
operations.





In
February 2007, the Company issued 100,000 shares of common stock valued at
$36,000 (based on the market price of the shares on the date the services were
completed in accordance with EITF 96-18) to a third party for financial
consulting services under a 13 day contract. The fee was recorded as public
company expense in the first quarter of 2007 in the consolidated statements of
operations.





In
February 2007, the Company issued 300,000 shares of common stock valued at
$126,000 (based on the market price of the shares on the date the services were
completed in accordance with EITF 96-18) to a third party for investor relation
services under a one month contract. The fee was recorded as public company
expense in the first quarter of 2007 in the consolidated statements of
operations.





In
December 2006, the Company issued 150,000 shares of common stock valued at
$28,500 (based on the market price of the shares on the date of grant) to a
third party for public relations consulting services.  In accordance
with EITF 96-18, the Company revalued the transaction at December 31, 2006 and
2007, and adjusted the fees to $31,500, and $34,500, respectively. The
additional $3,000 yearly difference was recorded as deferred consulting fees and
was being amortized over the remaining term of the contract.





Other
Issuances





In March
2006, the Company issued 150,000 warrants valued at $127,500 (estimated using a
Black-Scholes option pricing model on the dates of grant) to a third party for
consulting services under an agreement to write an Executive Informational
Overview and 4 quarterly updates. The Company recorded the fair value of the
common stock totaling $127,500 as deferred consulting fees and amortized such
amount over the twelve month term of the agreement. In accordance with the EITF
96-18, the Company performed a recalculation of the deferred consulting fees
based on the December 31, 2006 and 2007 fair value stock price, and adjusted the
fees to $31,500, and $64,500, respectively. The $96,000 difference was recorded
as a decrease in 2006 deferred consulting fees.  The $33,000
difference was recorded as an increase in 2007 deferred consulting
fees.


F-26


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 Company's Incentive Stock Option Plan ("ISOP"), on October 8, 2008,
the Company granted 1,300,000 incentive stock options to its key
employees under the Company’s ISOP. The options have an exercise price of
$0.075 to $0.0825, vest 50% on December 31, 2008, and 50% on April 8, 2009, and
expire on April 6, 2010.





SFAS No.
123-R requires employee stock options and rights to purchase shares under stock
participation plans to be accounted for under the fair value method and requires
the use of an option pricing model for estimating fair value. Accordingly,
share-based compensation is measured at the grant date, based on the fair value
of the award. The exercise price of options is generally equal to the market
price of the Company's common stock (defined as the closing price as quoted on
the Over-the-Counter Bulletin Board administered by Nasdaq) on the date of
grant.  Accordingly, $70,000 of share-based compensation will be
recognized in the financial statements based on vesting periods, as follows:
$35,000 for the year ended December 31, 2008, and $35,000 for the year ending
December 31, 2009(See Note 1).





On
November 13, 2006, the Company granted 2,000,000 options to key
employees.





During
the year ended December 31, 2007, the Company granted 800,000 options related to
consulting services.





At
December 31, 2008, the Company had 900,000 options available for future issuance
under their equity compensation plans.





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.





The
following is a status of the stock options outstanding at December 31, 2008 and
2007 and the changes during the two years then ended:




F-27




Options
outstanding that have vested and are expected to vest as of December 31, 2008
are as follows:





WeightedWeighted
                  
                  
                  AverageAverage
                  
                  
                  Remaining
                  
                  
                  AggregateNumber of
                  
                  
                  Exercise
                  
                  
                  Contractual
                  
                  
                  IntrinsicShares
                  
                  
                  Price
                  
                  
                  Term in Years
                  
                  
                  Value (1)Vested
                  
                  
                  3,450,000
                  
                  
                  $
                  0.17
                  
                  
                  
                  1.99
                  
                  
                  $
                  —Expected
      to vest(2)
                  
                  
                  650,000
                  
                  
                  $
                  0.08
                  
                  
                  
                  1.26
                  
                  
                  $
                  —Total
                  
                  
                  4,100,000
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  —




(1)
            These
      amounts represent the difference between the exercise price and $0.05, the
      closing market price of the Company's common stock on December 31, 2008 as
      quoted on the Over-the-Counter Bulletin Board under the symbol "NCNC.OB"
      for all in-the-money options
outstanding.




(2)
            The
      650,000 options are expected to become fully vested on April 8, 2009 and
      are valued at $35,014 based on the stock market price of the shares at the
      contract date.




Outstanding OptionsShares
                    
                    
                    
                    
                    
                    Weighted
                    
                    
                    AggregateAvailable
                    
                    
                    Number of
                    
                    
                    Average
                    
                    
                    Intrinsicfor Grant
                    
                    
                    Shares
                    
                    
                    Exercise Price
                    
                    
                    Value (1)December
      31, 2006
                    
                    
                    1,750,000
                    
                    
                    
                    3,250,000
                    
                    
                    $
                    0.25
                    
                    
                    $
                    —Grants*
                    
                    
                    800,000
                    
                    
                    
                    800,000
                    
                    
                    $
                    0.15Exercises
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —Cancellations
                    
                    
                    (100,000
                    )
                    
                    
                    (100,000
                    )
                    
                    $
                    1.10December
      31, 2007
                    
                    
                    1,050,000
                    
                    
                    
                    3,950,000
                    
                    
                    $
                    0.20
                    
                    
                    $
                    79,000Grants**
                    
                    
                    1,300,000
                    
                    
                    
                    1,300,000
                    
                    
                    $
                    0.08Exercises
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —Cancellations
                    
                    
                    1,150,000
                    
                    
                    
                    1,150,000
                    
                    
                    $
                    0.25December
      31, 2008
                    
                    
                    900,000
                    
                    
                    
                    4,100,000
                    
                    
                    $
                    0.15
                    
                    
                    $
                    —Options
      exercisable at:December  31,
      2007
                    
                    
                    
                    
                    
                    
                    1,250,000
                    
                    
                    $
                    0.20December  31,
      2008
                    
                    
                    
                    
                    
                    
                    3,450,000
                    
                    
                    $
                    0.17




(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, 2006, December 31, 2007 and December 31, 2008, the
market price of the Company's common stock was $0.21, $0.22 and $0.05,
respectively).


* the
options were granted on 12/14/2007, two year term, vesting 1/3 per month for a
period of three months, and are not issued under the Company’s approved
ISOP.


F-28


** the
options were granted on 10/08/2008, expire on 4/6/2010, vesting 50% on December
31, 2008, and 50% on April 8, 2009.




The
weighted average grant-date fair value of the options granted was $0.05. The
fair value of each share-based award is estimated on the grant date using the
Black Scholes option-pricing formula. The exercise price on all options are
equal to the closing stock price on the date of grant, except for 500,000
options issued to the Chief Executive Officer, which had a 10% premium to the
exercise price, per the ERISA rules. Expected volatilities are based on the
historical volatility of the Company’s stock price (217%). The risk-free rate
for periods within the contractual life of the option is based on the U.S.
Treasury interest rates in effect at the time of grant (1.04%). All of the
options granted during the year have an expected term of 1
year.


The
following table summarizes information related to stock options outstanding and
exercisable at December 31, 2008:





Options OutstandingWeightedAverage
                        
                        
                        Weighted,Number
      of
                        
                        
                        Remaining
                        
                        
                        Average
                        
                        
                        ExercisableOptions
                        
                        
                        Contractual
                        
                        
                        Exercise
                        
                        
                        at
      December 31,Exercise Price
                        
                        Outstanding
                        
                        
                        Life (Years)
                        
                        
                        Price
                        
                        
                        2008$0.075-0.0825
                        
                        
                        1,300,000
                        
                        
                        
                        1.26
                        
                        
                        $
                        0.08
                        
                        
                        
                        650,000$0.15-0.20
                        
                        
                        2,800,000
                        
                        
                        
                        2.32
                        
                        
                        
                        0.19
                        
                        
                        
                        2,800,0004,100,000
                        
                        
                        
                        
                        
                        
                        $
                        0.15
                        
                        
                        
                        3,450,000





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.  The
CAMOFI Warrants and CAMHZN Warrants contain an anti-dilution provision which
reduces the exercise price whenever other securities are 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.


F-29


The
following is a status of the warrants outstanding at December 31, 2008 and 2007,
and the changes during the two years then ended:





Outstanding
      WarrantsWeighted
                            
                            
                            AggregateNumber
      of
                            
                            
                            Average
                            
                            
                            IntrinsicShares
                            
                            
                            Exercise Price
                            
                            
                            Value (1)Outstanding
      and Exercisable at December 31, 2006
                            
                            
                            12,928,852
                            
                            
                            $
                            0.24
                            
                            
                            $
                            —Increase
      due to anti-dilution provision of convertible debt
                            
                            
                            3,098,684
                            
                            
                            
                            0.15Grants
                            
                            
                            —
                            
                            
                            
                            —Exercises
                            
                            
                            —
                            
                            
                            
                            —Cancellations/Terminated
                            
                            
                            (25,000
                            )
                            
                            $
                            0.65December
      31, 2007
                            
                            
                            16,002,536
                            
                            
                            $
                            0.19
                            
                            
                            $
                            —Grants
                            
                            
                            2,450,000
                            
                            
                            $
                            0.12Replaced
                            
                            
                            3,214,286
                            
                            
                            $
                            0.07Exercises
                            
                            
                            —
                            
                            
                            
                            —Cancellations/
      Terminated
                            
                            
                            (14,629,998
                            )
                            
                            $
                            0.15extinguished
      and replaced
                            
                            
                            (1,450,000
                            )
                            
                            $
                            0.19Outstanding
      and Exercisable at December 31, 2008
                            
                            
                            5,586,824
                            
                            
                            $
                            0.21
                            
                            
                            
                            —





(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, 2006, December 31, 2007 and December 31, 2008,
      the market price of the Company's common stock was $0.21, $0.22 and $0.05,
      respectively).





The
following table summarizes information related to warrants outstanding and
exercisable at December 31, 2008:





Warrants OutstandingWeightedAverage
                        
                        
                        WeightedNumberof
                        
                        
                        Remaining
                        
                        
                        Average
                        
                        
                        ExercisableWarrants
                        
                        
                        Contractual
                        
                        
                        Exercise
                        
                        
                        atDecember31,ExercisePrice
                        
                        Outstanding
                        
                        
                        Life(Years)
                        
                        
                        Price
                        
                        
                        2008$0.60-0.70
                        
                        
                        1,372,538
                        
                        
                        
                        1.23
                        
                        
                        $
                        0.64
                        
                        
                        
                        1,372,538$0.07
                        
                        
                        4,214,286
                        
                        
                        
                        3.76
                        
                        
                        
                        0.07
                        
                        
                        
                        4,214,2865,586,824
                        
                        
                        
                        
                        
                        
                        $
                        0.21


F-30


8.
EQUITY TRANSACTIONS (continued)





Common Stock,
Warrants and Options(continued)





The
following table summarizes information related to stock options and warrants
outstanding at December 31, 2008:





Equity Compensation PlanInformationSecurities
                                  Available
                                  Issuance
                                  Plans
                                  Securities
                                  Column(A))
                                
                                Number Of Securities To Be
                                  Issued Upon Exercise Of
                                  Outstanding Options,
                                  Warrants And Rights
                                  (A)
                                
                                
                                Weighted-Average
                                  Exercise Price Of
                                  Outstanding Options,
                                  Warrants And Rights
                                  (B)
                                
                                
                                Number Of
                                  Remaining
                                  For Future
                                  Under Equity
                                  Compensation
                                  (Excluding
                                  In
                                  (C)Equity
      compensation plans approved by security holders
                                
                                
                                3,300,000
                                
                                
                                
                                0.15
                                
                                
                                
                                900,000Equity
      compensation plans not approved by security holders
                                
                                
                                6,386,824
                                
                                
                                
                                0.20
                                
                                
                                
                                —Total
                                
                                
                                9,686,824
                                
                                
                                
                                —
                                
                                
                                
                                900,000


F-31


9.
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, 2008 and 2007:





2008
                
                
                2007Income
                
                
                
                
                
                Per
      Share
                
                
                Income
                
                
                
                
                
                Per
      Share(Loss)
                
                
                Shares
                
                
                Amount
                
                
                (Loss)
                
                
                Shares
                
                
                AmountNet
      income
                
                $
                2,181,392
                
                
                
                
                
                
                
                
                $
                (3,825,042
                )Less:  Preferred
      stock dividends
                
                
                (82,550
                )
                
                
                
                
                
                
                
                
                (13,925
                )Basic
      income available to common shareholders
                
                $
                2,098,842
                
                
                
                14,696,227
                
                
                $
                0.14
                
                
                $
                (3,838,967
                )
                
                
                12,886,382
                
                
                $
                (0.30
                )Add:  Preferred
      dividends
                
                
                82,550
                
                
                
                
                
                
                
                
                
                
                
                -Add:  Interest
      on convertible debt
                
                
                940,439
                
                
                
                
                
                
                
                
                
                
                
                -Add:  Dilutive
      impact of convertible preferred stock
                
                
                -
                
                
                
                1,026,676
                
                
                
                
                
                
                
                -
                
                
                
                -Add:  Dilutive
      impact of convertible debt
                
                
                -
                
                
                
                45,500,978
                
                
                
                
                
                
                
                -
                
                
                
                -Add:  Dilutive
      impact of options and warrants
                
                
                -
                
                
                
                877,666
                
                
                
                
                
                
                
                -
                
                
                
                -Diluted
      income available to common shareholders
                
                $
                3,121,831
                
                
                
                62,101,547
                
                
                $
                0.05
                
                
                $
                (3,838,967
                )
                
                
                12,886,382
                
                
                $
                (0.30
                )





The
computation of diluted earnings per share does not assume conversion or exercise
of securities that may have an anti-dilutive effect on earnings per share.
Convertible preferred stock, convertible debt, stock options and warrants that
have not been included in the diluted income per share computation totaled
7,284,064 and 44,312,545 shares of common stock for the years ended December 31,
2008, and 2007, respectively.


10.
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.


F-32




11. RESTATEMENT
 
 On
February 28, 2006, the Company issued a 12% senior convertible promissory note
to CAMOFI Master LDC (“2006 CAMOFI Note”). Pursuant to a letter agreement dated
June 26, 2008 (the “Letter Agreement”) between New Century Companies, Inc. (the
“Company”) and CAMOFI Master LDC (“CAMOFI”), CAMOFI agreed to waive certain
penalties and default interest which have been accrued under the transaction
documents previously entered into with CAMOFI, including a 12% Senior Secured
Convertible Promissory Note due February 20, 2009 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 “Amended Note”) in the principal amount of $2,950,000 with a
new maturity date of August 1, 2010.
  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 and 725,000 five year warrants
with an exercise price of $0.20. 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 Amended and Restated Note. On or before August 1, 2010, the
Company shall pay to CAMOFI all amounts still outstanding under the Amended and
Restated Note, whether of principal, interest or otherwise.
  The original accounting for the 2006
CAMOFI Note failed to appropriately record separate derivative treatment for the
conversion option and the warrants issued with the 2006 CAMOFI Note. The
requirements of FAS 133 “Accounting for Derivative Instruments and Hedging
Activities” and EITF 00-19, “Accounting for Derivative Financial Instruments
Indexed to, and Potentially Settled In, a Company’s Own Stock” 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 Amended Note was
originally treated as a troubled debt restructuring, but upon further review was
properly corrected as an extinguishment of debt. EITF 96-19, “Debtor’s
Accounting for a Modification or Exchange of Debt Instruments” requires that an
exchange of debt with substantially different terms is an extinguishment of debt
and should be accounted for in accordance with paragraph 16 of FAS 125,
“Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities”. Paragraph 16 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, New
Century has been released from its obligation under the original 12% Convertible
Note Agreement.
 
 F-33
  The
effect of these changes impacted the balance sheet and the statement of
operations from February 2006 through December 31, 2008. The 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
                              
                              
                              
                              0.12
  F-34
  Statement
      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
                        )
  F-35
  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
                                  )
  F-36
  Effect
      of Correction
                              
                              As
      Previously Reported
                              
                              
                              Adjustment
                              
                              
                              As
      RestatedBalance
      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
                              )
  F-37
  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
                              
                              
                              
                              0.02
  F-38
  Effect
      of Correction
                                    
                                    As
      Previously Reported
                                    
                                    
                                    Adjustment
                                    
                                    
                                    As
      RestatedStatement
      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
                            
                            
                            
                            6,208,438
  F-39
  Statement
      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
                            )
  F-40
  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-41




Leases
 
 The
Company leases its office and warehouse facility under a non-cancelable
operating lease agreement.  The lease requires monthly lease payments
of $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, 2008, the Company amortized approximately $5,400 to rent
expense. At December 31, 2008, the unamortized portion of deferred brokerage
fees for the lease is approximately $67,100.


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, 2008,
the Company amortized approximately $3,800 to rent expense. At December 31,
2008, the unamortized portion of the Amendment fee is approximately
$46,200.





Rental
expense for operating leases approximated $464,000 and $450,000 for the years
ended December 31, 2008 and 2007, respectively, which are included in selling,
general and administrative in the accompanying consolidated of
operations.





At
December 31, 2008, the future minimum payment related to the above
lease for the years ending December 31:




2009
                                  
                                  
                                  432,0002010
                                  
                                  
                                  432,0002011
                                  
                                  
                                  432,0002012
                                  
                                  
                                  432,0002013
                                  
                                  
                                  432,000Thereafter
                                  
                                  
                                  2,160,0004,320,000





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.  The Company is currently involved in  a
litigation with one of its consultant for fees in amount of $30,000. The
management is contesting the validity of this claim, while at the same time is
seeking an economic resolution. Discussion are ongoing and management hopes will
lead to a resolution of the claim.




F-42




Backlog
(Unaudited)





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





Balance,
      January 1, 2007
                              
                              $
                              3,595,000New
      contracts, January 1, 2007 through December 31, 2007
                              
                              
                              8,151,00011,746,000Less,
      contract revenue earned – January 1, 2007 through December 31,
      2007
                              
                              
                              (6,990,000
                              )Balance
      December 31, 2007
                              
                              $
                              4,756,000Balance,
      January 1, 2008
                              
                              $
                              4,756,000New
      contracts, January 1, 2008 through December 31, 2008
                              
                              
                              6,119,00010,875,000Less,
      contract revenue earned – January 1, 2008 through December 31,
      2008
                              
                              
                              (4,822,000
                              )Balance
      December 31, 2008
                              
                              $
                              6,053,000


F-43