<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON DC 20549

                                  ________

                                 FORM 10-KSB

(Mark One)

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934.
For the fiscal year ended  March 31, 2001
                          ------------------------------------------------------

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    0-7722
                                       --------------------

                          NEW CENTURY COMPANIES, INC.
--------------------------------------------------------------------------------
                (Name of Small Business Issuer in Its Charter)

<TABLE>
<S>                                                        <C>
                    Delaware                                            061034587
-------------------------------------------------          ----------------------------------------
  (State or other Jurisdiction of Incorporation)             (I.R.S. Employer Identification No.)


              9515 Sorensen Avenue
              Santa Fe Springs, CA                                          90670
-------------------------------------------------          ----------------------------------------
  (Address of Principal Executive Offices)                                (Zip Code)
</TABLE>

                                (562) 906-8455
--------------------------------------------------------------------------------
               (Issuer's Telephone Number, Including Area Code)

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

<TABLE>
<S>                                              <C>
                                                            Name of Each Exchange
             Title of Each Class                             on Which Registered
             -------------------                             --------------------

---------------------------------------------    -----------------------------------------------

---------------------------------------------    -----------------------------------------------
</TABLE>

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

                         Common Stock, par value $0.10
--------------------------------------------------------------------------------
                               (Title of Class)


--------------------------------------------------------------------------------
                               (Title of Class)


     Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for past 90 days.

Yes  X        No________
   -----

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
SKB. [X]

     State issuer's revenue for its most recent fiscal year $2,884,443
                                                           -------------
     State the aggregate market value of the voting and non-voting common
equity held by no-affiliates computed by reference to the price at which the
common equity as sold, or the average bid and asked price of such common equity,
as of a specified date within the past 60 days (See definition of affiliate in
Rule 12b-2 of the Exchange Act.). $13,600,000
                                  -----------

     Note. If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the aggregate market
value of the common equity held by non-affiliates on the basis of reasonable
assumptions, if the assumptions are stated.

                  ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                          DURING THE PAST FIVE YEARS

     Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15 (d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes ______  No  X
              -------

                   APPLICABLE ONLY TO CORPORATE REGISTRANTS

     State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date. As of July 10, 2001, there
were
                                                  ------------------------------
48,304,409 shares of common stock issued and outstanding
--------------------------------------------------------

     Transitional Small Business Disclosure Format (check one):

Yes_______   No  X
               -----
<PAGE>

                                ACCESSTEL, INC.

                                  FORM 10-KSB

                                     INDEX

<TABLE>
<CAPTION>
                                                                               Page
                                                                               ----

                                    PART I
<S>                                                                            <C>
Item  1.  Description of Business.............................................    1

Item  2.  Description of Properties...........................................    5

Item  3.  Legal Proceedings...................................................    5

Item  4.  Submission of Matters of a Vote of Security Holders.................    5

                                   PART II

Item  5.  Market for Registrant's Common Equity and Related
          Stockholder Matters.................................................    5

Item  6.  Management's Discussion and Analysis of Financial
          Condition and Results of Operations.................................    6

Item  7.  Financial Statements................................................    9

Item  8.  Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure.................................    9

                                  PART III

Item  9.  Directors and Executive Officers, Promoters and Control Persons;
          Compliance with Section 16(a) of the Exchange Act...................    9

Item 10.  Executive Compensation..............................................   11

Item 11.  Security Ownership of Certain Beneficial Owners and Management......   11

Item 12.  Certain Relationships and Related Transactions......................   12

Item 13.  Exhibits, List and Reports on Form 8-K..............................   12

Signatures....................................................................   14

Financial Statements..........................................................  F-1
</TABLE>
<PAGE>

                                    PART I


ITEM 1.   Description Of Business.

     When used in this Form 10-KSB, the words "expects," "anticipates,"
"estimates" and similar expressions are intended to identify forward-looking
statements. Such statements are subject to risks and uncertainties, including
those set forth below under "Risks and Uncertainties," that could cause actual
results to differ materially from those projected. These forward-looking
statements speak only as of the date hereof. The Company expressly disclaims any
obligation or undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change in the
Company's expectations with regard thereto or any change in events, conditions
or circumstances on which any statement is based. This discussion should be read
together with the financial statements and other financial information included
in this Form 10-KSB.

OVERVIEW

     New Century Companies, Inc. (the "Company" or "New Century") was
incorporated in the State of Delaware on August 1, 1980 under the name Numex
Corporation. On April 12, 1999, the Registrant acquired all of the outstanding
stock of Jeffrey A. Stern & Associates, Inc., in exchange for 3,046,875 shares
of common stock in the Company (the "JSA Acquisition"). For accounting purposes,
the JSA Acquisition is treated as a re-capitalization of JSA with JSA as the
acquirer. Pursuant to the terms of the JSA Acquisition the Registrant changed
its name to InternetMercado.com, Inc. on September 27, 2000.

RECENT DEVELOPMENTS

     On May 25, 2001, the Company, New Century Acquisition Corp., New Century
Remanufacturing, Inc., and certain individual shareholders of New Century
Remanufacturing entered into an Agreement and Plan of Merger pursuant to which
New Century Acquisition Corp. merged with and into New Century Remanufacturing
(the "Merger"). Pursuant to the Merger Agreement, shareholders of New Century
Remanufacturing exchanged their shares for shares of common stock of the
Registrant. New Century shareholders converted their shares into shares of
common stock of the Registrant at the ratio of 833.3333 shares of common stock
of the Registrant for each one share of New Century Remanufacturing. For
accounting purposes, this Merger is treated as a recapitalization of New Century
Remanufacturing, Inc. with New Century Remanufacturing, Inc. as the acquirer.
However, since the acquisition was completed after the end of the Registrant's
fiscal year, the discussion below provides information with respect to the
business operations of New Century Remanufacturing, Inc.

     As part of the Merger, the former director of the Registrant, Jeffrey A.
Stern resigned and was replaced by David Duquette and Josef Czikmantori both, of
whom were selected by New Century Manufacturing. The former officers of the
Registrant, Jeffrey A. Stern and Felix Telado, resigned and were replaced by
Messers. Duquette and Czikmantori. The Registrant has assumed the
operations of New Century
<PAGE>

Remanufacturing and changed its name to New Century Companies, Inc. on June 15,
2001. All references to "New Century", "us", "our" and "the Company" shall refer
to New Century Companies, Inc. and its subsidiaries.

OPERATIONS

     Prior to the Merger, the Company provided publishing services and direct
marketing services targeting the U.S. Hispanic community. In april 1999, the
Company started its internet venture by developing a Hispanic e-commerce web-
site and providing business-to-business marketing services to other internet
companies wanting to reach the Hispanic market. However, due to the difficulty
in raising additional working capital to execute its business plans, the
Registrant ceased its marketing and internet operations in February 2001.

     After the Merger on May 25, 2001, the Registrant began the manufacturing,
remanufacturing and distribution of large computer numerically controlled
("CNC") horizontal and vertical turning machines. The Company provides rebuilt,
retrofit and remanufacturing services for numerous brands of machine tools. The
remanufacture 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 costing approximately 40%-50% of the price of a new machine. The
warranty policy on a remanufactured machine covers all newly manufactured and
remanufactured products and generally provides a two-year parts and labor
warranty.

     The Registrant manufactures original equipment CNC large turning lathes and
attachments under the trade name of "Century Turn". The Registrant also provides
rebuilt, retrofit and remanufacturing services predominantly for computer
numerically controlled horizontal and vertical turning machines.

     Computer numerically controlled machines use commands from an on-board
computer to control the movement of cutting tools and rotation speeds of the
part being produced. The computer control enables the operator to program
operations such as part rotation, tooling selection and tooling movement for a
specific part and then store that program in memory for future use. The machine
is 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. Since the introduction of CNC turning machines, continual
advances in computer control technology have allowed for easier programming and
additional machine capabilities.

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

     The primary industry segments in which New Century machines are utilized to
make component parts are:  power generation for turbines, aerospace for jet
engines, and component parts for the energy sector for natural gas and oil
exploration.  We sell our products in the United States, Canada and Mexico.

                                       2
<PAGE>

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

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 such as
aerospace, energy, oil and gas, machinery and equipment, and transportation.

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 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 through
acquisitions 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.

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 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.

                                       3
<PAGE>

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 existingproducts to meet market demands and redesigning existing
products to reduce the cost of manufacturing. The research and development
department is staffed with experienced design engineers. The cost of research
and development, all of which has been charged to operations, amounted to
approximately $1,000,000 over the last two years.

PATENTS AND TRADEMARKS

     The Registrant has applied for patents, trademarks and copyrights relating
to its manufactured products. 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 March 31, 2001, we had 2 employees as a result of the Merger on May 25,
2001, we now have 33 employees.

ENVIRONMENTAL MATTERS

     This 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.

                                       4
<PAGE>

ITEM 2.   Properties.

     We are headquartered in Santa Fe Springs, California, and conduct our
operations at facilities located in Santa Fe Springs, California. We believe
that our facilities are in good condition and provide adequate capacity to meet
the 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.
-------------------------------- ----------------------- -----------------------
       9515 Sorensen Ave.
   Santa Fe Springs, CA 90670         Manufacturing                14,000


ITEM 3.   Legal Proceedings.

     None.

ITEM 4.   Submission of Matters to a Vote of Security Holders.


     In June 2000, there was approval of following actions pursuant to a written
consent of the stockholders of record on June 22, 2000.

     1.   Amendment of the Certificate of Incorporation, as amended, changing
          the name of the Registrant from Numex Corporation to
          InternetMercado.com, Inc.;

     2.   Amendment of the Certificate of Incorporation, as amended, increasing
          the number of authorized shares of common stock from 20,000,000 to
          50,000,000 and increasing the number of authorized shares of preferred
          stock, $0.10 par value per share from 10,000,000 to 15,000,000; and

     3.   Adoption of Numex's 2000 Stock Option Plan.

     An Information Statement was furnished and filed with the Securities and
Exchange Commission on August 22, 2000 to provide them with certain information
concerning the actions in accordance with the requirements of the Securities
Exchange Act of 1934, as amended and the regulations promulgated thereunder,
including Regulation 14C.

                                    PART II

ITEM 5.   Market for Registrant's Common Equity and Related Stockholder Matters.

     Our common stock trades on the over-the-counter Bulletin Board under the
symbol "NCNY." The following table sets forth the high and low sales 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 sales prices listed
below represent prices, adjusted for stock splits, between

                                       5
<PAGE>

dealers without adjustments for retail markups, breakdowns or commissions and
may not represent actual transactions.

For Fiscal Year 2001
--------------------
                                                    High              Low
                                               ------------       -----------
 March 31                                      $ .970             $ .080
 December 31                                    1.000               .500
 September 30                                   1.030               .660
 June 30                                        1.810               .630

For Fiscal Year 2000
--------------------

 March 31                                      $1.750             $1.375
 December 31                                    1.313              1.125
 September 30                                   1.438              1.094
 June 30                                        3.010              1.000

     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 March 31, 2001 we had 315 holders of record (not including individual
participants in securities position listings) of our common stock representing
approximately 1,000 persons.

     The transfer agent and registrar for our common stock is U.S. Stock
Transfer located in Glendale, California.

ITEM 6.   Management's Discussion and Analysis of Plan of Operations.

     The following discussion should be read in conjunction with the
Registrant's consolidated financial statements and the notes thereto appearing
elsewhere in this Form 10-KSB. Certain statements contained herein that are not
related to historical results, including, without limitation, statements
regarding the Registrant'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
Registrant's 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-KSB
are qualified in their entity by this statement.

                                       6
<PAGE>

OVERVIEW

     On May 25, 2001, the Registrant acquired all of the outstanding capital
stock of New Century Remanufacturing, Inc. in exchange for 20,000,000 shares of
the Registrant's common stock. For accounting purposes, this acquisition will be
treated as a recapitalization of New Century Remanufacturing, Inc. with New
Century Remanufacturing, Inc. as the acquirer. However, since the acquisition
was completed after the end of the Registrant's fiscal year, the discussion
below provides information with respect to the separate results of operations of
each of the Registrant (pre-acquisition) and New Century Remanufacturing, Inc.
New Century Remanufacturing Inc. has a fiscal year end of December 31.

     As a result of the acquisition, the Registrant is now engaged in the
business of manufacturing and remanufacturing machines as part of the machine
tool industry.

PLAN OF OPERATIONS

     The earnings of New Century Remanufacturing for the year ended 2000 were
negative as a result of management's strategy to invest in research and
development for the development of new projects. The goal of these expenditures
was to position New Century as a leading manufacturer and remanufacturer of
large horizontal and vertical turning machines. New Century has completed the
majority of this current development effort and expects limited resources to be
devoted to this area in the next fiscal year.

     Our current strategy is to expand our customer sales base with our 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. However, there can be no assurance these funds will be available.

     Our growth strategy also includes strategic acquisition in addition to
growing its current business. A significant acquisition will require additional
financing. There can be no assurance that the Company can obtain such financing.

RESULTS OF OPERATIONS

New Century Remanufacturing
---------------------------

     New Century generated revenues of $7,432,400 for fiscal year ended December
31, 2000, which was $1,695,051 increase from $5,737,349 for the year ending
December 31, 1999. This increase was primarily generated by New Century's
aggressive advertising and sales program.

     Gross profit for the year ending December 31, 2000, was $481,293 or 6.5%,
compared to $794,945, or 13.8% in 1999, a decrease of 5.8%, primarily due to
product development and research and development expenses.

     Net loss increased to $327,236 for the year December 31, 2000 compared to
$49,677 for year ended December 31, 1999 primarily due to additional research
and development expense.

                                       7
<PAGE>

     Interest expense for the year ended December 31, 2000, increased to
$67,839, compared to $49,783, year ended December 31, 1999, primarily due to an
increase in the prime lending rate.

The Registrant (Internetmercado.com)
------------------------------------

     In February 2001 the Registrant sold its custom publishing business for a
net amount of $107,770. The consideration included cash and the assumption by
the buyer of certain debt and performance obligations of the Registrant. This
business generated net sales of $2,925,829 and $2,592,447 for the fiscal years
ended March 31, 2001 and 2000, respectively, and had net income of $94,919 and
$353,341, respectively, for those years. The discussions below are based on the
Registrant's operations without the custom publishing business.

     Net sales from continuing operations for the fiscal year ended March 31,
2001 of $2,884,443, were lower (17.3%) than fiscal year 2000's net sales from
continuing operations of $3,489,873. The decrease was due to the cessation of
operations in the last quarter of the fiscal year 2001.

     Cost of sales from continuing operations decreased $861,730 or 26.8%
between the fiscal years of 2000 and 2001, due to the cessation of the lesser
profitable publishing titles and services.

     Most of Registration's technology and web-site development expenses for its
internet venture were incurred in fiscal year 2000. This category of expenses
was $147,090 in fiscal year 2001, which is $933,790 or 86.4% lower than the
$1,080,880 incurred in prior fiscal year.

     Selling, general and administrative expenses decreased from $5,312,341 in
2000 to $3,337,929 in 2001, a decrease of 37.2%, which is due, in part, to
certain one time legal, accounting and brokerage expenses that were incurred in
fiscal year 2000 and not incurred in fiscal year 2001, primarily those
pertaining to the April 12, 1999 merger between the Registrant and Jeffery A
Stern and Associates, Inc., and the private placements in April of 1999 and
February 2000. The expenses incurred in fiscal year 2000 also included
compensation expenses paid to the Non-executive Chairman of the Board who
resigned in August 2000 and the value of shares of common stock granted to
certain employees of Registrant in conjunction with the April 12, 1999 merger.

     Interest expense increased from $173,344 in fiscal 2000 to $261,000 in
fiscal 2001 due to the increase in borrowings in fiscal year 2001. The higher
borrowings in fiscal year 2001 was attributed to the $1,500,000 term loan which
was secured and drawn-down in November 1999. Loss before discontinued operations
(the custom publishing business) for fiscal years 2001 and 2000 were $3,312,680
and $5,932,769, respectively. The decrease in the loss by 50% was primarily due
to improved gross margins after the discontinuance of certain less profitable
publications and services lower technology and web-site development expenses,
and lower selling, general and administrative expenses.

     Financial Condition, Liquidity, Capital Resources
     -------------------------------------------------

     Net cash received in the operations of New Century during fiscal year 2000
was $560,299, which was a $692,670 increase from fiscal 1999. The increase is
due to better cash flow management by New Century executives. New Century used
the cash received from operating activities to fund investing activities of
$285,866 and financing activities of $142,566 for the fiscal year 2000.

     Net cash used in operations of the Registrant (Internetmercado.com) during
fiscal year 2001 was $1,309,614, which is a $1,979,527 lower than fiscal 2000.
The Registrant funded these operational cash flow deficit for fiscal year 2000
with proceeds from stock options exercised, notes payable proceeds and from the
sale of its subsidiary's common stock, which resulted in net cash from financing
activities of $52,950 and $4,580,640 during fiscal year 2001 and 2000. The
deficit for fiscal year 2001 was funded with the cash balance brought forward
from fiscal year 2000. Cash at the end of fiscal years 2001 and 2000 were
$34,109 and $1,252,317 respectively.

     During this fiscal year, the Registrant issued 952,248 shares of the
Registrant's common stock, valued at $925,109, as payment for professional
services and interest.

                                       8
<PAGE>

an accrued contractual bonus of $138,011 payable to Jeffery Stern, the
Registrant's then Chief Executive Officer. In connection with the Merger, the
Registrant issued 20,000,00 shares of common stock in exchange for all of the
outstanding stock of New Century, and 1,100,000 of common stock for consulting
services. The Company also issued 5,700,000 shares of common stock for
conversion of the certain of the Company's creditors, including the secured
loans of $939,594 from MCG Credit Corporation and $1,500,000 from Bastion
Capital Fund, L.P.

     The Registrant plans to continue to rely upon external financing sources to
meet the cash requirement of its ongoing operations. Management is currently
seeking to raise additional funding on 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
Registrant is unable to raise sufficient capital, the Registrant's business plan
will be required to be substantially modified and its operations curtailed.
These conditions raise substantial doubt about the Company'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.

     Inflation and Changing Prices
     -----------------------------

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

ITEM 7.   Financial Statements.

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

ITEM 8.   Changes in and Disagreement With Accountants on Accounting and
          Financial Disclosure.

        The information required by this item was filed with the Commission on
Form 8-K on March 15, 2001.

                                   PART III

ITEM 9.   Directors, Executive Officers, Promoters and Control Persons;
          Compliance With Section 16(a) of the Exchange Act.

     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
March 31, 2001 and June 30, 2001. 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.

June 30, 2001
-------------

Name                         Age  Position
----                         ---  --------

David Duquette               57   Chairman of the Board, President and Director

Josef Czikmantori            50   Secretary and Director


May 31, 2001
------------

Jeffrey A. Stern             41   Former President, Chief Executive Director

Felix Telado                 43   Former Secretary and Chief Financial Officer

                                       9
<PAGE>

Background and Experience
-------------------------

     DAVID DUQUETTE.  Mr. Duquette has served as the Chairman of the Board,
President 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. In 1986, Mr.
Czikmantori defected from Romania and moved to Los Angeles. He joined Mr.
Duquette at Orange Coast Rebuilding. He is a co-founder of New Century
Remanufacturing.

     JEFFREY A. STERN.  Mr. Stern resigned from his positions with the
Registrant in conjunction with the Registrant's acquisition of New Century. Mr.
Stern served as a director and President and Chief Executive Officer of the
Company from April, 1999 through May 31, 2001. Mr. Stern founded Jeffrey A.
Stern & Associates, Inc. in 1990 Mr. Stern started his publishing career in 1980
when he founded the magazine, City Limits, in Boston, shortly after his
graduation from Harvard College.

     FELIX TELADO.  Mr. Telado resigned from his positions of Secretary and
Chief Financial Officer with the Registrant in conjunction with the Registrant's
acquisition of New Century. Mr. Telado has over 19 years of broad-based
experience in accounting, banking, and management. Mr. Telado earned his
professional degrees in accounting and management from the UK's Chartered
Institute of Management Accountants and Chartered Institute of Secretaries and
Administrators. He is a Certified Management Accountant (USA) as well as
Chartered Management Accountant (UK).

Section 16(a) Beneficial Ownership Compliance
----------------------------------------------

                                       10
<PAGE>

     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 Form 3, 4 and 5 filed), no officer, director or 10%
beneficial shareholder failed to file on a timely basis any reports required by
Section 16(a) of the Securities Exchange Act of 1934, as amended.

ITEM 10.  Executive Compensation.


     The following Summary Compensation Table sets forth the compensation earned
by the Company's Chief Executive Officer the only executive officer whose
aggregate compensation for fiscal year 2001 exceeded $100,000 for services
rendered in all capacities to the Company and its subsidiaries for that fiscal
year.

<TABLE>
<CAPTION>
                                           Summary Compensation Table
                                           --------------------------

                          Annual Compensation                    Long-Term
                                                                Compensation                 Shares of
                                                                   Awards

      Name                 Year       Salary       Bonus     Other Compensation    Common Stock Underlying Options
      ----                 ----       ------       -----     ------------------    -------------------------------
<S>                     <C>        <C>           <C>       <C>                    <C>
Jeffrey A. Stern           2001       $225,000       0                0                        1,500,000
</TABLE>

                                     Option Grants in Last Fiscal Year

     The following table provides information on option grants to the Chief
Executive Officer.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
      Name              Number of           Percent of Total      Exercise or     Market Price on   Expiration Date
                       Securities          Options Granted to      Base Price       Grant Date
                   Underlying Options     Employees in Fiscal
                         Granted                  Year
---------------------------------------------------------------------------------------------------------------------
<S>                <C>                    <C>                     <C>             <C>               <C>
Jeffrey A. Stern            --                   --                   --                --               --
---------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                                                               Number of Securities               Value of Unexercised
                                                              Underlying Unexercised            In-the-Money Options at
                                                           Options at Year End (Shares)                Year End
-------------------------------------------------------------------------------------------------------------------------
                                             Aggregate
                    Shares Acquired            Value
                       On Exercise           Realized
      Name                                                  Exercisable       Unexercised      Exercisable    Unexercised
--------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                      <C>            <C>               <C>              <C>            <C>
Jeffrey A. Stern      $                      $      0       $      0          $       0        $      0       $      0
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

COMPENSATION AGREEMENTS

     At March 31, 2001 there were compensation Agreements with the former Chief
Executive Officer, Jeffrey Stern and Chief Financial Officer Felix Telado. As a
result of the merger, there are currently no long-term employment or consulting
agreements between the Company and the executive officers or directors of the
Company.

BOARD OF DIRECTORS

     During the year ended March 31, 2001, there were no meetings of the Board
of Directors. However, certain corporate actions were also conducted by
unanimous written consent of the Board of Directors. Directors receive no
compensation for serving on the Board of Directors, but are reimbursed for
any out-of-pocket expenses incurred in attending board meetings.

ITEM 11.  Security Ownership of Certain Beneficial Owners and Management.

     The following table sets forth the number of shares of common stock
beneficially owned as of June 30, 2001 by (i) those persons or groups known to
the Registrant who beneficially own more than 5% of the Registrant's common
stock; (ii) each director; (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

                                       11
<PAGE>

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 Registrant. Except as indicated below, the stockholders
listed possess sole voting and investment power with respect to their shares.


<TABLE>
<CAPTION>
Name of Beneficial Owner                               No. of Shares        Percentage of Ownership(l)
------------------------                               -------------        --------------------------
<S>                                                    <C>                  <C>
David Duquette                                              10,290,000                    21%
Josef Czikmantori                                            5,060,000                    10%

Officers and Directors as a Group (2 persons)               15,350,000                    32%

5% or More Beneficial Ownership
-------------------------------

Jeffrey A. Stern(2)                                          4,005,714                     8%
Bastion Capital Fund L.P.(3)                                 4,000,000                     8%
</TABLE>

______________________________

(1) Based on 48,304,409 shares outstanding.  Common stock subject to options or
warrants that are currently exercisable or exercisable within 60 days of May 31,
2001 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.

(2) Includes options to purchase 1,500,000 shares.

(3) Includes warrants to purchase 1,000,000 shares.


ITEM 12.  Certain Relationships and Related Transactions.


None.


ITEM 13.  Exhibits, List and Reports on Form 8-K.


Exhibit Number                          Description

2.1            Share Exchange Agreement dated as of December 18, 2000,
               Incorporated herein by reference from the Company's filing on
               Form 8-K filed on August 23, 2000.

3.1            Certificate of Incorporation as filed with the Delaware Secretary
               of State, as amended. Incorporated by reference to exhibit 2.1 to
               Company's Registration Statement on Form S-18, filed on August
               14, 1980.

3.2            Certificate of Amendment to the Certificate of Incorporation as
               filed with the Delaware Secretary of State, Incorporated by
               reference to 8-K filed June 4, 2001.

                                       12
<PAGE>

3.3            Bylaws. Incorporated by reference to exhibit 2.2 to the
               Registration Statement on Form S-18, filed on August 14, 1980.

10.1           Agreement and Plan of Merger, dated as of May 25, 2001, by and
               among Internetmercado.com, Inc., New Century Remanufacturing,
               Inc., New Century Acquisition Corporation, David Duquette and
               Josef Czikmantori; Incorporated by reference to the Exhibit 2.1
               of the 8-K filed June 4, 2001

11.1           Statement of Computation of per share earning included in
               footnote 2 of the financial statements appended hereto.

21.1           Subsidiaries of the Registrant*

___________________
*Filed herewith

(b) Reports on Form 8-K


(1)    The Company filed a report, on Form 8-K on March 8, 2001 relating to the
restructuring of its operations.

(2)    The Company filed a report on Form 8-K on March 15, 2001 relating to the
resignation of its independent accountants.

(3)    The Company filed a report on Form 8-K on June 4, 2001 relating its
       merger with New Century Remanufacturing, Inc.

                                       13
<PAGE>

                                  SIGNATURES

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

Date: July 13, 2001                     NEW CENTURY COMPANIES, INC.

                                        /s/  David Duquette
                                        ----------------------------------------
                                        Name:  David Duquette
                                        Title:  Chairman, President and Director

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

Date: July 13, 2001                     /s/ David Duquette
                                        ----------------------------------------
                                        Name:  David Duquette
                                        Title:  Chairman, President and Director

Date: July 13, 2001                     /s/ Josef Czikmantori
                                        ----------------------------------------
                                        Name:  Josef Czikmantori
                                        Title:  Secretary and Director

                                       14
<PAGE>

                                                     NEW CENTURY COMPANIES, INC.
                                                    (formerly NUMEX CORPORATION)
                                                                AND SUBSIDIARIES
                                                                        CONTENTS
                                                                  March 31, 2001

================================================================================

                                                                        Page

REPORTS OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS                  F-2 to F-3

CONSOLIDATED FINANCIAL STATEMENTS

     Consolidated Balance Sheets                                     F-4 to F-5

     Consolidated Statements of Operations                           F-6 to F-7

     Consolidated Statements of Stockholders' Deficit                F-8 to F-11

     Consolidated Statements of Cash Flows                          F-12 to F-14

     Notes to Consolidated Financial Statements                     F-15 to F-34

                                      F-1
<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors
New Century Companies, Inc.
(formerly Numex Corporation)
and subsidiaries


We have audited the accompanying consolidated balance sheets of New Century
Companies, Inc. (formerly Numex Corporation) and subsidiaries as of March 31,
2001, and the related consolidated statements of operations, stockholders'
deficit, and cash flows for the year then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of New Century
Companies, Inc. (formerly Numex Corporation) and subsidiaries as of March 31,
2001 and the consolidated results of their operations and their cash flows for
the years then ended in conformity with accounting principles generally accepted
in the United States of America.

We have also audited the adjustments described in Note 1 to the Consolidated
Financial Statements pertaining to discontinued operations that were applied to
Restate the 2000 Consolidated Financial Statements. In our opinion, such
adjustments were appropriate and have been properly applied.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern, which contemplates the
realization of assets and the satisfaction of liabilities in the normal course
of business. As discussed in Note 2 to the consolidated financial statements,
the carrying amounts of assets and liabilities presented in the financial
statements do not purport to represent realizable or settlement values. In
addition, the Company has suffered recurring operating losses. These factors
raise substantial doubt about the Company's ability to continue as a going
concern. Management's plans in regard to these matters are also described in
Note 2.


SINGER LEWAK GREENBAUM & GOLDSTEIN LLP

Santa Ana, California
July 12, 2001

                                      F-2
<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors
Numex Corporation and Subsidiaries


We have audited the accompanying consolidated statements of operations,
stockholders' deficit and cash flows of Numex Corporation and Subsidiaries for
the year ended March 31, 2000. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

The consolidated statements of operations, stockholders' deficit and cash flows
for the year ended March 31, 2000 have been revised to reflect the effects of
discontinued operations described in Note 1 to the consolidated financial
statements. We did not audit the adjustments described in Note 1 pertaining to
discontinued operations applied to restate the 2000 financial statements.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the results of its operations and cash flow of
Numex Corporation and Subsidiaries for the year ended March 31, 2000 in
conformity with generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company has suffered recurring operating
losses that raise substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters are also described in
Note 2. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.


BDO Siedman, LLP

Los Angeles, California
June 2, 2000

                                      F-3
<PAGE>

                                                     NEW CENTURY COMPANIES, INC.
                                                    (formerly NUMEX CORPORATION)
                                                                AND SUBSIDIARIES
                                                     CONSOLIDATED BALANCE SHEETS
                                                                  March 31, 2001

================================================================================

                                    ASSETS


Current assets
   Cash                                                                $  34,109
   Accounts receivable, net of allowance for doubtful
      accounts of $32,006                                                 70,664
                                                                       ---------

         Total current assets                                            104,773

Property and equipment, net                                              192,319
Deposits                                                                  62,375
                                                                       ---------

         Total assets                                                  $ 359,467
                                                                       =========


  The accompanying notes are an integral part of these financial statements.

                                      F-4
<PAGE>

                                                     NEW CENTURY COMPANIES, INC.
                                                    (formerly NUMEX CORPORATION)
                                                                AND SUBSIDIARIES
                                                     CONSOLIDATED BALANCE SHEETS
                                                                  March 31, 2001

================================================================================


                     LIABILITIES AND STOCKHOLDERS' DEFICIT

<TABLE>
<CAPTION>
<S>                                                                                    <C>
Current liabilities
   Current portion of long-term debt                                                   $    2,511,360
   Current portion of capital lease obligations                                                22,606
   Accounts payable                                                                         1,200,605
   Accrued expenses                                                                             4,204
                                                                                       --------------

      Total current liabilities                                                             3,738,775

Capital lease obligations, net of current portion                                              92,229
                                                                                       --------------

      Total liabilities                                                                     3,831,004
                                                                                       --------------

Minority interest                                                                             430,925
                                                                                       --------------

Commitments and contingencies

Stockholders' deficit
   Cumulative, convertible Series B preferred stock, $1 par value
     15,000,000 shares authorized
     100,900 shares issued and outstanding                                                    100,900
   Common stock, $0.10 par value
     50,000,000 shares authorized
     17,611,561 shares issued
     17,534,052 shares outstanding                                                          1,753,405
   Shares issuable under compensation agreements                                              317,329
   Treasury stock at cost
     77,509 shares held                                                                        (7,750)
   Subscription receivable                                                                    (87,500)
   Additional paid-in capital                                                               9,614,768
   Accumulated deficit                                                                    (15,593,614)
                                                                                       --------------

      Total stockholders' deficit                                                          (3,902,462)
                                                                                       --------------

         Total liabilities and stockholders' deficit                                   $      359,467
                                                                                       ==============
</TABLE>

  The accompanying notes are an integral part of these financial statements.

                                      F-5
<PAGE>

<TABLE>
<CAPTION>
                                                                                                         NEW CENTURY COMPANIES, INC.
                                                                                                        (formerly NUMEX CORPORATION)
                                                                                                                    AND SUBSIDIARIES
                                                                                               CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                                                       For the Years Ended March 31,

====================================================================================================================================

                                                                                      2001               2000
                                                                                ---------------    ----------------
<S>                                                                             <C>                <C>
Net sales                                                                       $     2,884,443    $      3,489,873

Cost of sales                                                                         2,351,041           3,212,771
                                                                                ---------------    ----------------

Gross profit                                                                            533,402             277,102
                                                                                ---------------    ----------------

Operating expenses
     Technology and Web site development                                                147,090           1,080,880
     Selling, general, and administrative expenses                                    3,337,929           5,312,341
                                                                                ---------------    ----------------

         Total operating expenses                                                     3,485,019           6,393,221
                                                                                ---------------    ----------------

Loss from operations                                                                 (2,951,617)         (6,116,119)
                                                                                ---------------    ----------------

Other income (expense)
     Interest expense, net                                                             (261,000)           (173,344)
     Other income                                                                        33,221              67,289
     Loss on disposal of asset                                                         (133,284)                  -
                                                                                ---------------    ----------------

         Total other income (expense)                                                  (361,063)           (106,055)
                                                                                ---------------    ----------------

Loss before minority interest and discontinued operations                            (3,312,680)         (6,222,174)

Minority interest in loss of consolidated subsidiary                                    342,968             289,405
                                                                                ---------------    ----------------

Loss before discontinued operations                                                  (2,969,712)         (5,932,769)

Discontinued operations
     Income (loss) on discontinued operations, net of provision for
         income taxes of $0 and $0                                                      (14,968)            353,340
                                                                                ---------------    ----------------

Net loss                                                                             (2,984,680)         (5,579,429)

Cumulative preferred stock dividend                                                    (128,625)           (193,373)

Deemed dividend on convertible, cumulative Series B
     preferred stock                                                                          -          (1,728,107)
                                                                                ---------------    ----------------

Net loss available to common stockholders                                       $    (3,113,305)   $     (7,500,909)
                                                                                ===============    ================
</TABLE>

  The accompanying notes are an integral part of these financial statements.

                                      F-6
<PAGE>

<TABLE>
<CAPTION>
                                                                                                         NEW CENTURY COMPANIES, INC.
                                                                                                        (formerly NUMEX CORPORATION)
                                                                                                                    AND SUBSIDIARIES
                                                                                               CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                                                       For the Years Ended March 31,

====================================================================================================================================

                                                                                      2001               2000
                                                                                ---------------    ----------------
<S>                                                                             <C>                <C>
Basic and diluted loss per common share

Loss from continuing operations                                                 $         (0.19)   $          (0.52)

Income (loss) from discontinued operations                                                    0                0.02
                                                                                ---------------    ----------------

Net Loss                                                                        $         (0.19)   $          (0.50)
                                                                                ===============    ================


Weighted-average number of common shares used to
     compute basic and diluted loss per share                                        16,722,642          14,921,778
                                                                                ===============    ================
</TABLE>

  The accompanying notes are an integral part of these financial statements.

                                      F-7
<PAGE>

                                                     NEW CENTURY COMPANIES, INC.
                                                    (formerly NUMEX CORPORATION)
                                                                AND SUBSIDIARIES
                                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                                                   For the Years Ended March 31,

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                              Shares
                                                                             Issuable
                                                                               Under
                              Cumulative, Convertible                         Compen-
                              Series B Preferred Stock      Common Stock      sation     Treasury Subscription
                              ------------------------  -------------------
                               Shares         Amount     Shares     Amount   Agreement     Stock   Receivable
                               -------      ----------  --------   --------  ----------   -------  ----------
<S>                            <C>          <C>         <C>         <C>      <C>         <C>       <C>

Balance, March 31,
 1999                                -      $       -    2,540,407 $ 254,041 $        -   $     -  $        -
Proceeds from
 issuance of
 Cumulative,
 convertible
 Series B
 preferred stock               144,000        144,000
Deemed dividend
 on cumulative,
 convertible
 Series B
 preferred stock
Conversion of
 cumulative,
 convertible
 Series B preferred
 stock into common
 stock                         (28,400)       (28,400)     473,335    47,333
</TABLE>

                                    Additional
                                     Paid-in         Accumulated
                                     Capital           Deficit        Total
                                    ----------       -----------   -----------
Balance, March 31,
 1999                               $        -       $(4,300,555)  $(4,046,514)
Proceeds from
 issuance of
 Cumulative,
 convertible
 Series B
 preferred stock                     3,031,500                       3,175,500
Deemed dividend
 on cumulative,
 convertible
 Series B
 preferred stock                     1,728,107        (1,728,107)            -
Conversion of
 cumulative,
 convertible
 Series B preferred
 stock into common
 stock                                 (18,933)                              -



   The accompaning notes are an integral part of these financial statements.

                                      F-8
<PAGE>

                                                     NEW CENTURY COMPANIES, INC.
                                                    (formerly NUMEX CORPORATION)
                                                                AND SUBSIDIARIES
                                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                                                   For the Years Ended March 31,

================================================================================

<TABLE>
<CAPTION>

                                                                                        Shares
                                                                                       Issuable
                            Cumulative,  Convertible                                    Under
                            Series B Preferred Stock            Common Stock            Compen-
                         ----------------------------  -----------------------------    sation          Treasury     Subscription
                            Shares          Amount        Shares          Amount       Agreement         Stock        Receivable
                         -------------  -------------  --------------  -------------  -------------  --------------  -------------
<S>                      <C>            <C>            <C>             <C>            <C>            <C>              <C>
Common stock
   issued to                            $                   237,212         23,721     $              $               $
   employees
Common stock
   issued to acquire
   minority interest                                        269,256         26,926
Issuance of common
   stock in
   recapitalization
   transaction                                           11,940,340      1,194,034                         (7,750)
Issuance of common
   stock for services
   rendered                                                 156,250         15,625
Proceeds from
   issuance of
   common stock                                             250,000         25,000                                       (87,500)
Proceeds from
   warrants
   exercised                                                 55,000          5,500
Proceeds from
   options
   exercised                                                415,000         41,500

<CAPTION>
                                                     Additional
                                                      Paid-in           Accumulated
                                                      Capital             Deficit          Total
                                                   --------------      -------------   ------------
<S>                                                <C>                 <C>             <C>
Common stock
   issued to                                        $  562,657         $               $   586,378
   employees
Common stock
   issued to acquire
   minority interest                                   612,557                             639,483
Issuance of common
   stock in
   recapitalization
   transaction                                                          (1,000,843)        185,441
Issuance of common
   stock for services
   rendered                                            370,312                             385,937
Proceeds from
   issuance of
   common stock                                        162,500                             100,000
Proceeds from
   warrants
   exercised                                            48,875                              54,375
Proceeds from
   options
   exercised                                           173,500                             215,000
</TABLE>

  The accompanying notes are an integral part of these financial statements.

                                      F-9
<PAGE>

                                                     NEW CENTURY COMPANIES, INC.
                                                    (formerly NUMEX CORPORATION)
                                                                AND SUBSIDIARIES
                                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                                                   For the Years Ended March 31,

================================================================================

<TABLE>
<CAPTION>
                                                                                              Shares
                                                                                             Issuable
                                                                                               Under
                                Cumulative,  Convertible                                      Compen-
                                Series B Preferred Stock            Common Stock              sation         Treasury
                               ---------------------------  -----------------------------
                                  Shares        Amount          Shares         Amount        Agreement        Stock
                               ------------  -------------  --------------  -------------  -------------  --------------
<S>                            <C>           <C>            <C>             <C>            <C>            <C>
Non-employee
   compensation
   expense for
   warrants issued                           $                              $              $              $
Sale of subsidiary's
   common stock
Net loss
                               ------------  -------------  --------------  -------------  -------------  --------------
Balance, March 31,
   2000                             115,600        115,600      16,336,800      1,633,680              -          (7,750)
Conversion of
   cumulative,
   convertible
   Series B preferred
   stock into common
   stock                            (14,700)       (14,700)        245,004         24,500
Issuance of common
   stock for services
   rendered                                                        777,000         77,700
Issuance of common
   stock for interest
   expense                                                         175,248         17,525
<CAPTION>
                                              Additional
                               Subscription     Paid-in      Accumulated
                                Receivable      Capital        Deficit          Total
                               ------------  -------------  --------------  -------------
<S>                            <C>           <C>            <C>             <C>
Non-employee
   compensation
   expense for
   warrants issued             $             $     522,080  $               $     522,080
Sale of subsidiary's
   common stock                                  1,531,529                      1,531,529
Net loss                                                        (5,579,429)    (5,579,429)
                               ------------  -------------  -------------  --------------
Balance, March 31,
   2000                             (87,500)     8,724,684     (12,608,934)    (2,230,220)
Conversion of
   cumulative,
   convertible
   Series B preferred
   stock into common
   stock                                            (9,800)                             -
Issuance of common
   stock for services
   rendered                                        709,909                        787,609
Issuance of common
   stock for interest
   expense                                         119,975                        137,500
</TABLE>

  The accompanying notes are an integral part of these financial statements.

                                      F-10
<PAGE>

                                                     NEW CENTURY COMPANIES, INC.
                                                    (formerly NUMEX CORPORATION)
                                                                AND SUBSIDIARIES
                                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                                                   For the Years Ended March 31,

================================================================================

<TABLE>
<CAPTION>
                                                                                            Shares
                                                                                           Issuable
                                                                                            Under
                           Cumulative,  Convertible                                        Compen-
                          Series B Preferred Stock              Common Stock                sation          Treasury
                         ----------------------------   -----------------------------
                            Shares         Amount          Shares          Amount          Agreement          Stock
                         -------------  -------------   --------------  -------------    -------------    --------------
<S>                      <C>            <C>             <C>             <C>              <C>              <C>
Shares issuable
   under
   compensation
   agreements                           $                               $                $     317,329    $
Sale of subsidiary's
   common stock
Net loss
                         -------------  -------------   --------------  -------------    -------------    --------------

Balance, March 31,
   2001                        100,900  $     100,900       17,534,052  $   1,753,405    $     317,329    $       (7,750)
                         =============  =============   ==============  =============    =============    ==============

<CAPTION>
                                              Additional
                          Subscription          Paid-in           Accumulated
                           Receivable           Capital             Deficit               Total
                          -------------      -------------       --------------        -------------
<S>                      <C>                 <C>                 <C>                   <C>
Shares issuable
   under
   compensation
   agreements             $                  $                   $                     $     317,329
Sale of subsidiary's
   common stock                                    70,000                                     70,000
Net loss                                                            (2,984,680)           (2,984,680)
                          -------------      -------------       --------------        -------------

Balance, March 31,
   2001                   $     (87,500)     $  9,614,768        $ (15,593,614)        $  (3,902,462)
                          =============      =============       ==============        =============
</TABLE>


  The accompanying notes are an integral part of these financial statements.

                                     F-11
<PAGE>

                                                     NEW CENTURY COMPANIES, INC.
                                                    (formerly NUMEX CORPORATION)
                                                                AND SUBSIDIARIES
                                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                   For the Years Ended March 31,

================================================================================

<TABLE>
<CAPTION>
                                                              2001           2000
                                                         ------------    ------------
<S>                                                      <C>             <C>
Cash flows from operating activities
 Net loss                                                $ (2,984,680)   $  (5,579,429)
 Adjustments to reconcile net loss to net cash
   used in operating activities
     Loss on sale of discontinued operation                   109,886                -
     Depreciation and amortization                            135,910          148,682
     Impairment of loan costs                                 105,000                -
     Loss on sale of assets                                   133,284                -
     Minority interest in subsidiary                         (342,968)         743,894
     Issuance of common stock for services rendered           925,109          972,315
     Issuance of warrants for services rendered                     -          522,080
     Shares issuable under compensation agreement             317,329                -
     Allowance for uncollectible accounts                           -         (100,238)
     (Increase) decrease in
       Accounts receivable                                    405,177          217,853
       Capitalized production costs                           262,148         (147,319)
       Deferred loan cost                                           -         (105,000)
       Deposits and other assets                              (22,889)         (87,732)
     Increase (decrease) in
       Accounts payable                                       218,219         (214,010)
       Accrued expenses                                       (19,448)         228,956
       Deferred revenues                                     (405,291)         (32,758)
       Other liabilities                                     (146,400)         143,565
                                                         ------------     ------------

Net cash used in operating activities                      (1,309,614)      (3,289,141)
                                                         ------------     ------------

Cash flows from investing activities
 Purchases of property and equipment                         (306,671)        (382,351)
 Proceeds from sale of assets                                 300,065                -
 Proceeds from sale of discontinued operation                  45,062                -
 Recapitalization, net of cash acquired                             -          123,692
 Proceeds from capital lease obligations                            -          134,391
                                                         ------------     ------------

Net cash provided by (used in) investing activities            38,456         (124,268)
                                                         ------------     ------------
</TABLE>

  The accompanying notes are an integral part of these financial statements.

                                     F-12
<PAGE>

                                                     NEW CENTURY COMPANIES, INC.
                                                    (formerly NUMEX CORPORATION)
                                                                AND SUBSIDIARIES
                                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                   For the Years Ended March 31,

================================================================================

<TABLE>
<CAPTION>
                                                            2001             2000
                                                        ------------    -------------
<S>                                                     <C>             <C>
Cash flows from financing activities
 Payment on line of credit                              $          -    $  (1,800,000)
 Proceeds from long-term debt                                      -        1,500,000
 Payments on long-term debt                                        -         (176,284)
 Payments on capital lease obligations                       (47,050)         (19,480)
 Proceeds from issuance of preferred stock                         -        3,175,500
 Proceeds from issuance of common stock                            -          100,000
 Proceeds from options and warrants exercised                      -          269,375
 Sale of subsidiary's common stock                           100,000        1,531,529
                                                        ------------    -------------

Net cash provided by financing activities                     52,950        4,580,640
                                                        ------------    -------------

Net increase (decrease) in cash                           (1,218,208)       1,167,231

Cash, beginning of year                                    1,252,317           85,086
                                                        ------------    -------------

Cash, end of year                                       $     34,109    $   1,252,317
                                                        ============    =============

Supplemental disclosures of cash flow information

 Interest paid                                          $    123,500    $     190,189
                                                        ============    =============

 Income taxes paid                                      $         -     $           -
                                                        ============    =============
</TABLE>

Supplemental schedule of non-cash investing and financing activities

During the year ended March 31, 2001, the Company issued 175,248 shares of
common stock to a lender in lieu of an interest payment and 777,000 shares of
common stock to two service providers for consulting services rendered.

During the years ended March 31, 2000, the Company entered into capital lease
obligations of $134,391.

During the years ended March 31, 2001 and 2000, the Company converted 14,700 and
28,400 shares, respectively, of cumulative, convertible Series B preferred stock
into 245,004 and 473,335 shares, respectively, of common stock.

  The accompanying notes are an integral part of these financial statements.

                                     F-13
<PAGE>

                                                     NEW CENTURY COMPANIES, INC.
                                                    (formerly NUMEX CORPORATION)
                                                                AND SUBSIDIARIES
                                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                   For the Years Ended March 31,

================================================================================


Supplemental schedule of non-cash investing and financing activities (Continued)

During the year ended March 31, 2000, the Company acquired Jeffrey A. Stern &
Associates, Inc. for $123,692, net of cash acquired.

During the year ended March 31, 2000, the Company deemed a dividend on its
convertible, cumulative Series B preferred stock of $1,728,107.


  The accompanying notes are an integral part of these financial statements.

                                     F-14
<PAGE>

                                                     NEW CENTURY COMPANIES, INC.
                                                    (formerly NUMEX CORPORATION)
                                                                AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                  March 31, 2001

================================================================================


NOTE 1 - NATURE OF BUSINESS

     Organization
     ------------
     New Century Companies, Inc. (formerly Numex Corporation) ("New Century"), a
     Delaware limited liability corporation, was organized in August 1980.

     On April 12, 1999, Numex Corporation ("Numex") acquired all of the
     outstanding capital stock of Jeffrey A. Stern & Associates, Inc. ("JSA") by
     issuing 3,046,875 shares of Numex's common stock. The issuance of Numex's
     common stock to the stockholders of JSA made Numex become an active
     operating entity. Generally accepted accounting principles require that
     Numex whose stockholders retain the majority interest in a combined
     business be treated as the acquirer for accounting purposes. Therefore,
     this transaction has been accounted for as a "reverse acquisition" for
     financial reporting purposes. The relevant acquisition process utilized the
     capital structure of Numex, and the assets and liabilities of JSA were
     recorded at their historical cost.

     Although JSA is deemed to be the acquiring company for financial accounting
     and reporting purposes, the legal status of Numex as the surviving
     corporation did not change. JSA is a media and marketing services company
     that has focused on niche and underdeveloped markets. Its Spanish language
     division, JSA en espanol, has created proprietary integrated marketing
     programs to help marketers reach the rapidly growing Hispanic market in the
     United States. During October 1999, Numex commenced operations of
     InternetMercado Commerce Corporation ("IMCC"), which provides services to
     assist Internet companies access the Hispanic community.

     In September 2000, Numex's name was changed from Numex Corporation to
     InternetMercado.com, Inc., and on May 25, 2001, the Company effected a
     merger, whereby New Century Remanufacturing, Inc. ("Remanufacturing") was
     acquired by the Company (see Note 9) for certain shares of stock. In
     connection with the merger, substantially all of the assets and liabilities
     of the Company were assigned or transferred out of the Company, and the
     name was changed to New Century Companies, Inc.

     The transaction will be accounted for as a reverse acquisition, whereby the
     results of operations will be retroactively restated to reflect those of
     New Century, and the equity section of New Century will be restated to
     reflect the capital structure of the Company.

                                     F-14
<PAGE>

                                                     NEW CENTURY COMPANIES, INC.
                                                    (formerly NUMEX CORPORATION)
                                                                AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                  March 31, 2001

================================================================================

NOTE 1 - NATURE OF BUSINESS (Continued)

         Organization
         ------------
         The unaudited pro forma balance sheet and results of operations of
         Remanufacturing for the two most recent years were as follows:

<TABLE>
<CAPTION>
                                                                                            December 31,
                                                                                -----------------------------------
                                                                                      2000               1999
                                                                                ---------------    ----------------
                  <S>                                                           <C>                <C>
                  Current assets                                                $     1,299,856    $      2,298,730
                  Property and equipment                                                885,639             162,388
                  Other assets                                                          367,501             115,677
                                                                                ---------------    ----------------

                      Total assets                                              $     2,552,996    $      2,576,795
                                                                                ===============    ================

                  Current liabilities                                           $     2,027,949    $      1,772,773
                  Long-term debt                                                        306,542             190,442
                  Stockholders' equity                                                  218,505             613,580
                                                                                ---------------    ----------------

                      Total liabilities and stockholders' equity                $     2,552,996    $      2,576,795
                                                                                ===============    ================

                                                                                      For the Years Ended
                                                                                            December 31,
                                                                                -----------------------------------
                                                                                      2000               1999
                                                                                ---------------    ----------------

                  Net sales                                                     $     7,432,400    $      5,737,349
                  Cost of sales                                                       6,951,107           4,942,404
                                                                                ---------------    ----------------

                  Gross profit                                                          481,293             794,945
                  Operating expenses                                                    819,350             794,039
                                                                                ---------------    ----------------

                  Income (loss) from operations                                        (338,057)                906
                  Other income (expense)                                                 10,821             (50,583)
                                                                                ---------------    ----------------

                      Net loss                                                  $      (327,236)   $        (49,677)
                                                                                ===============    ================
</TABLE>

         Discontinued Operations
         -----------------------
         In February 2001, the Company entered into an agreement to sell its
         custom publishing division, JSA Communications ("JSAC"), which develops
         retention marketing programs for companies. Accordingly, the results of
         JSAC as well as the loss on the sale of its assets have been reports
         separately as discontinued operations in the accompanying statements of
         operations. Net sales of JSAC for the years ended March 31, 2001 and
         2000 amounted to $2,925,829 and $2,592,447, respectively.

                                     F-15
<PAGE>

                                                     NEW CENTURY COMPANIES, INC.
                                                    (formerly NUMEX CORPORATION)
                                                                AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                  March 31, 2001

================================================================================

NOTE 1 - NATURE OF BUSINESS (Continued)

         Discontinued Operations (Continued)
         -----------------------
         The Company disposed of JSAC for $107,770 and incurred a one-time loss
         in the amount of $109,886. The effect of this transaction on the
         Company's net loss was as follows for the years ended March 31, 2001
         and 2000:

<TABLE>
<CAPTION>
                                                                                2001               2000
                                                                          ---------------    ----------------
                  <S>                                                     <C>                <C>
                  JSAC's net income                                       $        94,919    $        353,340
                  Loss from sale of JSAC                                         (109,887)                  -
                                                                          ---------------    ----------------

                      Income (loss) from discontinued operations          $       (14,968)   $        353,340
                                                                          ================   ================
</TABLE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Principles of Consolidation
         ---------------------------
         The consolidated financial statements include the accounts of New
         Century and its majority owned subsidiaries, JSA and IMCC
         (collectively, the "Company"). All significant intercompany accounts
         and transactions have been eliminated in consolidation.

         Going Concern
         -------------
         The accompanying consolidated financial statements have been prepared
         assuming that the Company will continue as a going concern, which
         contemplates the realization of assets and the satisfaction of
         liabilities in the normal course of business. The carrying amounts of
         assets and liabilities presented in the financial statements do not
         purport to represent realizable or settlement values. In addition, the
         Company has suffered recurring operating losses. These factors raise
         substantial doubt about the Company's ability to continue as a going
         concern.

         The Company is continuously seeking additional funding and believes
         that this will result in improved operating results. However, there can
         be no assurance that the Company will be able to raise sufficient
         financing to support its cash flow requirements.

         In addition, in May 2001, the Company entered into a reverse merger to
         secure working capital for operations (see Note 9). However, there can
         be no assurance that the Company will be able to secure additional
         capital. The consolidated financial statements do not contain any
         adjustments for the outcome of this uncertainty.

                                     F-16

<PAGE>

                                                     NEW CENTURY COMPANIES, INC.
                                                    (formerly NUMEX CORPORATION)
                                                                AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                  March 31, 2001

================================================================================


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         Revenue Recognition
         -------------------
         Revenue from publishing services is recognized when the printed
         publications are shipped to the customer. Revenue from advertisements
         is recognized when the publication is distributed to the general
         public. Revenue from consulting services is recognized over the term of
         the services provided.

         Comprehensive Income
         --------------------
         The Company utilizes Statement of Financial Accounting Standards
         ("SFAS") No. 130, "Reporting Comprehensive Income." This statement
         establishes standards for reporting comprehensive income and its
         components in a financial statement. Comprehensive income as defined
         includes all changes in equity (net assets) during a period from
         non-owner sources. Examples of items to be included in comprehensive
         income, which are excluded from net income, include foreign currency
         translation adjustments and unrealized gains and losses on
         available-for-sale securities. Comprehensive income is not presented in
         the Company's financial statements since the Company did not have any
         of the items of comprehensive income in any period presented.

         Cash Equivalents
         ----------------
         For the purpose of the statements of cash flows, the Company considers
         all highly liquid investments with original maturities of three months
         or less to be cash equivalents.

         Capitalized Production Costs
         ----------------------------
         The Company capitalizes the costs incurred related to orders that are
         in the production process. These capitalized production costs are
         expensed upon completion and delivery of the orders.

         Property and Equipment
         ----------------------
         Property and equipment are stated at cost. The Company provides for
         depreciation and amortization using the straight-line method over the
         estimated useful lives of the various classes of property and equipment
         as follows:

<TABLE>
                  <S>                                                                <C>
                  Furniture and fixtures                                             5 to 7 years
                  Equipment                                                          3 to 7 years
                  Equipment under capital leases                                          5 years
                  Leasehold improvements                    Lesser of economic life or lease term
</TABLE>

                                     F-17
<PAGE>

                                                     NEW CENTURY COMPANIES, INC.
                                                    (formerly NUMEX CORPORATION)
                                                                AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                  March 31, 2001

================================================================================


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         Property and Equipment (Continued)
         ----------------------
         Maintenance and repair costs are expensed as they are incurred while
         renewals and improvements of a significant nature are capitalized. At
         the time of retirement or disposal of property and equipment, the cost
         and related accumulated depreciation or amortization are removed from
         the accounts, and any resulting gain or loss is reflected in the
         results of operations.

         Goodwill
         --------
         Goodwill represents the excess of the cost to acquire JSA over the fair
         value of JSA at the acquisition date. It is being amortized using the
         straight-line method over 5 years. The goodwill was written off with
         the recording of the sale of discontinued operations.

         Deferred Loan Cost
         ------------------
         Deferred loan cost represents the cost associated with loans and are
         amortized over the term of the loan. Deferred loan costs were 0 at
         March 31, 2001.

         Deferred Revenues
         -----------------
         Deferred revenues represent deposits received from customers for
         specific orders, which will be recognized as revenue upon completion
         and delivery of the orders.

         Long-Lived Assets
         -----------------
         The Company accounts for the impairment and disposition of long-lived
         assets in accordance with SFAS No. 121, "Accounting for the Impairment
         of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." In
         accordance with SFAS No. 121, long-lived assets to be held are reviewed
         for events or changes in circumstances which indicate that their
         carrying value may not be recoverable based on future, undiscounted
         cash flows.

         Minority Interest
         -----------------
         The minority interest in subsidiary in the accompanying consolidated
         balance sheets represents the minority stockholders' equity in IMCC.

                                     F-18
<PAGE>

                                                     NEW CENTURY COMPANIES, INC.
                                                    (formerly NUMEX CORPORATION)
                                                                AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                  March 31, 2001

================================================================================


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         Stock-Based Compensation
         ------------------------
         SFAS No. 123, "Accounting for Stock-based Compensation," established a
         fair value method of accounting for stock-based compensation plans and
         for transactions in which a company acquires goods and services from
         non-employees in exchange for equity instruments. The Company has
         adopted this accounting standard. SFAS No. 123 also gives the option to
         account for stock-based employee compensation in accordance with
         Accounting Principles Board Opinion ("APB") No. 25, "Accounting for
         Stock Issued to Employees," or SFAS No. 123. The Company elected to
         follow APB No. 25, which measures compensation cost for employee stock
         options as the excess, if any, of the fair market price of the
         Company's stock at the measurement date over the amount an employee
         must pay to acquire stock.

         Treasury Stock
         --------------
         The Company accounts for its treasury stock under the cost method,
         whereby purchases of treasury stock are recorded at cost.

         Fair Value of Financial Instruments
         -----------------------------------
         The Company measures financial assets and liabilities in accordance
         with generally accepted accounting principles. For the Company's
         financial instruments, including cash, accounts receivable, accounts
         payable, and accrued expenses, the carrying amounts approximate fair
         value due to their short maturities. The amounts shown for long-term
         debt and capital lease obligations also approximate fair value because
         current interest rates offered to the Company for debt of similar
         maturities are substantially the same.

         Income Taxes
         ------------
         The Company provides for income taxes in accordance with SFAS No. 109,
         "Accounting for Income Taxes." Deferred income taxes are provided on a
         liability method, whereby deferred tax assets are recognized for
         deductible temporary differences and deferred tax liabilities are
         recognized for taxable temporary differences. Temporary differences are
         the differences between the reported amounts of assets and liabilities
         and their tax bases. Deferred tax assets are reduced by a valuation
         allowance when, in the opinion of management, it is more likely than
         not that some portion of all of the deferred tax assets will not be
         realized. Deferred tax assets and liabilities are adjusted for the
         effects of changes in tax laws and rates on the date of enactment.

                                     F-19
<PAGE>

                                                     NEW CENTURY COMPANIES, INC.
                                                    (formerly NUMEX CORPORATION)
                                                                AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                  March 31, 2001

================================================================================

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         Loss per Share
         --------------
         Loss per share is presented according to SFAS No. 128, "Earnings Per
         Share." Basic loss per share excludes dilution and is computed by
         dividing loss available to common stockholders by the weighted average
         number of common shares outstanding for the period. Diluted loss per
         share reflects the potential dilution that could occur if securities or
         other contracts to issue common stock were exercised or converted into
         common stock or resulted from issuance of common stock that then share
         in earnings. SFAS No. 128 also requires dual presentation of basic and
         diluted loss per share on the face of the operations statements and a
         reconciliation of the numerator and denominator of the basic loss per
         share computation to the numerator and denominator of the diluted loss
         per share computation.

         The components of basic and diluted earnings per share for the years
         ended March 31, 2001 and 2000 were as follows:

<TABLE>
<CAPTION>
                                                                                      2001               2000
                                                                                ---------------    ----------------
                 <S>                                                            <C>                <C>
                  Numerator

                      Net loss                                                  $    (2,984,680)   $     (5,579,429)
                      Preferred stock dividends                                        (128,625)           (193,373)
                      Deemed dividend on preferred stock                                      -          (1,728,107)
                                                                                ---------------    ----------------
                           Loss available for common
                               stockholders                                     $    (3,113,305)   $     (7,500,909)
                                                                                ===============    ================

                  Denominator
                      Weighted-average number of common shares
                           outstanding during the period                             16,722,642          14,921,778
                      Assumed exercised stock options and
                           warrants outstanding                                               *                   *
                      Assumed conversion of cumulative, convertible
                           Series B preferred stock                                           *                   *
                                                                                ---------------    ----------------
                               Common stock and common stock
                                    equivalents used for diluted
                                    loss per share                                   16,722,642          14,921,778
                                                                                ===============    ================
</TABLE>

         * The effect of outstanding stock options and preferred stock is not
           included as the result would be anti-dilutive.

                                     F-20
<PAGE>

                                                     NEW CENTURY COMPANIES, INC.
                                                    (formerly NUMEX CORPORATION)
                                                                AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                  March 31, 2001

================================================================================

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         Reclassifications
         -----------------
         Certain amounts included in the prior year financial statements have
         been reclassified to conform with the current year presentation. Such
         reclassification had no effect on reported net loss.

         Estimates
         ---------
         The preparation of financial statements requires management to make
         estimates and assumptions that affect the reported amounts of assets
         and liabilities and disclosure of contingent assets and liabilities at
         the date of the financial statements and the reported amounts of
         revenue and expenses during the reporting period. Actual results could
         differ from those estimates.

         Concentrations of Risk
         ----------------------
         Financial instruments which potentially subject the Company to
         concentrations of credit risk consist of cash and accounts receivable.
         The Company places its cash with high credit, quality financial
         institutions. At times, such investments may be in excess of the
         Federal Deposit Insurance Corporation insurance limit of $100,000. The
         Company has not experienced any losses in such accounts and believes it
         is not exposed to any significant credit risk on cash. With respect to
         accounts receivable, the Company routinely assesses the financial
         strength of its customers and, as a consequence, believes that the
         receivable credit risk exposure is limited.

         Major Customers
         ---------------
         During the year ended March 31, 2001, the Company conducted business
         with three customers whose sales comprised 22%, 17%, and 16% of net
         sales. During the year ended March 31, 2000, the Company conducted
         business with two customers whose sales comprised 34% and 31% of net
         sales. As of March 31, 2001, two customers accounted for 27% and 24% of
         total accounts receivable.

         Major Suppliers
         ---------------
         During the year ended March 31, 2001, the Company conducted business
         with two suppliers who accounted for 14% and 13% of total purchases. As
         of March 31, 2001, two suppliers accounted for 14% and 11% of total
         accounts payable.

                                     F-21
<PAGE>

                                                     NEW CENTURY COMPANIES, INC.
                                                    (formerly NUMEX CORPORATION)
                                                                AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                  March 31, 2001

================================================================================

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         Recently Issued Accounting Pronouncements
         -----------------------------------------
         In March 2000, the Financial Accounting Standards Board ("FASB") issued
         FASB Interpretation No. 44, "Accounting for Certain Transactions
         Involving Stock Compensation," (an Interpretation of Accounting
         Principles Bulletin Opinion No. 25 ("APB 25")) ("FIN 44"). FIN 44
         provides guidance on the application of APB 25, particularly as it
         relates to options. The effective date of FIN 44 is July 1, 2000, and
         the Company has adopted FIN 44 as of that date.

         In June 2000, the FASB issued SFAS No. 138, "Accounting for Certain
         Instruments and Certain Hedging Activities." This statement is not
         applicable to the Company.

         In June 2000, the FASB issued SFAS No. 139, "Rescission of FASB
         Statement No. 53 and Amendments to Statements No. 63, 89, and 121."
         This statement is not applicable to the Company.

         In September 2000, the FASB issued SFAS No. 140, "Accounting for
         Transfers and Servicing of Financial Assets and Extinguishments of
         Liabilities, a replacement of FASB Statement No. 125." This statement
         is not applicable to the Company.


NOTE 3 - PROPERTY AND EQUIPMENT

         Property and equipment at March 31 consisted of the following:

<TABLE>
<CAPTION>
                                                                                      2001
                                                                                ---------------
                  <S>                                                           <C>
                  Furniture and fixtures                                        $        61,193
                  Equipment                                                             337,174
                  Equipment under capital leases                                        134,392
                                                                                ---------------

                                                                                        532,759
                  Less accumulated depreciation and amortization                        340,440
                                                                                ---------------

                      Total                                                     $       192,319
                                                                                ===============
</TABLE>

         For the years ended March 31, 2001 and 2000, depreciation and
         amortization expense amounted to $135,910 and $61,103, respectively.
         Included in accumulated depreciation is $33,598 for equipment under
         capital leases at March 31, 2001.

                                     F-22
<PAGE>

                                                     NEW CENTURY COMPANIES, INC.
                                                    (formerly NUMEX CORPORATION)
                                                                AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                  March 31, 2001

================================================================================

NOTE 4 - LONG-TERM DEBT

     Long-term debt at March 31 consisted of the following:

<TABLE>
<CAPTION>
                                                                                      2001
                                                                                ---------------
          <S>                                                                   <C>
          Prime (9% at March 31, 2001), plus 1% term loan - secured by a
            majority of the Company's assets. Interest is payable monthly,
            and any unpaid principal and interest is due in June 2002.          $       939,594

          12% promissory note - secured by certain assets
            of the Company.  Interest is payable monthly,
            and any unpaid principal and interest is due
            in November 2002                                                          1,500,000

          10% promissory note - due to a vendor.  Principal
            and interest are payable in quarterly installments.
            However, the vendor has allowed the Company
            to apply the discounts earned from credit
            terms against the outstanding balance until
            the note is paid in full.                                                    71,766
                                                                                ---------------

                                                                                      2,511,360
          Less current portion                                                        2,511,360
                                                                                ---------------

                 Long-term portion                                              $             -
                                                                                ===============
</TABLE>

     Substantially all of the long-term debt was subsequently converted into
     shares of the Company's stock in connection with the Remanufacturing Merger
     as discussed in Note 9.


NOTE 5 - COMMITMENTS AND CONTINGENCIES

     Leases
     ------
     The Company leases its facility under a non-cancelable operating lease
     arrangement which requires minimum monthly payments of $11,500. The
     facility lease expires in January 2007. The facility rent for the year
     ended March 31, 2000 amounted to $131,500. During the year ended March 31,
     2001, the Company subleased a portion of its facility on a month-to-month
     basis to a related party. Total rent expense, net of rental income, for the
     year ended March 31, 2001 amounted to $66,026.

                                      F-23
<PAGE>

                                                     NEW CENTURY COMPANIES, INC.
                                                    (formerly NUMEX CORPORATION)
                                                                AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                  March 31, 2001

================================================================================

NOTE 5 - COMMITMENTS AND CONTINGENCIES (Continued)

     Leases (Continued)
     ------
     In September 2000, the Company entered into an agreement in which its
     facility lease and related leasehold improvements were transferred to a
     related party in exchange for cash of $140,000 and a note receivable of
     $360,000. The outstanding balance of the note was $255,000 at March 31,
     2001 which has been fully reserved for. In connection with the agreement,
     the Company recorded a loss of $132,630, which is included in loss on
     disposal of assets in the accompanying financial statements.

     In addition, the Company leases various property and equipment under
     capital lease obligations. These leases have interest rates ranging from
     9.2% to 15.3% and require monthly payments of $3,205, including interest.
     The leases expire through December 2004.

     Future minimum lease payments under these capital lease obligations at
     March 31, 2001 were as follows:

          Year Ending                                         Capital
            March 31,                                         Leases
            ---------                                      ------------

              2002                                         $    38,461
              2003                                              38,461
              2004                                              38,461
              2005                                              32,051
                                                            ----------

                                                               147,434
          Less amount representing interest                     32,599
                                                            ----------

                                                               114,835
          Less current portion                                  22,606
                                                            ----------

              Long-term portion                             $   92,229
                                                            ==========

     Interest expense related to capital lease obligations for the years ended
     March 31, 2001 and 2000 was $21,400 and $4,390, respectively.

                                      F-24
<PAGE>

                                                     NEW CENTURY COMPANIES, INC.
                                                    (formerly NUMEX CORPORATION)
                                                                AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                  March 31, 2001

================================================================================

NOTE 5 - COMMITMENTS AND CONTINGENCIES (Continued)

     Litigation
     ----------
     The Company is subject to various lawsuits and claims arising out of the
     normal course of its business. In the opinion of management, the ultimate
     liability to the Company as a result of any legal proceedings will not
     materially effect the financial position of the Company.

NOTE 6 - STOCKHOLDERS' DEFICIT

     Increase in Authorized Shares
     -----------------------------
     On April 6, 2000, the Company's Board of Directors adopted and consenting
     stockholders approved an increase in the authorized shares of preferred
     stock from 10,000,000 to 15,000,000 and an increase in the authorized
     shares of common stock from 20,000,000 to 50,000,000. These additional
     shares may be used in the future for various reasons, including, but not
     limited to, declaring stock splits; raising additional capital; providing
     equity incentives to employees, officers, or directors; establishing
     strategic relationships with other companies; and expanding the Company's
     business or product lines through the acquisition of other businesses or
     products.

     Preferred Stock
     ---------------
     During April 2000, the Company completed a private placement of 144,000
     shares of the Company's 5% Cumulative, Convertible Series B preferred stock
     (the "Series B"). The Series B shares have a cumulative dividend of $1.25
     per share on a semi-annual basis, are convertible into 16.667 shares of the
     Company's common stock, and have no voting rights. The Series B shares were
     issued at a discount, and the Company has recognized a deemed dividend of
     $1,728,107 in connection with the private placement. Cumulative dividends
     in arrears were $321,998 at March 31 2001.

     Common Stock
     ------------
     On April 12, 1999, the Company issued 3,046,875 shares of its common stock
     to acquire all of the outstanding shares of JSA.. Prior to the merger, JSA
     acquired its majority owned subsidiary, JSA Communications, LLC, and
     recognized goodwill of $437,894, which is amortized over a five-year
     period. In connection with the merger, the Company issued 156,250 shares of
     its common stock for professional services rendered. As such, the Company
     recognized a professional expense of $385,937.

                                      F-25
<PAGE>

                                                     NEW CENTURY COMPANIES, INC.
                                                    (formerly NUMEX CORPORATION)
                                                                AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                  March 31, 2001

================================================================================

NOTE 6 - STOCKHOLDERS' DEFICIT (Continued)

     Common Stock (Continued)
     ------------
     During September 1999, the Company entered into a purchase agreement,
     whereby the Company received cash proceeds of $100,000 and a subscription
     receivable of $87,500 for 250,000 shares of the Company's common stock.

     During the year ended March 31, 2000, the Company entered into an agreement
     with a member of the Board of Directors, whereby the Company received
     services for a period not less than six months in exchange for a monthly
     fee of 15,000 shares of the Company's common stock. A total of 105,000
     shares of common stock were issued to him during the year ended March 31,
     2001.

     On December 5, 2000, the Company issued 672,000 shares of its common stock
     to a financial consulting company as a commencement bonus for services to
     be rendered in the following six months. The shares were non-refundable,
     non-apportionable, and were not a prepayment for future services. As such,
     the Company recognized a professional expense of $618,240.

     During the year ended March 31, 2001, various preferred stockholders
     converted their preferred shares into 245,004 shares of the Company's
     common stock.

     Issuance of Common Stock of Subsidiary
     --------------------------------------
     During the year ended March 31, 2000, the Company created its majority
     owned subsidiary IMCC. In connection with the formation of the subsidiary,
     IMCC issued 71 shares of common stock and warrants to purchase 211 shares
     of common stock for professional services rendered. As such, IMCC
     recognized $64,834 in non-employee compensation expense. The IMCC warrants
     issued have exercise prices ranging from $732 to $15,625, expire in four
     years from the date of grant, and vested immediately.

     In addition, IMCC issued 326 shares of common stock through a purchase
     agreement and raised $2,600,000 in total proceeds. As such, the Company
     recognized $1,601,529 as an equity transaction for its proportionate share
     of IMCC's additional equity. In connection with the purchase agreement, the
     Company granted non-statutory stock options ("NSSOs") to purchase an
     aggregate of 1,733,332 shares of common stock to the investors. See
     discussion of "Stock Options" below. This increase in IMCC's equity was not
     the result of any operations, and if IMCC is unable to achieve or maintain
     profitability, the value of the Company's investment will likely decline.

                                      F-26
<PAGE>

                                                     NEW CENTURY COMPANIES, INC.
                                                    (formerly NUMEX CORPORATION)
                                                                AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                  March 31, 2001

================================================================================

NOTE 6 - STOCKHOLDERS' DEFICIT (Continued)

     Stock Options
     -------------
     Under the terms of the Company's Incentive Stock Option Plan ("ISOP"),
     options to purchase 1,000,000 shares of common stock may be issued to all
     key employees who are eligible to receive non-assignable and non-
     transferable options to purchase shares. 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. The options granted generally vest evenly over a one-year
     period, beginning from the date of grant. During the year ended March 31,
     2001, the Company granted 2,417,500 stock options under the Company's ISOP.

     Effective April 6, 2000, the Board of Directors adopted the 2000 Stock
     Option Plan (the "2000 Plan"). The maximum number of shares which may be
     awarded under the 2000 Plan may not exceed 5,000,000 shares of common
     stock. 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. The Board of
     Directors or the Committee appointed by the Board of Directors determine
     the vesting schedule for any option granted under the Plan. The vesting
     schedule is set forth in each specific option agreement. The options
     granted under the 2000 Plan generally become 100% exercisable upon grant.
     During the year ended March 31, 2001, the Company granted 2,417,500 stock
     options under the 2000 Plan.

     During the year ended March 31, 2000, the Company granted NSSOs to purchase
     an aggregate of 1,350,000 shares of common stock to three non-employees for
     services rendered. During the year ended March 31, 2001, the Company
     granted NSSOs to purchase an aggregate of 1,733,332 shares of common stock
     to investors. These options are non-assignable and non-transferable, are
     exercisable over a five-year period from the date of grant, and vested on
     the date of grant.

                                      F-27
<PAGE>

                                                     NEW CENTURY COMPANIES, INC.
                                                    (formerly NUMEX CORPORATION)
                                                                AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                  March 31, 2001

================================================================================

NOTE 6 - STOCKHOLDERS' DEFICIT (Continued)

     Stock Options (Continued)
     -------------
     The following table summarizes all of the Company's stock option
     transactions:

<TABLE>
<CAPTION>
                                                    ISOP and the 2000 Plan                      NSSO
                                                --------------------------------  ---------------------------------
                                                                    Weighted-                         Weighted-
                                                                     Average                           Average
                                                Stock Options       Exercise       Stock Options       Exercise
                                                 Outstanding          Price         Outstanding         Price
                                               ---------------   ---------------  ---------------   ---------------
                  <S>                          <C>               <C>              <C>               <C>
               Balance, March 31, 1999                 450,000   $          0.50          185,000   $          0.84
                  Granted                                    -   $             -        1,350,000   $          0.95
                  Exercised                           (400,000)  $          0.50          (70,000)  $          0.99
                                               ---------------                    ---------------

               Balance, March 31, 2000                  50,000   $          0.50        1,465,000   $          0.96
                  Granted                            2,417,500   $          1.14        1,733,332   $          1.00
                  Canceled                            (220,000)  $          0.98                -   $             -
                  Expired                                    -   $             -          (30,000)  $          1.25
                                               ---------------                    ---------------

               Balance, March 31, 2001               2,247,500   $          1.14        3,168,332   $          0.98
                                               ===============                    ===============

               Exercisable, March 31, 2001           2,247,500   $          1.14        3,168,332   $          0.98
                                               ===============                    ===============
</TABLE>

                                      F-28
<PAGE>

                                                     NEW CENTURY COMPANIES, INC.
                                                    (formerly NUMEX CORPORATION)
                                                                AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                  March 31, 2001

================================================================================


NOTE 6 - STOCKHOLDERS' DEFICIT (Continued)

         Stock Options (Continued)
         -------------
         The weighted-average remaining contractual life of the options
         outstanding at March 31, 2001 was four years. The exercise prices of
         the options outstanding at March 31, 2001 ranged from $0.50 to $1.25,
         and information relating to these options is as follows:

<TABLE>
<CAPTION>
                                                                                   Weighted-          Weighted-
                                                                   Weighted-        Average            Average
                                                                    Average        Exercise            Exercise
              Range of            Stock             Stock          Remaining       Price of            Price of
              Exercise           Options           Options        Contractual       Options            Options
               Prices          Outstanding       Exercisable          Life        Outstanding        Exercisable
         ------------------  ---------------   ---------------  ----------------  -----------      ----------------
         <S>                 <C>               <C>              <C>               <C>              <C>

         $             0.50           50,000            50,000        6.72 years  $      0.50      $           0.50
         $             0.66           50,000            50,000        4.42 years  $      0.66      $           0.66
         $             0.75          250,000           250,000        3.52 years  $      0.75      $           0.75
         $             0.98          647,500           647,500        4.12 years  $      0.98      $           0.98
         $             1.00        2,918,332         2,918,332        3.88 years  $      1.00      $           1.00
         $             1.25        1,500,000         1,500,000        4.12 years  $      1.25      $           1.25
                             ---------------   ---------------

                                   5,415,832         5,415,832
                             ===============   ===============
</TABLE>

         All stock options issued to employees have an exercise price not less
         than the fair market value of the Company's common stock on the date of
         the grant. In accordance with accounting for such options utilizing the
         intrinsic value method, there is no related compensation expense
         recorded in the Company's consolidated financial statements. If the
         Company had elected to recognize compensation expense based upon the
         fair value at the grant date for awards under this plan consistent with
         the methodology prescribed by SFAS No. 123, the Company's net loss and
         loss per share would be reduced to the pro forma amounts indicated
         below for the years ended March 31, 2001 and 2000:

<TABLE>
<CAPTION>
                                                                                      2001               2000
                                                                                ---------------    ----------------
                  <S>                                                          <C>                 <C>
                  Net loss available to common stockholders
                      As reported                                               $    (3,113,305)   $     (7,500,909)
                      Pro forma                                                 $    (4,304,579)   $     (7,500,909)
                  Basic and diluted loss per common share
                      As reported                                               $         (0.19)   $          (0.50)
                      Pro forma                                                 $         (0.26)   $          (0.50)
</TABLE>

                                      F-29
<PAGE>

                                                     NEW CENTURY COMPANIES, INC.
                                                    (formerly NUMEX CORPORATION)
                                                                AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                  March 31, 2001

================================================================================


NOTE 6 - STOCKHOLDERS' DEFICIT (Continued)

         Stock Options (Continued)
         -------------
         The fair value of options granted is estimated on the date of grant
         utilizing the Black-Scholes option-pricing model with the following
         weighted-average assumptions for the years ended March 31, 2001 and
         2000: dividend yields of 0% and 0%, respectively; expected volatility
         of 100% and 27%, respectively; risk-free interest rates of 6.3% and 5%,
         respectively; and expected lives of two and one year, respectively. The
         weighted-average fair value on the date of grant for options granted
         during the year ended March 31, 2001 was $0.50 per option.


NOTE 7 - INCOME TAXES

         The following table presents the current and deferred income tax
         provision for federal and state income taxes for the years ended March
         31, 2001 and 2000:

                                              2001               2000
                                        ---------------    ----------------
                  Current
                      Federal           $             -    $              -
                      State                           -                   -
                                        ---------------    ----------------

                                                      -                   -
                                        ---------------    ----------------

                  Deferred
                      Federal                 1,951,000           1,761,934
                      State                     273,200             502,100
                                        ---------------    ----------------

                                              2,224,200           2,264,034
                                        ---------------    ----------------

                  Valuation allowance        (2,224,200)         (2,264,034)
                                        ---------------    ----------------

                           Total        $             -    $              -
                                        ===============    ================

                                      F-30

<PAGE>

                                                     NEW CENTURY COMPANIES, INC.
                                                    (formerly NUMEX CORPORATION)
                                                                AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                  March 31, 2001

================================================================================


NOTE 7 - INCOME TAXES (Continued)

         The tax effects of temporary differences which give rise to the
         deferred tax provision (benefit) for the years ended March 31, 2001 and
         2000 consisted of the following:

<TABLE>
<CAPTION>
                                                                                      2001               2000
                                                                                ---------------    ----------------
                  <S>                                                          <C>                 <C>

                  Federal statutory rate                                                  (34.0)%             (34.0)%
                  State taxes, net of federal benefit                                      (6.0)               (6.0)
                  Effective net operating loss carryforward                                   -                40.0
                  Preferred dividend                                                        4.0                 .10
                  Valuation allowance                                                      36.0                 .30
                                                                                ---------------    ----------------

                      Total                                                                   - %                 - %
                                                                                ===============    ================
</TABLE>

         The components of the deferred income tax assets (liabilities) for the
         year ended March 31, 2001 was as follows:

<TABLE>
<CAPTION>
                                                                                     2001              2000
                                                                                ---------------    ---------------
                 <S>                                                            <C>                <C>

                  Allowance for uncollectible note receivable                   $       123,000    $             -
                  Net operating loss carryforwards                                    8,297,834          2,264,034
                  Other                                                                  67,300                  -
                                                                                ---------------    ---------------

                                                                                      6,454,634          2,264,034
                  Valuation allowance                                                (6,454,634)        (2,264,034)
                                                                                ---------------    ---------------

                      Total                                                     $             -    $             -
                                                                                ===============    ===============
</TABLE>

         As of March 31, 2001, the Company had net operating loss carryforwards
         for federal and state income tax purposes of approximately $5,294,000
         and $2,646,000, respectively. The net operating loss carryforwards
         begin expiring in 2020 and 2005, respectively. The utilization of net
         operating loss carryforwards may be limited due to the ownership change
         under the provisions of Internal Revenue Code Section 382 and similar
         state provisions.


NOTE 8 - RELATED PARTY TRANSACTIONS

         The Company received an $87,500 subscription receivable from a member
         of the Board of Directors in exchange for shares of the Company's
         common stock. The receivable bears interest at an annual rate of 6%.
         Principal and any unpaid interest due on October 6, 2001.

                                      F-31
<PAGE>

                                                     NEW CENTURY COMPANIES, INC.
                                                    (formerly NUMEX CORPORATION)
                                                                AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                  March 31, 2001

================================================================================


NOTE 9 - SUBSEQUENT EVENTS

         Merger
         ------
         On May 25, 2001, the Company entered in to a merger agreement (the
         "Agreement") in which the Company was merged with Remanufacturing. At
         the time of the merger, the authorized capital of Remanufacturing
         consisted of 1,000,000 shares of capital stock, $1 par value per share,
         of which 18,000 shares were issued and outstanding.

         In accordance with the terms of the Agreement, the following
         conversions occurred:

         .    Each issued and outstanding share of common stock of the Company's
              Newly formed wholly owned subsidiary were converted into one share
              of Remanufacturing's common stock.

         .    Each Remanufacturing share converted into shares of the Company's
              common stock, par value $0.10 per share (the "Company Shares"), at
              the rate of 833.3333 Company Share for each Remanufacturing
              amounting to an aggregate 15,000,000 Company Shares.

         In accordance to the terms of the Agreement, the Company will issue the
         following shares to indicated parties:

         .    2,505,714 Company shares to the former president of JSA in
              satisfaction of accrued salaries and bonuses, including shares
              issuable under compensation agreement.

         .    542,143 Company shares to the former Chief Financial Officer of
              the Company for accrued salaries and bonuses, including shares
              issuable under compensation agreement.

         .    up to 4,900,000 Company shares to the Company's two secured
              creditors in satisfaction of outstanding secured notes payable and
              accrued interest

         .    up to 800,000 Company shares to various other creditors for
              conversion of outstanding liabilities

     .   The Company expects that substantially no assets or liabilities of the
         Company will remain prior to the merger with Remanufacturing. The
         unaudited pro-forma capital structure of the Company immediately prior
         to the merger with Remanufacturing as if the transaction had occurred
         on March 31, 2001 is as follows:

<TABLE>
<CAPTION>
<S>                                                                           <C>
Stockholders' deficit
     Cumulative, convertible Series B preferred stock, $1 par value
          15,000,000 shares authorized                                        $    100,900
          100,900 shares issued and outstanding
     Common stock, $0.10 par value
          50,000,000 shares authorized
          25,859,418 shares issued and
          25,781,909 shares outstanding                                          2,578,191
     Treasury stock, at cost; 77,509 shares held                                    (7,750)
     Subscription receivable                                                       (87,500)
     Additional paid-in capital                                                 12,995,265
     Accumulated deficit                                                       (15,593,614)
                                                                              ------------
          Total stockholders' deficit                                         $    (14,508)
                                                                              ------------
                                                                              ------------
</TABLE>


                                      F-32
<PAGE>

                                                     NEW CENTURY COMPANIES, INC.
                                                    (formerly NUMEX CORPORATION)
                                                                AND SUBSIDIARIES
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                  March 31, 2001

================================================================================


NOTE 9 - SUBSEQUENT EVENTS (Continued)

         Merger (Continued)
         ------

         Promissory Notes
         ----------------

         In addition, the Company will issue up to 4,500,000 Company shares to
         various parties in connection with the issuance of promissory notes
         payable, raising an aggregate amount of $1,125,000. The notes bear
         interest at 6% per annum. Based on the terms of the promissory notes,
         principal and accrued interest are payable in May 2002 with an option
         to extend the due date for one year in return for providing additional
         consideration.

         Consultant Fees
         ---------------

         1,100,000 shares of common stock were issued to a consultant for
         services rendered in connection with the transaction.

                                     F-33