UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-KSB/A
                                 Amendment  No. 1


(Mark One)

[X]     ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
        OF 1934

                   For the fiscal year ended December 31, 2004

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

                   For the transition period from             to
                                                  -----------     -------------

                        Commission file number 000-28813

                            NEW CENTURY ENERGY CORP.
         ---------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

               COLORADO                                  93-1192725
  (State or other jurisdiction of           (IRS Employer Identification No.)
   incorporation or organization)

                5851 San Felipe, Suite 775, Houston Texas 77057
                -------------------------------------------------
                    (Address of principal executive offices)

                                 (713) 266-4344
                         -------------------------------
                         (Registrant's telephone number)

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

                                      NONE

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

                    COMMON STOCK, $.001 PAR VALUE PER SHARE

     Check whether the registrant (1) has 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  the  past 90 days.
Yes [X] No [ ]

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

<PAGE>

     The  issuer's  revenues for the most recent fiscal year ended December 31,
2004  were  $2,105,581.

     The  aggregate  market  value of the issuer's voting and non-voting common
equity  held  by non-affiliates computed by reference to the average bid and ask
price of such common equity as of March 22, 2005, was approximately $14,960,765.

     As  of  March,  22  2005, the issuer had 47,962,074 shares of common stock,
$.001  par  value  per  share  outstanding  ("Common  Stock"), which  does  not
include 314,415 shares of the  issuer's  Common  Stock, which  the  issuer  has
agreed  to issue, but which as of the date of this Report have not been  issued
(see, Item 5. Market for Common Equity and Related Stockholder Matters).

                    Documents Incorporated by Reference: NONE

          Transitional Small Business Disclosure Format: Yes [ ] No [X]


     This  Amended  Report  on  Form  10-KSB  is  being  filed  to  revise  the
Registrant's  disclosure under the Section entitled "Controls and Procedures" to
clarify that that the Registrant's controls and procedures were not effective as
of  the  end  of  the  period  covered  by  this  report, to correct Mr. Mason's
ownership  of  stock options, to update the Registrant's legal proceedings as of
the  filing  of this Report, to clarify the Registrant's voting control over its
wholly-owed  subsidiary  ERC Solutions, Inc. The Registrant has also revised its
balance  sheet,  statement  of  operations,  statement  of stockholders' equity,
statement  of  cash flows, and summary of accounting policies in connection with
its  audited  financial  statements  as of December 31, 2004 and the years ended
December  31, 2004 and 2003. Additionally, the Registrant added Note 5 regarding
the  Registrant's asset retirement obligation, Note 9 regarding the Registrant's
benefit  plans  and  Note  11  regarding  the  restatement  of  the Registrant's
financial  statements,  and  revised Note 1 and Note 10 of the December 31, 2004
financial statements. The Registrant has also made revisions to its Management's
Discussion  and  Analysis  (Item  6)  relating  to  the specific sections titled
"Comparison  of  Operating  Results"  and  "Liquidity and Capital Resources," in
connection  with  such  changes  to  the  audited  December  31,  2004 financial
statements.  All  other  sections  of this Amended Report on Form 10-KSB, unless
otherwise stated, remain the same as originally filed by the Registrant on March
31,  2005,  and investors should review the Registrant's most recent filings for
updated information on the operations and financial condition of the Registrant.


<PAGE>

                            NEW CENTURY ENERGY CORP.
                                   FORM 10-KSB
                          YEAR ENDED December 31, 2004
                                      INDEX

                                     Part I

    Item 1.             Description of Business                         3

    Item 2.             Description of Property                         8

    Item 3.             Legal Proceedings                              19

    Item 4.             Submission of Matters to a Vote of             20
                        Security Holders


                                     Part II

    Item 5.             Market for Common Equity and Related           20
                        Stockholder Matters

    Item 6.             Management's Discussion and Analysis or        22
                        Plan of Operation

    Item 7.             Financial Statements                           31

    Item 8.             Changes in and Disagreements with              43
                        Accountants on Accounting and Financial
                        Disclosure
    Item 8A.            Controls and Procedures                        43

    Item 8B.            Other Information                              44


                                    Part III

    Item 9.             Directors, Executive Officers, Promoters       44
                        and Control Persons; Compliance with
                        Section 16(a) of the Exchange Act

    Item 10.            Executive Compensation                         45

    Item 11.            Security Ownership of Certain Beneficial       46
                        Owners and Management and Related Stockholder
                        Matters

    Item 12.            Certain Relationships and Related              46
                        Transactions

    Item 13.            Exhibits and Reports on Form 8-K               47

                        (a)   Exhibits                                 47

                        (b)   Reports on Form 8-K                      48

    Item 14.            Principal Accountant Fees and Services         49

                                        2

<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     Certain  statements  in  this  Annual  Report on Form 10-KSB (this "Form 10
KSB"),  including  statements under "Item 1. Description of Business," and "Item
6.  Management's  Discussion  and   Analysis",   constitute   "forward   looking
statements"  within the meaning of Section 27A of the Securities Act of 1934, as
amended, and the Private Securities Litigation Reform Act of 1995 (collectively,
the  "Reform  Act").  Certain,  but not necessarily all, of such forward-looking
statements  can  be identified by the use of forward-looking terminology such as
"believes",  "expects",  "may",  "should",  or  "anticipates",  or  the negative
thereof or other variations thereon or comparable terminology, or by discussions
of  strategy  that  involve  risks  and  uncertainties.   Such   forward-looking
statements  involve  known  and  unknown  risks, uncertainties and other factors
which  may  cause the actual results, performance or achievements of New Century
Energy  Corp.  ("New  Century",  "the  Company",  "we",  "us"  or  "our")  to be
materially  different  from  any  future  results,  performance  or achievements
expressed or implied by such forward-looking statements. References in this Form
10-KSB,  unless  another  date  is  stated,  are  to  December  31,  2004.


     Information regarding certain technical oil and gas exploration terms which
are used throughout  this Form 10-KSB/A can be found on in the  "Glossary of Oil
and  Gas  Terms,"  incorporated by reference into this  Form  10-KSB/A  as
exhibit  99.1.


     New  Century  Energy  Corp.  is  a  Colorado  corporation,  organized under
Colorado  Business  Corporation  Law  ("CBCL")  engaged   in  the   acquisition,
development,  operation and exploration of oil and natural gas properties in the
Gulf  Coast  region  of  the  United  States,  primarily in Texas. Our corporate
headquarters are located at 5851 San Felipe Suite 775, Houston, Texas 77057, and
our  phone  number  is  713-266-4344.

BUSINESS DEVELOPMENT

     New  Century  Energy Corp. (the "Company"), was incorporated in Colorado on
April  18,  1997 as "Perfection Development Corporation." On September 29, 1998,
the  Company entered into an agreement pursuant to which it would acquire all of
the  outstanding  capital  stock  of   Vertica  Software,  Inc.,  a   California
corporation  ("Vertica  California").  On  December 31, 1998, Vertica California
merged  with  and into the Company. The Company was the surviving corporation in
the  merger  and  the separate corporate existence of Vertica California ceased.
Concurrently  with  the  merger,  the  Company  changed its name from Perfection
Development  Corporation  to  Vertica  Software,  Inc.  ("Vertica").

                                        3

<PAGE>

     On  January  28,  2004,  the  Company  filed  articles  of amendment to the
Company's  articles  of  incorporation  to  authorize  5,000 shares of  Series A
Convertible  Preferred  Stock.  On  June 30, 2004, the Company filed articles of
amendment  to  the  Company's  articles  of  incorporation to amend the Series A
Convertible  Preferred  Stock  ("Series  A")  designation   and   to   authorize
2,000,000  shares  of  Series B Convertible Preferred Stock  ("Series B").  Each
share  of Series A Preferred Stock is able to vote an amount equal to 300 shares
of  Common Stock. All shares of preferred stock rank prior to all other stock of
the  Company,  as  to  payments of dividends and to distributions of assets upon
liquidation,  dissolution or winding up of the Corporation, whether voluntary or
involuntary.  Each  share  of Series B Preferred Stock is able to vote an amount
equal  to  2,958  shares of Common Stock. Each share of Series A Preferred Stock
can  be converted into 300 shares of the Company's Common Stock at the option of
the holder, provided that there are a sufficient number of shares authorized but
unissued and unreserved. Each share of Series B Preferred Stock can be converted
into  98.6  shares  of  the  Company's Common Stock at the option of the holder,
provided  that  there  are a sufficient number of shares authorized but unissued
and  unreserved.  As  of  the  date of the filing of this report there are 5,000
shares  of  Series  A  Preferred  Stock  outstanding  and  no shares of Series B
Preferred  Stock  outstanding.

     On  September  30,  2004,  the  Company  acquired  100%  of  the issued and
outstanding  common  stock  of  Century  Resources, Inc., a Delaware Corporation
("Century"),  which was originally established for the acquisition, development,
production,  exploration  for,  and the sale of oil and natural gas in Texas, in
exchange  for 37,500,000 newly issued post 100:1 reverse split (described below)
shares  of  the  Company's  Common  Stock,  pursuant to an Agreement and Plan of
Reorganization  whereby  Century became a wholly-owned subsidiary of the Company
(the  "Exchange").  Also  on  September  30,  2004, the Company affected a 100:1
reverse  stock split.  Unless otherwise stated, all share amounts in this annual
report  on  Form  10-KSB  are  provided  in  post-split  shares.

     In  connection  with the Exchange the Company agreed to transfer all rights
to  the  existing  installation  of  hardware  and  software  used  to  develop
intellectual  property,  all  trademarks,  copyrights  and  marketing  materials
developed  for  sales  and  distribution  of  such  products  relating  to
Internet/Intranet  software  products  and services and an Internet web site for
the  hazardous material to the Company's wholly owned subsidiary, ERC Solutions,
Inc.,  a Delaware corporation ("ERC"), and changed its business focus to oil and
gas  exploration and production. On October 26, 2004, in connection with its new
business  focus,  the  Company  filed  Articles  of  Amendment with the Colorado
Secretary  of  State,  to  change  its  name  to   "New  Century  Energy  Corp."
which became effective on November 1, 2004.

     In  November  2004,  the  Company  filed a Certificate of Correction to the
Company's  previously  filed  Articles  of  Amendment,  to correct the number of
shares  the  Company is authorized to issue. As a result of this correction, the
total  number  of  authorized  shares  of  the Company are 120,000,000, of which
100,000,000  are  Common  Stock,  par value $0.001 per share, and 20,000,000 are
Preferred  Stock,  $0.001  per  share  ("Preferred  Stock").

                                        4

<PAGE>

DESCRIPTION  OF  THE  COMPANY'S  FORMER  BUSINESS  FOCUS

     Prior  to  the  Exchange, discussed above, the Company's main focus was the
development  of Internet/Intranet software products and services and an Internet
web  site  for  the  hazardous  material  and  environmental  industries.

     The  Company's  website  ErcSolutions.net  (formerly  hazweb.com)  provides
regulatory  compliance solutions and Web enabling technologies for the hazardous
materials  and hazardous waste industries. The Company targets a wide variety of
companies  and  organizations  with its products, including oil & gas, chemical,
petrochemical,  hazardous  waste,  transportation  and governmental agencies and
municipal  bodies. ErcSolutions.net was designed to serve needs of companies and
individuals  that  produce,  use  process,  transport or dispose of all types of
hazardous  materials.  The  site  provides  news,  information  and  application
services  that  help  address  the  environmental concerns of hazardous material
professionals.

     While  the Company currently still operates the hazardous material internet
site  described above through its wholly owned subsidiary ERC Solutions, Inc., a
Delaware  corporation,  the  Company's  main  business  focus  is  oil  and  gas
exploration  and production, which is discussed below. The Company currently has
plans  to  spin-off  all  the  shares  of ERC Solutions, Inc. ("ERC"), which the
Company  currently  holds,  to  shareholders  of the Company. The result of this
spin-off  will  be  that  ERC  will  become  a  distinct  stand  alone  company.

DESCRIPTION  OF THE  COMPANY'S  CURRENT  BUSINESS  FOCUS

     Since  the date of the Exchange (defined above), the Company has focused on
oil and gas exploration and production, and the discussion found below describes
those  activities.

BUSINESS  STRATEGY

     As  part of our corporate strategy, we believe in the following fundamental
principles:

     1.   remain  focused  in  the  Texas  Gulf  Coast  region;
     2.   acquire  properties  where  we believe additional value can be created
          through  a  combination  of exploitation, development, exploration and
          marketing;
     3.   acquire  properties  that  give  us  a  majority  working interest and
          operational  control  or where we believe we can ultimately obtain it;
     4.   maximize  the  value  of  our  properties by increasing production and
          reserves  while  reducing  cost;  and
     5.   maintain  a  highly  experienced  team  of  operations and exploration
          consultants  using  state  of  the  art  technology.

                                        5

<PAGE>

                    JOINT VENTURES, AGREEMENTS AND RECENT EVENTS
                   ----------------------------------------------

     To  conserve the Company's capital requirements, the Company has made deals
with other oil and gas companies and other industry investors who are willing to
participate  in  the  Company's  exploration and production activities.

VIKING AGREEMENT:

     In  October 2003, the Company executed a Right of First Refusal-Exploration
Agreement  ("Exploration  Agreement")  with Viking International Petroleum, LLC.
("Viking"). Viking holds a license to 118 square miles of 3D data in Wharton and
Jackson counties, Texas. Under the Exploration Agreement, Viking will present to
the  Company  drillable,  seismically defined prospects, which the Company shall
lease  and  either  drill  for  its own account or promote to industry partners.
Initially,  the  Viking  agreement  included  5 prospects, but it has since been
expanded  to  include  approximately  25  separate  prospects.

     The  Company  has acquired its first two oil and gas leases relating to the
Exploration  Agreement.  Both  leases  are paid up leases. The first prospect is
identified  as  Prospect  P-105  and the lease dated October 29, 2004, covers 90
acres  in  the I&G.N.R.R. Co. Survey No.2, Block No.2 Abstract 188 ,  in Jackson
County,  Texas.  The  lease  term  is two years and expires on October 29, 2006.
The  second  prospect is identified as Prospect P-7 and the lease dated December
10,  2004,  covers 174.66 acres in the I&G.N.R.R. Co. Survey, Section 9 Abstract
No.  178  in Jackson County, Texas.   The lease term is two years and expires on
December  10,  2006.

     The  Company  expects to acquire additional acreage in 2005 relating to the
Exploration  Agreement and expects to commence drilling operations on certain of
the  leases  and  prospects  in  2005,  of  which  there  can  be  no assurance.

     To  minimize  leasing  costs  relating  to  the ongoing oil and gas leasing
program  in  Wharton  and  Jackson  County,  Texas,  relating to the Exploration
Agreement,  on  October 27, 2004, an agreement was signed with Lone Star Natural
Resources,  LLC.  ("Lone  Star").  Under  the  Loan  Star  agreement,  Lone Star
committed  to  provide  all land, leasing and title services to put together the
necessary  acreage  for  certain  undrilled  3D prospects in Wharton and Jackson
County,  Texas.  Lone  Star  will  be compensated for services in the form of an
overriding  royalty  on  each  oil  and  gas  lease  acquired.  The  Company  is
responsible  for  funding any lease bonus to be paid for each lease. The Company
believes  that  this  arrangement will help the Company limit landsman and title
expenses relating to acquiring leases on the various tracts. Offers have already
been  made  to  mineral owners on various tracts, and the first leases have been
acquired  in  Jackson  County  on two separate prospects. The Company expects to
lease  up  to  10  separate  prospects  for  drilling  throughout 2005 and 2006.

BROOKSHIRE DOME FIELD AREA:

     The  Company  has  an ongoing oil and gas leasing program in Waller County,
Texas  in the area of the Brookshire Dome Field. The Company has acquired 26 new
leases  in  Waller County where exploration and development drilling is planned.
The  Company expects the first well to be drilled in the second quarter of 2005,
prior to the expiration date of three leases on July 1, 2005, of which there can
be no assurance. The earliest lease expiration date is July 1, 2005 with most of
the remaining leases  expiring on September 5, 2005. These leases are subject to
the  provisions  of  an agreement with Aquatic Cellulose International Corp., as
described  below.

                                        6

<PAGE>

JOINT  VENTURE  WITH  AQUATIC  CELLULOSE  INTERNATIONAL  CORPORATION:

     To  conserve the Company's capital requirements, the Company has made deals
with other oil and gas companies and other industry investors who are willing to
participate  in  the  Company's  exploration and production activities. In March
2004,  the  Company entered into an Exploration Agreement with Aquatic Cellulose
International  Corporation,  a  Nevada  corporation  ("Aquatic" and the "Aquatic
Agreement") which is publicly traded. Under Section II of the Aquatic Agreement,
Aquatic  had  an  exclusive,  non-transferable  right, but not the obligation to
participate  with  the  Company  in  various  drilling  and property acquisition
projects  without  limitation. The Aquatic Agreement was subsequently amended by
the  First  Amendment  of  Purchase and Sale & Exploration Agreement on March 7,
2005,  which  had  an  effective  date of January 1, 2005 (the "Amendment"). The
Amendment  gives  Aquatic  an  exclusive,  non-transferable  right,  but not the
obligation  to  participate with the Company in the first two drilling prospects
developed  under  the  Exploration  Agreement with Viking in Wharton and Jackson
County,  Texas,  by  acquiring  up  to  a  75%  interest in these two prospects.
Additionally,  pursuant to the Amendment, Aquatic, at its option may participate
up  to  a  50% working interest in drilling of the initial test well proposed by
the  Company  on the 25 acre Isaac Holiday tract in the William Cooper Survey in
the  Brookshire Dome field area, described in more detail below. If Aquatic does
not elect to participate in the initial test well on this tract, it will forfeit
the  right  to  participate in any subsequent wells on this tract. Additionally,
under  the  original  Aquatic Agreement, Aquatic was grated the option to extend
its  participation  for  successive one year periods. The Amendment removed this
provision  and  the  Aquatic  Agreement  will  now  expire on December 31, 2005,
without  further  obligation  on  the part of the Company or Aquatic, except for
those obligations arising from any work in progress. Additionally, the Amendment
changed the original Aquatic Agreement to allow the Company to receive shares in
Aquatic, instead of the Company's Chief Executive Officer, as was provided under
the  original  Aquatic  Agreement, and to reduce the Company's shares in Aquatic
from  15% under the original Aquatic Agreement to 7.5% under the Amendment, upon
its  reorganization  and  re-capitalization.

     Additionally,  under the Aquatic Agreement, Aquatic purchased a 20% working
interest  and  16% net revenue interest in the Hamill Lease in the South Sargent
Field,  described  below,  effective  March  1,  2004.

     Upon  the  successful completion of any new wells which the Company decides
to  drill  in  2005,  of  which  there can be no assurance, the Company hopes to
purchase  surface  production equipment, down hole pumps and any other necessary
equipment  to produce and market the oil and gas produced. The Company will also
be seeking new acquisitions of proven producing oil and gas reserves in 2005, of
which  there  can  be  no  assurances.

     On  March  10,  2005, the Company entered into an agreement with its wholly
owned  subsidiary,  ERC Solutions, Inc. ("ERC"), pursuant to which ERC agreed to
assume  all  liabilities of the Company which the Company had at the time of the
closing  of  the  Exchange,  and any other liabilities which are incurred by the
Company  in  connection  with  the  business  of  ERC.

                                        7

<PAGE>

RESEARCH  AND  DEVELOPMENT

     The  Company  currently  owns licenses to 3-D seismic surveys and data over
the  South  Sargent  Field,  Prado Field and a small portion of San Miguel Creek
Field,  which  it  plans to continue reprocessing and interpretation efforts on.

EMPLOYEES

     We  have  Five  (5)  contract  employees, all of whom are employed in field
operations.  We  also have two (2) full time employees who work for the Company.

ITEM  2.  DESCRIPTION  OF  PROPERTY

OFFICE  SPACE

     The  Company entered into an amended lease with Essex Tanglewood Investors,
L.P.,  a Texas limited partnership, in connection with its office space lease at
5851  San  Felipe, Houston, Texas, on February 14, 2004 (the "Lease"). The Lease
term  was  for a period of Thirty-Nine (39) months from March 1, 2004 to May 31,
2007.  The  Company rents 1,032 square feet pursuant to the lease for the rental
cost  of  $1,505.00  per  month.

OIL  AND  GAS  PROPERTIES

     The  Company  operates  primarily  in  Texas and operates under the name of
Century  Resources, Inc., a wholly owned subsidiary of the Company. Our Railroad
Commission of Texas Operator number is 141835. Of the properties we operate, our
working  interest ranges from 50% to 100%.  We believe that the concentration of
value  in  a  relatively  small  number  of fields allows us to benefit from any
operating cost reductions or production enhancements we achieve and allows us to
effectively  manage  the  properties  from  our  headquarters  in  Houston.

PRADO FIELD LEASES, JIM HOGG COUNTY, TEXAS.

     In  June  2004,  the  Company acquired leases in the Prado Field comprising
1280  acres  in Jim Hogg County, Texas. The former owner was JMI Energy Inc., of
Houston  Texas  ("JMI"). There are currently 4 active wells on this lease and 20
inactive  well  bores.  In  July 2004, under the terms of the Aquatic Agreement,
Aquatic  exercised  its option to participate for a 50% working interest in this
acquisition  by  purchasing  a  50%  working  interest  from New Century. We are
currently  negotiating  with  the  agents  for  the  mineral  owners, the Kenedy
Memorial Foundation of Corpus Christi Texas, to lease certain additional mineral
acres  in  the area of the Prado Field. Discussions are in progress; however, we
can make no assurances that a deal will be reached on favorable terms if at all.

     The field was originally discovered in 1956 by Gorman-Gierhart-Howe ("GGH")
with  the  S.K.  East Well No. 1, which produced from the Jackson Age Prado Loma
Novia  ("PLN")  reservoir at a depth of 3,700 feet. Railroad Commission of Texas
production  records  indicate  that  the PLN reservoir produced in excess of 1.5
million  barrels  of  oil  from  approximately  25  wells.

     In  1960  GGH sold the field to Prado Oil and Gas ("POG") and POG developed
the next shallower Jackson sand the Middle Loma Novia ("MLN") at 3,600 feet. POG
drilled over 100 wells in this MLN reservoir and made application for a pressure
maintenance  program.

                                        8

<PAGE>

     In 1965 POG sold the field to Sohio Petroleum ("Sohio"), which aggressively
produced  the field, expanded the water flooding operations and drilled over 250
wells. In 1975, Sohio prematurely plugged over 1/3 of the producing wells in the
field primarily located in the southern down dip portion. Railroad Commission of
Texas  production  records  indicate  that  the  MLN reservoirs have produced in
excess  of 21 million barrels of oil and 33 BCF of gas. Other shallow reservoirs
(3000 feet to 3700 feet) were produced by Sohio and made an additional 25 BCF of
gas  and  oil.  The  field  was  never  fully  developed  by  Sohio.

     Public  production  records  show  that  nine  oil reservoirs and seven gas
reservoirs  have  produced  in  the  Prado  Field,  all  above  3,800 feet.  Gas
production  peaked  in 1962 at 7 BCF per year.  Oil production peaked in 1967 at
the  amount  of  2.66  million  barrels  per  year.

     In  1992 a new 10 square mile 3-D seismic survey was shot by JMI Energy and
its  partners.  JMI  energy  drilled  5 new wells and performed approximately 11
re-entries  with  the  last drilling and recompletions performed by JMI in 1998.
JMI  installed  a  new  central facility, made two new salt water disposal wells
capable  of handling 6,000 barrels of water per day ("BWPD") and installed a gas
compression station, new flow lines and upgraded the electric grid in the field.
JMI  also  expended  considerable  resources  in  putting together complete well
files,  production  histories  and completed an extensive geological mapping and
interpretation  project over the entire field. JMI abandoned further development
in  the  Prado  Field  after its board of directors decided to sell all of JMI's
extensive  domestic  oil and gas property holdings. JMI was directed to sell off
all  of  its  properties  and  commenced  its  divestment  program  in  2001.

     In  July of 2004, the Company purchased the remaining Prado Field interests
from  JMI.  Currently  the  Company  produces  only  two wells #20 and #701 with
average  daily  production  of approximately 16 barrels of oil per day ("BOPD").

LAND  SUMMARY:

     The  Company  has  1280  acres under lease, all held by production ("HBP").
Including,  all  of Section 87 in the Hooper & Wade Survey and all of Section 88
in  the  Emilio Vizcaya Survey from the surface to the base of the Yegua or 5500
feet  whichever  is  less.  These  leases  have  a  royalty  burden  of  20%.

DEVELOPMENT  POTENTIAL:

     The  Prado  prospect  can  be characterized as an infill drilling and field
extension program. The main field pays are barrier bar/ strand plain combination
stratigraphic  and  structural  traps.  There  are  five  main initiatives under
consideration: the "By-passed Oil play; the "Wedge" up-dip field extension play;
the "Stringer Sand " play; and the "Yegua Play" between 4000 feet and 5000 feet.
Only 14 wells have penetrated these Yegua objectives within the Prado Field area
(nearly  10,000 acres). The Company plans reprocessing of the 10 square mile 3-D
seismic  data  base acquired from JMI Energy. The Company can give no assurances
that  any  oil  or gas will be found in these locations, that if oil is found it
will  be  in  commercial  quantities  or  that  the  Company  will  be  able  to
successfully  extract  any  oil  if  found.

                                        9

<PAGE>

NEW DEVELOPMENTS IN THE PRADO FIELD:

     On February 3, 2005, the Company entered into a Memorandum of Understanding
("MOU")  with Shengkang Energy International, Inc. (now doing business as Strong
Petroleum  Group,  Inc.  a Texas corporation hereinafter "Strong") to invest and
participate  in  the  re-development of the Company's Prado field interests. The
MOU calls for Strong to invest at least $2.0 million in the initial work program
in  2005  and  to  pay  a  signing  bonus  to  the Company and Aquatic Cellulose
International.  Strong  will  pay One Hundred percent (100%) of the initial work
program  expenditures  while  providing  the Company and Aquatic a 12.5% carried
working  interest.  The initial work program to be funded by Strong will include
recompleting  and  equipping  existing inactive wells on the 1280 acre lease; as
well  as  drilling  a  minimum  of  two  new  wells  to 5,500 feet. After Strong
completes  the initial work program in accordance with the terms, provisions and
conditions  of  a  definitive  agreement;  on  a  pro-rata basis the Company and
Aquatic will have a one time option to elect to covert the 12.5% carried working
interest  to  a  33  1/3% cost bearing working interest. The Company and Aquatic
will  reimburse  Strong  for  their pro-rata percentage share of any increase in
ownership  greater  than the 12.5% up to the 33.333% of the initial $2.0 million
expenditures.  For  example,  if  the  Company  elects  to  increase its working
interest  share  by 10%, it will be required to reimburse Strong $200,000, after
which  the  Company's  working  interest  will  increase  from  6.25% to 16.25%.

     The  MOU required that a definitive agreement be executed by the parties on
or  before  March  15,  2005.  On  March  15,  2005  the  parties  extended  the
termination  date  in  writing  to  March 31, 2005, to allow additional time for
completion  of  the final definitive agreement, however, the Company can give no
assurance  that the Company will reach a definitive agreement in connection with
the  MOU.

SOUTH  SARGENT  FIELD-  MATAGORDA  COUNTY.  TEXAS

     The  Company  acquired  100%  of  the working interest in the South Sargent
Field  from  Calpine  Natural  Gas (NYSE) and its partner ("Calpine") in January
2004.  The  South  Sargent  Field is located in Matagorda County, Texas, east of
Matagorda  Bay  and  is  bisected  by  the  Intercoastal Canal. The leasehold is
approximately  3,545  acres.

     At  the time of this acquisition there were two producing wells, the Hamill
#2  and Hamill #19. In March 2004, the Company recompleted a shut-in well on the
lease,  Hamill  #10  and  established  production in the 3,345' sand. One of the
original  producing  wells  acquired from Calpine, the Hamill #19 ceased flowing
gas  after  producing 615 MMCF of gas from the original completion at 3,917', in
May 2004. This Hamill #19 well was recompleted by the Company in July 2004, in a
sand  at 4,324 feet and this sand produced 107 MMCF of gas until it was depleted
in October 2004. The Hamill #19 is currently shut-in, while the well and seismic
data  are  being further evaluated for possible recompletion . At present, there
are  two  (2) producing wells on the Hamill Lease Hamill #17 and Hamill #2, with
daily  production in excess of approximately 350 mcfg per day, (MCFGPD) however,
the  Company  can  give no assurances that the wells will continue to produce at
this  rate,  if  at  all.

                                       10

<PAGE>

     Twenty  eight (28) Miocene dry gas sands have been penetrated in this field
at depths ranging from 2,200 feet to 6,400 feet. The discovery well was the J.S.
Michael Hamill and Hamill #1, completed in November of 1952. Prior to discovery,
Texaco drilled a dry hole in 1942, with various gas shows on well logs. Railroad
Commission of  Texas production records indicate that to date, the South Sargent
Field has produced in excess of 39 billion cubic feet (BCF) of gas from thirteen
(13)  wells  with  completions  in 25 different sands above 6,300 feet. On a per
well basis, these 13 producing wells have an average 3 BCF per well, however the
Company  can give no assurances that any new wells, which the Company may choose
to  drill,  will  recover  any  reserves  at  all.

     A  license to a 10 square mile 3-D seismic survey ("3-D") was also acquired
from  Calpine  and  this  3-D  has  been  reprocessed,  and  is  currently being
interpreted,  with  an  expected  completion  date  of  May 1, 2005. The Company
believes  that  the initial review of the reprocessed data is encouraging and it
believes  that  there  are  gas  reserves  remaining  on  the  acreage which are
classified  as  proven undeveloped reserves and possible undeveloped reserves in
the  un-drained  areas  of  this field above 6,500 feet, however the Company can
make  no assurances that any gas reserves exist. A new seismic technology called
Wavelet  Energy Absorption, is being used in the reprocessing and interpretation
of  this  South  Sargent  3-D  data  set  along  with  other  traditional direct
Hydrocarbon  indicators  ("DHI")  processing. As the re-processing continues, we
anticipate  the  development of numerous shallow new drilling locations, as well
as deeper drilling prospects. While all of the production to date has been above
6,400 feet in this field, we also anticipate new drilling locations to penetrate
untested  Oligocene  fault blocks to the top of the Frio section at 11,000 feet.
No  proven  reserves  have  been  assigned  to  these  deeper  targets.

     The  shallow  Miocene  sand  wells can carry reserves of 3 BCF each and the
deeper  Frio  prospects  may  carry  20 BCF of reserves each based on volumetric
calculations,  however  these  are  just  estimates  and the Company can make no
assurances  that  any  gas  reserves  are  present  or  that the Company will be
successful  in  its  exploration  activities.

     During  January 2005, work over operations were commenced on the Hamill #17
well  which had been shut-in since 2001, by the previous owner and operator. The
wellhead  and  surface equipment were replaced and remedial operations commenced
to drill out and remove various cement and cast iron bridge plugs set inside the
well  casing  by previous operators. The well bore was cleaned out to a depth of
4,  33 feet, and down hole gamma ray density neutron cased hole logs were run in
the well to evaluate potential productive sands in this well. In March 2005, the
Hamill  #17  well was recompleted in a stray sand at 4230 feet; and is currently
producing  gas  at  the  rate of 260 MCF per day on a 7/64" choke with a flowing
tubing  pressure  of 980 pounds per square inch ("psi"). Additional probable and
proven  behind  pipe  gas  sands have been identified in the Hamill #17 well for
future  recompletion  attempts,  after  the  current  completion  at  4,230 feet
depletes.

     During  January 2005, a work over was initiated on the Hamill #11 well. The
well  has  produced  intermittently  in  past  years,  but  produced  excessive
quantities  of sand with gas. In January 2005, the well was gravel packed with a
production  screen  set  across  the  2,200 foot sand. The well produced a small
volume  of gas in February 2005, and is currently shut-in while data on the well
and  field  are  being  further  evaluated.

     The  Company  has  identified  potential  work over operations for existing
shut-in  well  bores in this field and the Company expects to commence work over
operations on the Hamill #2 and #14 well bores in the second quarter of 2005, of
which  there  can  be  no  assurance.

                                       11

<PAGE>

     The  reprocessing  of  the 3-D seismic survey over the Hamill leasehold has
been  completed.  The  3-D  seismic  data  is  currently  being  evaluated  and
reinterpreted  by  consulting explorationists.  Completion of the interpretation
project  is  expected by May 1, 2005, however the Company can give no assurances
that  the  project  will  be  completed  in  this  time  frame.

SAN  MIGUEL  CREEK  FIELD-  MCMULLEN  COUNTY.  TEXAS

G.  HERRERA  LEASE  -  200  ACRES
C.  WHEELER  LEASE  -   40  ACRES

     The San Miguel Creek Field is located in north central McMullen County near
its  border  with  Atascosa  County,  approximately  75  miles  due south of San
Antonio,  Texas.

     The Company currently owns and operates the 200 acres Herrera Lease and the
40-acre  Wheeler  #2  lease  in this field (240 acres total). Atlantic Richfield
("ARCO")  discovered  the  San  Miguel Creek field in 1948 when they drilled the
Herrera #1 and discovered Wilcox formation production at 5,400 feet. The Company
is  now  successor  in  title  to  the  original ARCO leasehold interests on the
Herrera  acreage  and  it  operates  the  Herrera #1 well along with seven other
Wilcox  formation-producing  wells.  In  2001, the Company acquired an adjoining
lease  of  40  acres  with  the  Wheeler  #2  well.

     Railroad  Commission  of  Texas  historical  production records report that
since  1948,  the Herrera lease has produced in excess of 900,000 barrels of oil
and  that  since  1995,  the  Wheeler  #2 lease has produced in excess of 95,000
barrels  of  oil.  The  Herrera  lease  acreage  contains the highest structural
elevations  in  the  San Miguel Creek field complex in the Wilcox formation, and
this  has  contributed to the high recovery rates from the wells on our acreage.
The  Herrera  #l  well,  since it was drilled in 1948, has produced in excess of
280,000  barrels of oil from its original completion in the C-5A (Gubbels Sand),
and  continues  to produce at a current rate of 8 BOPD, although the Company can
give  no  assurances  that it will continue to produce at this rate. The Company
has  successfully bought out all working interest partners and now controls 100%
of the working interest in the wells it owns and operates. EXXON/MOBIL currently
owns  and  operates  the  majority  of  the  offsetting  wells and acreage, with
Lakewood  Exploration  of  Midland,  Texas  producing the remaining wells on the
Lewis  and  Gubbels  leases.  This  field  complex has produced in excess of 130
billion  cubic  feet  of  gas  (BCF)  and  over  3  million  barrels of oil from
approximately  70  wells.  The  gas has been produced primarily from the Edwards
Limestone  Formation  at  9,800 feet and the oil almost entirely from the Wilcox
formation.

Geological  Discussion:

     The  San  Miguel  Creek  Field is believed to be underlain by a deep-seated
salt  diapir  below  14,000  feet. The upward movement of the deep salt dome has
arched and faulted the overlying sediments providing for excellent oil traps and
accumulations  after hydrocarbon migration. The field area is tilted down to the
coast  by  regional dip of 100 feet per mile. All of these structural attributes
are  identified  on  a  3-D  seismic  survey  shot  in  1993.

                                       12

<PAGE>

     The  Herrera #1 well is the largest cumulative oil producer from any single
completion  well in the field. Preliminary review of the 3-D data set, indicates
the  potential  for  development  drilling  locations on the Herrera and Wheeler
leases  controlled  by  the  Company.  The  prospective  areas  for  oil include
fault-bounded  structural  traps on the Herrera lease. These fault-bounded traps
produce  oil  when sands are up thrown against shale and are usually 3 way and 4
way  closures.  The  fault patterns are complex but with reprocessing of the 3-D
data  set,  we  believe  that  additional and by-passed oil accumulations can be
discovered  and  developed  along with the possible discovery of undrained fault
blocks,  however  the  Company  can  give  no  assurances  that  any oil will be
discovered  or  that  the  Company  will  be  successful in extracting this oil.

     A  new  3D  seismic  survey  was  recently completed in this field, to help
identify  further  drilling  locations in the Wilcox formation at 6,000 feet and
possibly  deep  seated  targets down to 14,000 feet on our acreage. During 2005,
the  Company  plans  to acquire a portion of this new 3-D seismic survey to help
delineate  additional  drilling  prospects  on  our  acreage.

TENNA  (HILLJE  SAND)  FIELD-  WHARTON  COUNTY,  TEXAS

Brothers  Cattle  Company  Lease  60  ACRES
Hillje  Estate  Lease  40  ACRES

     We  acquired  100%  of the working interest in three (3) wells in the Tenna
field  in July 2003. The field is located on county road 1300 in western Wharton
County,  Texas,  approximately 60 miles southwest of Houston, Texas.  The Hillje
Sand  was  discovered  in 1991 and has been an oil and gas producer at a shallow
depth  of  4,100  feet.

     The  Company currently operates the Brothers Cattle Company #3 well and the
Hillje  Oil  Unit #1 well and one salt-water disposal well, the Hillje #1-A SWD.
The  producing  wells  are produced using electric submersible pumps ("ESP") and
have  been  produced using this method since 1993. Current daily production from
the  two  producers  is  approximately  55  BOPD.

     The  Frio  sands  in  this  area  and  producing  trend  have  a history of
production.  The field was discovered and drilled using conventional sub-surface
geology  and  one  2-D  seismic  line. Since the field was initially drilled and
developed,  newer  3-D  seismic  surveys  have  been  shot  over  the  field and
surrounding  area,  and  this  new data is now available on the open market. The
Company  hopes  to acquire approximately 5 square miles of 3-D seismic data over
our  leases,  and  reprocess  it using advanced seismic attribute analysis. From
that,  we hope to develop new drill sites and attic oil locations on our acreage
and  adjoining  acreage  open  acreage,  of which there can be no assurance. The
Tenna  field  area  is  within  2  miles of a number of new 3-D defined drilling
prospects  that  the  Company  acquired development rights to in 2004. The Tenna
field  redevelopment project will dovetail directly into our ongoing leasing and
development  program  in  Wharton  County.

     The  Railroad  Commission  of  Texas,  production records indicate that the
Tenna field wells, including those currently owned by the Company, have produced
in  excess  of 450,000 Barrels of oil and 142,918 thousand cubic feet ("MCF") of
gas.  Current  daily production from the two producing wells is approximately 42
bbl/d,  with  additional  upside potential.  A newer 3-D seismic survey has been
shot  over  the  field  and  the  surrounding  area and we are in discussions to
acquire  a  portion of the survey to reprocess and interpret, of which there can
be  no  assurance.  There  are  mapped  attic oil locations on our leases and we
anticipate  drilling  new  well  locations  in  2005,  of  which there can be no
assurance.

                                       13

<PAGE>

OIL  AND  GAS  ACREAGE,  PRODUCTIVE  WELLS,  AND  DRILLING  ACTIVITY

DISCLOSURE  OF  OIL  AND  GAS  OPERATIONS:
------------------------------------------

AVERAGE SALES PRICES OF OIL AND GAS SOLD BY THE COMPANY FOR EACH OF THE LAST
THREE FISCAL YEARS.

                                        2002       2003        2004
                                        ---------------------------

AVERAGE SALE PRICE OF OIL               $23.30    $28.74     $39.78
  (PER BBL.)
AVERAGE SALE PRICE OF GAS              -------    $4.041     $ 5.08

ANNUAL 8/8THS GROSS OIL PRODUCTION FROM COMPANY OPERATED PROPERTIES
-------------------------------------------------------------------

                                        2002       2003        2004
                                 ----------------------------------
                                     Barrels.    Barrels.    Barrels.

SAN MIGUEL CREEK FIELD                13,074      15,589     14,756

TENNA FIELD                           ------      13,362      9,066

PRADO FIELD                           ------      ------      2,299

            ANNUAL TOTALS=            13,074      28,951     26,121

ANNUAL 8/8ths Gross GAS PRODUCTION FROM COMPANY OPERATED PROPERTIES
-------------------------------------------------------------------

                                       2002        2003        2004
                                    -------------------------------
                                        MCF         MCF          MCF

SOUTH SARGENT FIELD                 -------      41,389      236,671

OIL AND GAS ACREAGE

     In  the data below, "gross" represents the total acres or wells in which we
own  a working interest and "net" represents the gross acres or wells multiplied
by the Company's working interest percentage. The following table sets forth New
Century's  acreage  position  at  December  31,  2004:

<TABLE>
<CAPTION>

                               Developed                Undeveloped
                      -------------------------- ------------------------
<S>                          <C>           <C>           <C>         <C>
                            GROSS          NET           GROSS       NET

Jackson County, Tx                0            0       264.66      264.66

Jim Hogg County, Tx            1280          640            0           0

Matagorda County, Tx           3645         2916            0           0

McMullen County, Tx             240          240            0           0

Waller County, Tx                20          2.5           25          25

Wharton County, Tx              100          100            0           0
                      ------------- ------------ ------------ -----------
Total                          5285       3898.5       289.66      289.65
                      ============= ============ ============ ===========
</TABLE>

                                       14
<PAGE>

     The  Company's  net  undeveloped  acreage  which  is  subject to expiration
over the next three years is approximately  0 % in 2005, 100 % in 2006 and  0 %
in 2007.

PRODUCTIVE WELLS

     The following table sets forth our gross and net productive oil and natural
gas wells at December 31, 2004:

                          Producing Oil Wells      Producing Gas Wells
                          Gross         Net          Gross       Net
                      ------------- ------------ ----------- -----------
Jim Hogg County, Tx              2             1           0           0

Matagorda County, Tx             0             0           2         1.6

McMullen County, Tx              7             7           0           0

Waller County, Tx                1          .125           0           0

Wharton County, Tx               2             2           0           0

    TOTAL                       12        10.125           2         1.6
                      ============= ============ =========== ===========

  DRILLING ACTIVITY:

     The following table sets forth the results of our drilling  activities over
the last year:
                          Gross          Net         Gross         Net
                      ------------ ------------- ----------- -----------
Exploratory Wells:              0              0           0           0

Development Wells:              0              0           0           0
                      ------------ ------------- ----------- -----------

(1)  An  exploratory  well  is  a well drilled either in search of a new, as yet
undiscovered  oil  or  gas reservoir or to greatly  extend the known limits of a
previously  discovered  reservoir.  A  developmental  well  is  a  well  drilled
within  the  presently  proved  productive  area  of  an  oil  or  natural  gas
reservoir,  as  indicated  by  reasonable interpretation of available data, with
the  objective  of  completing  in  that  reservoir.

(2)  A productive well is an exploratory or development well found to be capable
of  producing  either  oil  or  natural  gas in sufficient quantities to justify
completion  as  an  oil  or  natural  gas  well.

                                       15

<PAGE>

(3)  A  nonproductive  well  is an exploratory or development well that is not a
producing  well.

TITLE  TO  PROPERTIES

     Customarily  in  the  oil  and  gas  industry,  only  a  perfunctory  title
examination  is  conducted  at  the  time properties believed to be suitable for
drilling  operations  are  first  acquired.  Prior  to  commencement of drilling
operations,  a  thorough drill site title examination is normally conducted, and
curative  work  is  performed  with  respect  to  significant  defects.   During
acquisitions,  title  reviews  are  performed on all properties; however, formal
title opinions are obtained on only the higher value properties. We believe that
we  have  good title and marketable title to our oil and natural gas properties,
some  of  which  are  subject to minor encumbrances, easements and restrictions.

SIGNIFICANT  OIL  AND  GAS  PURCHASERS  AND  PRODUCT  MARKETING

     Oil and gas sales are made on a day-to-day basis under short-term contracts
at  the  current area market price. For the year ended December 31, 2004, we had
two  purchasers  that  each accounted for 10% or more of our oil and natural gas
revenues:  Flint  Hills Resources purchased 100% of our crude oil production and
Harvest  Pipeline  Company purchased  100%  of  our natural gas production.

     Our  ability  to  market oil and natural gas depends on many factors beyond
our  control, including the extent of domestic production and imports of oil and
gas, the proximity of our gas production to pipelines, the available capacity in
such  pipelines, the demand for oil and natural gas, the effects of weather, and
the  effects  of  state and federal regulation. Our production is primarily from
developed  fields  close  to  major  pipelines  or  refineries  and  established
infrastructure.  As  a result, we have not experienced any difficulty to date in
finding  a  market  for  all  of  our  production  as it becomes available or in
transporting  our  production  to  those markets; however, there is no assurance
that  we will always be able to market all of our production or obtain favorable
prices.

OIL  MARKETING.

     The  quality  of  our crude oil varies by area as well as the corresponding
price  received.  In  the  San Miguel Creek Field in McMullen County, Texas, the
Tenna Field, Wharton County, Texas; and Prado Field, Jim Hogg County, Texas, our
oil  production is primarily light sweet crude, which typically sells at or near
NYMEX  West  Texas  Intermediate  (WTI)  prices,  or  often  at  a  premium.

NATURAL  GAS  MARKETING

     Virtually all of our natural gas production is close to existing pipelines.
We  sell all of our natural gas to Harvest Pipeline on a month to month contract
with  prices  fluctuating  month-to-month  based  on a discount to the published
Houston  Ship  Channel  Inside  FERC,  first  of  month  index  price.

                                       16

<PAGE>

ESTIMATED  NET  QUANTITIES  OF  PROVED  OIL  AND  GAS  RESERVES  AND
PRESENT  VALUE  OF  ESTIMATED  FUTURE  NET  REVENUES

     R.  A.  Lenser  &  Associates,  independent  petroleum engineers located in
Houston,  Texas,  prepared  estimates  of  our  net  proved  oil and natural gas
reserves  as  of January 1, 2005 and January 1, 2004. The reserve estimates were
prepared  using  constant  prices and costs in accordance with the guidelines of
the  Securities  and Exchange Commission ("SEC"). The prices used in preparation
of  the  reserve  estimates  were  based  on  the  market prices in effect as of
December  31 of 2004, with the appropriate adjustments (transportation, gravity,
basic  sediment  and  water ("BS&W,") purchasers' bonuses, Btu, etc.) applied to
each  field.  The  reserve  estimates represent our net revenue interests in our
properties.

     Our proved undeveloped (PUD) reserves primarily relate to reserves that are
to  be recovered from two new proved drilling locations. Since our South Sargent
field  leasehold  in  Matagorda  County,  Texas  is in an area with multiple pay
zones,  this  property  has  proved  producing,  proved non-producing and proved
undeveloped  reserves.  Our  current  plans for 2005 include drilling of two (2)
proven  undeveloped  locations  in  this  field.

     Proved  undeveloped  reserves  associated  with  the South Sargent field in
Matagorda  County,  Texas  accounts  for  approximately  100%  of   our   proved
undeveloped gas reserves. We consider these reserves to be lower risk than other
proved  undeveloped  reserves  that  require  drilling  at  locations offsetting
existing  production.  All  of  these proved undeveloped reserves are located in
favorable  structural  locations  within  known  producing  fault  blocks,  with
multiple  pay  zones,  in  a  field  with  reservoirs that historically produced
substantial  volumes  of  gas  under  primary  production. The main reason these
reserves  are  classified  as  undeveloped  is  because they require significant
additional  capital  investment  associated with drilling new wells and building
additional  sales  facilities  in  order  to  produce  the  reserves.

ESTIMATED  PROVED  RESERVES

                                 January 1, 2005     January 1, 2004
TOTAL:
  Oil (MBbls)                                 99                 118
  Natural gas (MMcf)                       1,030                1579

Proved producing OIL MBls                     99                 118
Proved undeveloped Oil MBls                    0                   0

Proved producing Gas MMcf                    151                 495
Proved undeveloped Gas MMcf                  879                1084

INCOME DATA: (1)
FUTURE NET INCOME                     $5,300,814          $7,078,898
DISCOUNTED FNI @ 10%                  $3,756,930          $5,155,327


REPRESENTATIVE OIL AND GAS PRICES:
                        Oil               $41.43              $31.19
                        Natural gas        $5.22               $4.69


(1)  Determined  based on year-end unescalated prices and costs in accordance
with the  guidelines  of the SEC, discounted at 10% per annum.

                                       17

<PAGE>

     There  are  numerous  uncertainties  inherent  in  estimating quantities of
proved  oil  and  natural  gas reserves and their values, including many factors
beyond  our control. The reserve data included herein represents only estimates.
Reserve  engineering  is  a  subjective  process   of   estimating   underground
accumulations of oil and natural gas that cannot be measured in an exact manner.
The  accuracy  of any reserve estimate is a function of the quality of available
geological,  geophysical,  engineering  and  economic data, the precision of the
engineering  and  judgment.  As a result, estimates of different engineers often
vary.  The  estimates of reserves, future cash flows and present value are based
on  various  assumptions,  including those prescribed by the SEC relating to oil
and  natural  gas prices, drilling and operating expenses, capital expenditures,
taxes  and  availability  of  funds, and are inherently imprecise. Actual future
production,  cash flows, taxes, development expenditures, operating expenses and
quantities  of  recoverable  oil and natural gas reserves may vary substantially
from  our  estimates.  Such  variations  may be significant and could materially
affect  estimated quantities and the present value of our proved reserves. Also,
the  use  of  a  10%  discount factor for reporting purposes may not necessarily
represent  the most appropriate discount factor, given actual interest rates and
risks  to  which  the Company or the oil and natural gas industry in general are
subject.

     You  should not assume that the present values referred to herein represent
the  current  market  value  of our estimated oil and natural gas  reserves.  In
accordance  with  requirements  of  the SEC, the estimates of present values are
based  on prices and costs as of the date of the estimates, which was January 1,
2005.  Actual future prices and costs may be materially higher or lower than the
prices  and  costs  as  of  the date  of  the  estimate.

     Quantities  of  proved reserves are estimated based on economic conditions,
including oil and natural gas prices in existence at the date of assessment. Our
reserves and future cash flows may be subject to revisions based upon changes in
economic  conditions,  including  oil  and natural gas prices, as well as due to
production  results,  results  of  future development, operating and development
costs  and  other  factors.  Downward  revisions  of  our reserves could have an
adverse  affect  on  our  financial condition, operating results and cash flows.

                                       18

<PAGE>

ITEM 3.  LEGAL PROCEEDINGS


       On November 5, 2004, our former transfer agent, Corporate Stock Transfer,
Inc. ("Corporate"), filed a lawsuit for $4,535.25 against us in Denver, Colorado
relating  to  the  payment  of  fees  associated  with  stock  transactions  and
termination  fees.  On  December  13,  2004,  we  filed  a  counterclaim against
Corporate  in  the 11th District Court of Texas, alleging breach of contract and
breach  of  fiduciary  duty.

     In  February 2005, we received correspondence from four individuals who are
our  former  directors,  which  alleged  that  we  owed  those  former directors
approximately  $298,000  in  accrued  and unpaid wages, payroll taxes and unpaid
loans  and interest. We denied the individual's claims, but choose to enter into
a  Settlement,  Release  and  Indemnification  Agreement  with three of the four
individuals  in  July 2005. In consideration for us issuing those individuals an
aggregate  of  58,000  restricted  shares  of  our  Common  Stock,  those  three
individuals  agreed to acquit, release and forever discharge us, our principals,
directors,  officers,  shareholders,  employees,  agents,  representatives,
successors,  insurers  and  attorneys  from  any  all claims, remedies, demands,
debts,  liens, causes of action or liabilities. We filed suit against the fourth
individual,  our  former  officer  and Director, Hans Nehme, in October 2005, in
Harris  County,  Texas,  alleging  that Mr. Nehme agreed to settle the claims by
exchange  of  written  correspondence on May 10, 2005, and later agreed upon the
form  of a final settlement, but failed to sign with the other three plaintiffs.
In  the  lawsuit,  we  sought a declaratory judgment that Mr. Nehme breached his
agreement to sign the release, and that the claims he continues to try to assert
have  been  released by the release agreement Mr. Nehme agreed to enter into. We
are  seeking  actual  damages,  consequential  damages,  a declaratory judgment,
prejudgment interest, post judgment interest and legal fees.

     Mr.  Nehme filed suit against us on October 21, 2005, claiming $15,000 owed
in  connection  with monies loaned to us, $113,733.42 in connection with accrued
wages,  $1,458  in 401(k) payments that Mr. Nehme claims he is due, and the loss
of the value of the shares of our stock which he owns as a result of our reverse
stock  split effected in September 2004, as described under the section entitled
"Description  of  Business"  Mr.  Nehme  is also seeking, pre-judgment interest,
attorney's fees, and interest on the judgment, if any until paid.

     On  November  11, 2005, Mr. Nehme filed an amended complaint, which removed
his  previous  claim  regarding the loss of the value of the shares of his stock
which he owns as a result of our reverse stock split.

      On August 26, 2005, we received correspondence from an attorney on behalf
of our former Chief Executive Officer and Director, William Mason regarding his
intention to convert his 5,000 shares of Series A Convertible  Preferred  Stock
into 1,500,000 shares of our common stock.  As of the filing  of  this  report,
such shares have not been converted and we have  discussed  with  Mr. Mason  on
numerous occasions and Mr. Mason has verbally agreed to  cancel  a  portion  of
these shares in consideration for the fact that in contradiction of Mr. Mason's
oral assertions and provisions in the Agreement and Plan of  Reorganization  in
connection with the Exchange (described in further detail under "Description of
Business"), we had and continue to have liabilities on our books from our  pre-
Exchange business operations.  We believe  that  Mr. Mason  owed  us  fiduciary
obligations as a Director and officer of us, but we can  provide  no  assurance
that we will not have any liability to Mr. Mason in connection with  the  above
transactions.  We have made a proposal to Mr. Mason, based on  our  discussions
with him regarding the conversion and cancellation of a portion of  his shares,
however we have not come to any definitive agreement as of  the  date  of  this
filing.  Management believes it will have no liability in connection with  this
transaction.

       Other  than  the above, the Company is not a party to, and its properties
are  not  the  subject  of,  any  material  pending  legal proceeding nor to the
knowledge  of the Company, are any such legal proceedings threatened against the
Company.

                                       19

<PAGE>

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

     None.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     "Bid"  and  "asked"  offers  for  the common stock are listed on the NASDAQ
OTC-Bulletin  Board  published  by the National Quotation Bureau, Inc. Below are
the  high and low bid prices for the Company's Common Stock for the past two (2)
fiscal  years.  On  November  2,  2004  in  connection with the Exchange and the
Company's change in business focus, the Company changed its name to "New Century
Energy  Corp."  and  the  Company's  securities  began  trading under the symbol
"NCEY." Previous to the Company's name change and the Exchange, described above,
the  Company's  securities  traded  under  the  symbol  "VERI."

     The  following  table  sets  forth  the  high  and  low  bid prices for the
Company's  common  stock  for  the  periods  indicated as reported by the NASDAQ
OTC-Bulletin  Board.  The quotations reflect inter-dealer prices, without retail
mark-up,  mark-down  or  commission  and  may not represent actual transactions.

                                         BID PRICES(1)
             QUARTER ENDED          HIGH             LOW
             -------------          ----             ---

             December 31, 2004      1.25            $0.55
             September 30, 2004(1)  1.30            $0.06
             June 30, 2004          1.90            $0.70
             March 31, 2004         3.40            $1.10

             December 31, 2003      4.00            $1.00
             September 30, 2003     2.50            $1.20
             June 30, 2004          3.70            $1.10
             March 31, 2003         8.50            $2.00

(1) The Company affected a 1 for 100 reverse stock split effective September 30,
2004,  and the bid prices for the quarters ended March 31, 2003 to September 30,
2004  retroactively  reflect  this  split.

                                       20

<PAGE>

     There  were 256 holders of record of the common stock as of March 22, 2005.
The  Company  has  never  paid  a cash dividend on its common stock and does not
anticipate the payment of a cash dividend in the foreseeable future. The Company
intends  to  reinvest in its business operations any funds that could be used to
pay a cash dividend. The Company's common stock is considered a "penny stock" as
defined  in  the  Commission's  rules  promulgated  under  the  Exchange Act. In
general,  a security which is not quoted on NASDAQ or has a market price of less
than  $5.00  per share where the issuer does not have in excess of $2,000,000 in
net tangible assets (none of which conditions the Company meets) is considered a
penny  stock.  The  Commission's  rules regarding penny stocks impose additional
sales  practice  requirements  on  broker-dealers  who  sell  such securities to
persons  other  than  established  customers and accredited investors (generally
persons  with  net  worth  in excess of $1,000,000 or an annual income exceeding
$200,000 or $300,000 jointly with their spouse). For transactions covered by the
rules,  the  broker-dealer must make a special suitability determination for the
purchaser and receive the purchaser's written agreement to the transaction prior
to  the  sale.  Thus  the Rules affect the ability of broker-dealers to sell the
Company's  shares  should  they wish to do so because of the adverse effect that
the  Rules have upon liquidity of penny stocks. Unless the transaction is exempt
under  the  Rules,  under  the  Securities  Enforcement Remedies and Penny Stock
Reform  Act  of  1990,  broker-dealers  effecting customer transactions in penny
stocks  are  required  to  provide  their  customers  with (i) a risk disclosure
document;  (ii)  disclosure  of  current  bid  and  ask quotations if any; (iii)
disclosure  of  the compensation of the broker-dealer and its sales personnel in
the transaction; and (iv) monthly account statements showing the market value of
each  penny stock held in the customer's account. As a result of the penny stock
rules  the  market  liquidity  for  the  Company's  securities  may  be severely
adversely  affected  by  limiting  the  ability  of  broker-dealers  to sell the
Company's  securities  and the ability of purchasers of the securities to resell
them.

RECENT SALES OF UNREGISTERED SECURITIES

     In  October  2004,  200,000 restricted shares of the Company's Common Stock
were  issued  to  Brooke  Capital  LLC  in  consideration for investor relations
services.  The Company claims an exemption from registration afforded by Section
4(2) of the Act since the foregoing issuances did not involve a public offering,
the  recipients  took  the  shares for investment and not resale and the Company
took  appropriate  measures to restrict transfer. No underwriters or agents were
involved in the foregoing issuances and no underwriting discounts or commissions
were  paid  by  the  Company.

     In December 2004, the Company issued 37,500,000 shares of restricted Common
Stock  to  its  Chief  Executive  Officer,  Edward R. DeStefano, pursuant to the
Exchange.  The Company claims an exemption from registration afforded by Section
4(2) of the Act since the foregoing issuances did not involve a public offering,
the  recipients  took  the  shares for investment and not resale and the Company
took  appropriate  measures to restrict transfer. No underwriters or agents were
involved in the foregoing issuances and no underwriting discounts or commissions
were  paid  by  the  Company.

     In  December  2004,  the  Company  issued 1,099,107 shares of the Company's
restricted  common  stock  to  148  investors,  in  connection  with  Offshore
Subscription  Agreements,  in  a transaction not registered under the Securities
Act  of  1933 (the "Act"). This issuance included 21,929 shares of the Company's
restricted  common stock which the Company had previously agreed to issue to six
investors in connection with Offshore Subscription Agreements which were entered
into  in  November  2004.  The  Company  claims  an  exemption from registration
afforded  by  Regulation  S  of the Act ("Regulation S") for the above issuances
since  the  issuances  were made to a non-U.S. person (as defined under Rule 902
section  (k)(2)(i) of Regulation S), pursuant to an offshore transaction, and no
directed  selling  efforts  were  made  in  the  United  States by the issuer, a
distributor,  any of their respective affiliates, or any person acting on behalf
of  any  of  the  foregoing.

     The  Company claims an exemption from registration afforded by Regulation S
of  the  Act  ("Regulation  S") for the above issuances since the issuances were
made  to  a  non-U.S.  person  (as  defined  under Rule 902 section (k)(2)(i) of
Regulation  S),  pursuant  to  an  offshore transaction, and no directed selling
efforts  were  made  in  the  United States by the issuer, a distributor, any of
their  respective  affiliates,  or  any  person  acting  on behalf of any of the
foregoing.

                                       21

<PAGE>

     On  December  30,  2004,  the  Company  entered  into a Securities Purchase
Agreement  ("Agreement")  with  Blackcap  Diamond  Fidelity  LP LLLP, a Delaware
limited  partnership  ("Blackcap"),  and  Omega Capital Opportunities LP LLLP, a
Delaware  limited liability partnership ("Omega"), (collectively the "Parties").
Under the Agreement, in consideration for the Company issuing 214,000 restricted
shares  of  the Company's common stock to Blackcap and 642,000 restricted shares
of  the  Company's  common  stock to Omega (collectively the "Shares"), Blackcap
forgave  a  promissory  note  for $400,000 entered into between Blackcap and the
Company's  subsidiary  Century Resources, Inc., on January 30, 2004. The Parties
also entered into a Registration Rights Agreement which gives Omega and Blackcap
piggyback  registration rights, allowing them, by giving proper notice under the
Registration Rights Agreement, to have their Shares included in any registration
statement  the  Company  may  file  in  the  future.

     The  Company claims an exemption from registration afforded by Section 4(2)
of  the Act since the foregoing issuances did not involve a public offering, the
recipients  took  the  shares for investment and not resale and the Company took
appropriate  measures  to  restrict  transfer.  No  underwriters  or agents were
involved in the foregoing issuances and no underwriting discounts or commissions
were  paid  by  the  Company.

        ISSUANCES SUBSEQUENT TO THE THREE MONTHS ENDED DECEMBER 31, 2004

     In  January  2005,  the  Company  issued  422,408  shares  of the Company's
restricted  Common  Stock  to  45  investors,   in   connection   with  Offshore
Subscription  Agreements,  in  a  transaction  not registered under the Act. The
Company  claims  an exemption from registration afforded by Regulation S for the
above  issuances  since the issuances were made to a non-U.S. person (as defined
under  Rule  902  section  (k)(2)(i)  of  Regulation S), pursuant to an offshore
transaction,  and  no directed selling efforts were made in the United States by
the  issuer,  a  distributor,  any of their respective affiliates, or any person
acting  on  behalf  of  any  of  the  foregoing.

     In  February  and  March  2005,  the  Company  sold  314,415  shares of the
Company's  restricted  Common  Stock  to  non-U.S. investors, in connection with
Offshore Subscription Agreements, in a transaction not registered under the Act.
The  Company has agreed to issue these shares to the non-U.S. investors, however
as of the date of the filings of this report, no shares have been issued, and as
a  result  these  shares have not been included in the outstanding share amounts
listed  throughout  this  Form  10-KSB. The Company will claim an exemption from
registration  afforded  by  Regulation  S  for  the  above  issuances  since the
issuances  were  made  to  a  non-U.S. person (as defined under Rule 902 section
(k)(2)(i) of Regulation S), pursuant to an offshore transaction, and no directed
selling efforts were made in the United States by the issuer, a distributor, any
of  their  respective  affiliates,  or any person acting on behalf of any of the
foregoing.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     This  report  contains  forward  looking  statements  within the meaning of
Section  27a  of  the  Securities  Act of 1933 and Section 21e of the Securities
Exchange  Act  of 1934.  These forward looking statements are subject to certain
risks  and  uncertainties  that  could cause actual results to differ materially
from  historical results or anticipated results, including those set forth under
"Risk  Factors"  in  this  Management's  Discussion  and  Analysis  of Financial
Condition  and  Results  of  Operations"  and  elsewhere  in  this  report.  The
following  discussion  and analysis should be read in conjunction with "Selected
Financial  Data"  and  the  Company's  financial  statements  and  notes thereto
included  elsewhere  in  this  report.

OVERVIEW

     We  estimate that our current daily deliverability is approximately 350 Mcf
per day, and 80 Bpd. By the end of 2005, we hope to further increase our natural
gas deliverability to between 1,000 and 5,000 Mcf per day and our oil production
to 160 Bpd. We plan to continue our recompletion and drilling program on Company
owned  properties  and  undeveloped  acreage  throughout  2005  and  beyond.

                                       22

<PAGE>

     During  the  fourth  quarter  of 2004, we commenced reprocessing of our 3-D
seismic  data  base in Matagorda County, Texas. We received results of our first
reprocessed  seismic  data  in January 2005, and expect to have a new structural
and  stratigraphic  interpretation  completed  by May 2005.  The reprocessed 3-D
seismic  data  should  allow  us  to  better  locate and optimize the structural
placement  of  our  new  drilling  locations.

     While  it  is extremely difficult to accurately forecast future production,
we  do  believe  that  our  drilling  program  in  Matagorda County will provide
long-term  production growth potential and will be the backbone of our Company's
growth  for  the  foreseeable  future.

     We  will  require  approximately $5 million in 2005 to execute our drilling
program  for  targeted  natural  gas reserves. We plan to raise this development
capital  from  a number of various sources including but not limited to the sale
of  equity  in  the  Company  in  the  form of restricted or unrestricted stock,
conventional  bank  financing,  production  payment  financing  or a combination
thereof,  however  the Company can give no assurance that this financing will be
available  at  favorable  terms,  if  at  all.

COMPARISON OF OPERATING RESULTS

FISCAL YEAR ENDED DECEMBER 31, 2004 COMPARED TO FISCAL YEAR  ENDED  DECEMBER 31,
2003

     The  Company's  total  revenues increased $1,400,367 or 199%, to $2,105,581
for  the  year ended December 31, 2004 from $705,214 for the year ended December
31,  2003.  This increase was attributable to an increase of $1,026,229 or 149%,
in  oil  and  gas  sales,  to  $1,714,443  for the year ended December 31, 2004,
compared to $688,214 for the year ended December 31, 2003, increases on the gain
on  sale  of oil and gas properties of $89,138 or 743%, to $101,138 for the year
ended  December  31,  2004,  compared to $12,000 for the year ended December 31,
2003,  and  increases  in  sale  of  option  to  participate  in future property
acquisitions  of  $290,000,  to  $290,000  for the year ended December 31, 2004,
compared to -$0- for the previous year, which was offset by a $5,000 decrease in
consulting  revenue,  to  -$0- for the year ended December 31, 2004, compared to
$5,000  for  the  year  ended  December  31,  2003.

     Total expenses for the year ended December 31, 2004 increased $5,377,200 or
747%,  to $6,097,131, compared to $719,931 for the year ended December 31, 2003.
This  increase  was  attributable  to  an increase of $303,214 or 136%, in lease
operating  expenses,  to  $526,747,  compared  to  $223,533  for  the year ended
December  31,  2003,  an  increase  in  production  taxes of $75,858 or 238%, to
$107,698  from  $31,840  for  the  prior  period,  an  increase  in  general and
administrative  expenses  of  $4,077,657,  or 5,074%, to $4,158,022 for the year
ended December 31, 2004, which included stock issued to consultants for services
rendered  to  the Company valued at $3,885,000, compared to $80,365 for the year
ended  December  31, 2003, a one time expense during the year ended December 31,
2004  consisting of the assumption of liabilities of $718,488 in connection with
the  purchase  of  the Vertica shell, an increase in depreciation, depletion and
amortization  of  $48,625  or  17%, to $335,586 for the year ended December 31,
2004,  compared  to  $286,961  for the prior period, and an increase in interest
expense  of  $153,358  or 158%, to $250,590 for the year ended December 31, 2004
compared  to  interest  expense of $97,232 for the year ended December 31, 2003.

                                       23

<PAGE>

     The  Company  had  a net loss of $3,991,550 for the year ended December 31,
2004,  compared  to a net loss of $61,198 for the year ended December 31, 2003,
which  was  mainly  attributable  to  increases  in  general  and administrative
expenses  and  the  purchase  of the Vertica shell, which were not offset by the
Company's  increase  in  total  revenues.

LIQUIDITY AND CAPITAL RESOURCES

     As  of December 31, 2004, the Company had total assets of $2,716,005, which
included  total current assets of $676,208, which consisted of cash of $452,781,
accounts  receivable - trade of $88,340, accounts receivable  related parties of
$5,000,  inventory  of $65,703 and other assets of $64,384.   Non-current assets
included  $2,869  of  office equipment, net of accumulated depreciation of $610,
and  $2,797,769 of total oil and gas properties, using successful efforts method
of  accounting,  which  included  $2,567,777  of  proved  properties, $16,053 of
unproved properties, and $213,939 of wells and related equipment and facilities,
less   accumulated  depreciation,  depletion,  amortization  and  impairment  of
($760,841) for net oil and gas properties of $2,036,928.

     The  Company  had  total liabilities of $2,102,937 as of December 31, 2004.
Current liabilities consisted of $47,869 of advances from investors, $717,540 in
liabilities  related  to  the  purchase of the Vertica shell, 776,158 of current
portion  of  notes  payable, $253,115 of accounts payable and $14,439 of accrued
liabilities.  The  Company's  only  long term liability as of December 31, 2004,
consisted  of  its  asset retirement obligation of $293,816. The Company's asset
retirement  obligations  relate  to  the  estimated  future cost of plugging and
abandonment  of  the  Company's  oil  and gas properties at the estimated end of
their oil and gas producing lives.


     The  Company  had negative net working capital of $1,132,913 as of December
31,  2004.

     The  Company  had net cash provided by operating activities of $642,205 for
the  year ended December 31, 2004, which included $3,991,550 of net loss, $7,076
of imputed interest, $3,885,000 of stock for services, $335,586 of depreciation,
depletion  and  amortization,  ($391,138)  of  gain  on  sale  of  oil  and  gas
properties,  changes  in  accounts  receivable  -  trade  of $31,258, changes in
accounts receivable - related parties of ($5,000), inventory of ($65,703), other
assets  of ($64,384), accounts payable of $838,080, accrued expenses of $42,439,
and accretion of the asset retirement obligation of $20,541.

     The  Company  had net cash used in investing activities of ($1,106,477) for
the  year  ended December 31, 2004, which consisted of proceeds from sale of oil
and gas properties of $569,983, purchase of fixed assets of ($3,479) and capital
expenditures  for  oil  and  gas  properties  of  ($1,672,981).

     The  Company  had net cash provided by financing activities of $840,476 for
the  year  ended  December  31, 2004, which included $1,304,500 of proceeds from
additions to debt, $467,630 of proceeds from the sale of common stock,($734,953)
of  payments  to  reduce  debt,  ($27,578)  of  reimbursements to investors, and
($169,123)  of  repayments  to  the  Company's  Chief  Executive  Officer.

     The  Company  has  non-recourse  financing  in place with Black Rock Energy
Capital,  Ltd.("Black  Rock")  for  $1,666,146.  The  loan  is  structured  as a
production  payment, whereby a percentage of revenue from three of the Company's
producing  operated  properties is allotted to Black Rock each month to pay back
the  loan.  The  loan  has  been  funded  in  stages  as  following:

                                       24

<PAGE>

12/21/02     $485,000     Used  to  drill  #8  Well  on  Herrera  Lease
                          and  purchase  equipment
6/30/03      $36,000      Used  to  buyout  overriding  royalty  on
                          Herrera  Lease
7/31/03      $213,000     Used  to  purchase  Tenna  field  leases  from
                          JMI  Energy,  Inc.
11/30/03     $54,646      Used  Frac  Herrea  #8  well
1/31/04      $579,500     Used  to  acquire  50%  working  interest  in
                          South  Sargent  from  ABA  Energy
2/28/04      $325,000     Used  to  acquire  50%  working  interest  in
                          South  Sargent  from  Calpine  Natural  Gas

     As of December 31, 2004 the balance of the Black Rock loan was
approximately $755,875.

     In October 2004, the Company signed a financing term sheet and subscription
agreement  with a placement agent, to sell shares under an exemption provided by
Regulation  S  of the Securities Act, which was subsequently replaced by another
subscription  agreement and term sheet with another placement agent in February,
2005  (the  "Term Sheet" and the "Agent"). The Term Sheet is for $1,000,000 with
an option for up to $2,000,000 in financing. The pricing of the shares will be a
60%  discount  off  the  closing  price  of  the Company's stock, with a minimum
purchase  price  of  $0.35  per  share.

     The  Company  received  an aggregate of $467,630 from issuances pursuant to
the  Term Sheet financing during the three months ended December 31, 2004, after
payments to the Agent in connection with the Term Sheet.  The Company has raised
approximately $194,913 from additional issuances  subsequent to the three months
ended December 31,  2004,  for an aggregate of approximately $662,543 raised  as
of the date of this report  in  connection  with  the  issuance  of   Regulation
S  shares.  Included in the total amount of financing received through the  sale
of sales pursuant to Regulation S subsequent to the three months ended  December
31, 2004, is approximately $137,673 which was raised through the sale of 314,415
shares of the Company's Common Stock, which the Company has agreed to issue, but
which, as of the date of this report, have not been issued to investors.

     At  this time, no additional financing has been secured. The Company has no
commitments  from  officers,  directors  or  affiliates  to provide funding. Our
growth  and  continued operations could be impaired by limitations on our access
to  the  capital  markets.  Without  additional financing, we may not be able to
continue  our operation and if we are unable to obtain additional financing upon
terms  that  management deems sufficiently favorable, or at all, it would have a
material  adverse impact upon our ability to pursue our business plan. There can
be  no assurance that capital from outside sources will be available, or if such
financing  is  available, it may involve issuing securities senior to our Common
Stock or equity financings which are dilutive to holders of our Common Stock. In
addition,  in  the  event  we  do not raise additional capital from conventional
sources,  it  is  likely  that  our growth will be restricted and we may need to
scale  back  or  curtail  implementing  our  business  plan.

                                       25

<PAGE>

                                  RISK FACTORS
                                ----------------

     NEED  FOR  ADDITIONAL FINANCING. We may not be able to raise any additional
financing  pursuant to our term sheet with a placement agent. The company signed
a  term  sheet  for $1,000,000 in financing with an option for up to $2,000,000,
with  a  placement  agent,  to  sell  shares  of Common Stock under an exemption
provided  by  Regulation  S  of  the  Securities  Act  of 1933. We have received
approximately  $662,543  of financing from the sale of our Common Stock pursuant
to  the  term  sheet  as  of  the  filing  of  this  annual  report. The Company
anticipates  the need for $5 Million of additional financing to complete planned
exploration  activities in 2005.  The Company may not raise any additional money
under  the  term sheet or any other form of financing in the future. The Company
does  not  have  any  additional commitments or identified sources of additional
capital  from  third  parties  or  from  its  officers,  directors  or  majority
shareholders.  There is no assurance that additional financing will be available
on  favorable  terms, if at all. If the Company is not able to raise the capital
necessary  to  continue  its business operations, it may be forced to abandon or
curtail  its  business  plan.

     RELIANCE  ON  KEY  MANAGEMENT  AND  CONTRACTORS. The success of the Company
depends upon the personal efforts and abilities of Edward R. DeStefano, the sole
Director of the Company and the Company's President and Chief Executive Officer.
The  Company's  ability  to  operate and implement its exploration activities is
heavily  dependent  on  the continued service of Mr. DeStefano and the Company's
ability  to  attract  qualified  contractors  on an as-needed basis. The Company
faces  continued competition for Mr. DeStefano and such contractors. The Company
cannot  be  certain  that it will be able to retain Mr. DeStefano or attract and
retain  such  contractors.  The  loss  of  Mr.  DeStefano  and/or  the Company's
inability  to  attract  and  retain  qualified contractors on an as-needed basis
could  have  a material adverse effect on the Company's business and operations.


     EDWARD  R.  DESTEFANO  OWNS  APPROXIMATELY  68.7% OF OUR OUTSTANDING COMMON
STOCK,  AND  HAS  SIGNIFICANT  INFLUENCE  OVER  CORPORATE  DECISIONS THAT MAY BE
ADVERSE  TO  OTHER MINORITY SHAREHOLDERS. Edward R. DeStefano, the sole director
of  the  Company  and  the  Company's  Chief Executive Officer, holds 37,500,000
shares  of  the  Company's Common Stock, representing approximately 68.7% of the
outstanding  shares  of our Common Stock as of the filing of this Amended Report
on Form 10-KSB.  Accordingly, Mr. DeStefano will have significant  influence  in
determining  the  outcome  of  all  corporate  transactions  or  other  matters,
including  mergers,  consolidations  and the sale of all or substantially all of
our  assets,  and also  the power to prevent or cause a change in  control.  The
interests o f  Mr. DeStefano  may  differ  from  the  interests  of  the  other
stockholders  and  thus result in corporate decisions that are adverse to other
shareholders.



     WE  MAY  FACE  POTENTIAL  LIABILITIES IN CONNECTION WITH MONIES OWED TO OUR
FORMER  EMPLOYEES,  INCLUDING BACK WAGES AND LOAN AMOUNTS, WHICH MAY CAUSE US TO
EXPEND  RESOURCES IN LITIGATION OR SETTLEMENT NEGOTIATIONS. In February 2005, we
received  correspondence  from  four  (4) of our former employees, which alleged
that  we  owed  them approximately $298,000 in accrued and unpaid wages, payroll
taxes  and unpaid loans. Subsequent to our filing of our original report on form
10-KSB  for  the  fiscal  year ended December 31, 2004, in July 2005, we entered
into a Settlement, Release and Indemnification Agreement with three (3) of these
individuals,  whereby  those three individuals agreed to release us from any and
call claims in return for an aggregate of 58,000 shares of our restricted common
stock.  Although  three  of  the four individuals have settled with us, there is
still  one  individual  whose  claims  are  still  outstanding,  and  who we are
currently  in  litigation  with  regarding such claims (see "Legal Proceedings,"
above).  Our  wholly-owned subsidiary, ERC Solutions, Inc., which we have agreed
to  spin-off into a separate, stand alone entity, has assumed these liabilities;
however,  we  can  make  no  assurance that we will not be held liable for these
amounts  to our former director and employee in the future. Additionally, we and
our  employees,  including  our  Chief Executive Officer, may be forced to spend
resources  and  time  on  the  defense  of this claim. If we are held liable for
amounts  which  the  former  director  and employee have alleged are due, or our
Chief  Executive  Officer  is forced to expand substantial amounts of his effort
and time in defending this claim, it could, although it is not likely to, have a
materially adverse effect on our business operations.


                                       26

<PAGE>

     BECAUSE  OF  THE  SPECULATIVE  NATURE  OF OIL AND GAS EXPLORATION, THERE IS
SUBSTANTIAL  RISK THAT NO ADDITIONAL COMMERCIALLY EXPLOITABLE OIL OR GAS WILL BE
FOUND  AND THAT THIS BUSINESS WILL FAIL. The search for commercial quantities of
oil  as  a  business  is  extremely  risky. We cannot provide investors with any
assurance that our properties contain commercially exploitable quantities of oil
and/or  gas. The exploration expenditures to be made by us may not result in the
discovery  of  commercial quantities of oil and/or gas. Problems such as unusual
or  unexpected  formations  and  other  conditions  are  involved in oil and gas
exploration  and  often  result  in  unsuccessful exploration efforts. In such a
case,  we  may  be  forced  to  abandon  or  curtail  our  business  plan.

     BECAUSE  OF THE INHERENT DANGERS INVOLVED IN OIL AND GAS EXPLORATION, THERE
IS A RISK THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS. The
search  for  valuable  minerals  involves  numerous hazards. As a result, we may
become  subject  to  liability for such hazards, including pollution, explosions
and  other  hazards against which we cannot insure or against which we may elect
not  to insure. In addition, we may be subject to certain liability with respect
to certain federal and state environmental laws. The payment of such liabilities
may  have  a  material  adverse  effect  on  our  financial  position.

     FUTURE CAPITAL NEEDS. Our growth and continued operations could be impaired
by  limitations  on  our access to capital markets. If the market for oil and/or
gas  were to weaken for an extended period of time, our ability to raise capital
would  be  substantially  reduced.  There  can be no assurance that capital from
outside  sources  will  be available, or that if such financing is available, it
may  involve  issuing securities senior to the Common Stock or equity financings
which  will  be  dilutive  to  holders  of  Common  Stock.

     INTENSE  COMPETITION.  The  market  for oil and gas exploration services is
highly  competitive. The Company expects competition to intensify in the future.
Numerous  well-established  companies  are  focusing  significant  resources  on
exploration  and  are  competing  with  the  Company's services. There can be no
assurance  that  the  Company  will  be  able  to  compete  successfully or that
competitive  pressures  will  not  adversely  affect  its  business,  results of
operations  and  financial  condition.

     MANAGEMENT  OF  GROWTH.  The  Company's  growth  is  expected  to  place  a
significant  strain  on  the  Company's  managerial,  operational  and financial
resources. Further, as the Company enters into additional contracts, the Company
will  be  required  to  manage multiple relationships with various customers and
other  third  parties.  These  requirements  will be exacerbated in the event of
further growth of the Company or in the number of its contracts. There can be no
assurance that the Company's systems, procedures or controls will be adequate to
support  the  Company's operations or that the Company's management will be able
to  achieve the rapid execution necessary to successfully implement its business
plan.  If  the  Company  is  unable  to manage growth effectively, the Company's
business,  results  of  operations  and  financial  condition  will be adversely
affected.

     OIL  AND  NATURAL  GAS  PRICE  VOLATILITY.  Our future financial condition,
results  of  operations  and  the  carrying  value  of  our  oil and natural gas
properties  depends primarily upon the prices we receive for our oil and natural
gas  production.  Oil and natural gas prices historically have been volatile and
likely  will  continue  to  be  volatile in the future, especially given current
world  geopolitical  conditions.  Our  cash  flow  from  operations  is   highly
dependent  on  the  prices  that we receive for oil and natural gas.  This price
volatility  also  affects  the  amount  of  our  cash flow available for capital
expenditures and our ability to borrow money or raise additional capital. In the
short-term,   our   production   is   relatively   balanced   between   oil  and
natural  gas,  but  long-term,  gas  prices  are  likely  to affect us more than
oil  prices because approximately 56% of our proved reserves are gas. The prices
for  oil and natural gas are subject to a variety of additional factors that are
beyond  our  control.  These  factors  include:

                                       27

<PAGE>

     o    the  level  of  consumer  demand  for  oil  and  natural  gas;

     o    the  domestic  and  foreign  supply  of  oil  and  natural  gas;

     o    the ability of the members of the Organization of Petroleum  Exporting
          Countries  to  agree  to  and  maintain  oil   price  and   production
          controls;

     o    the  price  of  foreign  oil  and  natural  gas;

     o    domestic  governmental  regulations  and  taxes;

     o    the  price  and  availability  of  alternative  fuel  sources;

     o    weather  conditions;

     o    market uncertainty due to political  conditions  in  oil  and  natural
          gas  producing  regions,  including  the  Middle  East;  and

     o    worldwide  economic  conditions.

     Since  the  end of 1998, oil prices have gone from near historic low prices
to historic highs. At the end of 1998, NYMEX oil prices were at historic lows of
approximately $12.00 per Bbl, but have generally increased since that time.  For
2004,  NYMEX oil prices were high throughout the year, averaging over $41.00 per
Bbl.,  and  ending  the  year  over $43.00 per Bbl. Natural gas prices have also
experienced  volatility  during  the  last  few  years. During 1999, natural gas
prices averaged approximately $2.35 per Mcf and, have generally tracked crude in
an  upward  trend  since  that  time, with significant fluctuations in that time
period.  For 2004, Houston Ship Channel index natural gas prices averaged $ 5.78
per  MCF,  ending  the  year  at  $6.33  per  MCF.

     These  factors  and  the volatility of the energy markets generally make it
extremely  difficult  to predict future oil and natural gas price movements with
any  certainty.  Declines  in  oil and natural gas prices  would not only reduce
revenue, but  could  reduce  the  amount  of oil and  natural  gas  that  we can
produce  economically  and, as a result,  could have a material  adverse  effect
upon  our  financial  condition,  results  of  operations,  oil  and natural gas
reserves  and  the  carrying  values of our oil and natural gas  properties.  If
the oil and natural gas industry experiences significant price declines, we may,
among  other  things,  be  unable to make planned expenditures.  If this were to
happen,  we  may  be forced to abandon or curtail our business operations, which
would  cause  the  value of an investment in our Company to decline in value, or
become  worthless.

                                       28

<PAGE>

     ENVIRONMENTAL  REGULATIONS.  Public  interest  in  the  protection  of  the
environment  has  increased  dramatically  in recent years.  Our oil and natural
gas  production  and  saltwater disposal operations and our processing, handling
and  disposal  of  hazardous  materials,  such  as  hydrocarbons  and  naturally
occurring  radioactive  materials  are subject to stringent regulation. We could
incur  significant  costs,  including  cleanup costs resulting from a release of
hazardous  material,  third-party  claims  for  property   damage  and  personal
injuries  fines  and  sanctions,  as  a  result of any violations or liabilities
under  environmental or other laws.  Changes in or more stringent enforcement of
environmental  laws  could also result in additional operating costs and capital
expenditures.

     Various federal, state and local laws regulating the discharge of materials
into  the  environment,   or  otherwise   relating  to  the  protection  of  the
environment, directly impact oil and gas exploration, development and production
operations,  and  consequently  may impact the Company's  operations  and costs.
These  regulations include, among others, (i) regulations by the EPA and various
state agencies  regarding approved methods of disposal for certain hazardous and
non-hazardous      wastes;     (ii)     the      Comprehensive     Environmental
Response,  Compensation,  and  Liability  Act, Federal Resource Conservation and
Recovery  Act and analogous state laws which regulate the removal or remediation
of  previously  disposed  wastes  (including  wastes  disposed of or released by
prior  owners  or  operators),  property  contamination  (including  groundwater
contamination),    and   remedial   plugging   operations   to   prevent  future
contamination;  (iii)  the  Clean   Air  Act  and  comparable  state  and  local
requirements  which  may  result  in the gradual imposition of certain pollution
control  requirements  with  respect to air emissions from the operations of the
Company;  (iv)  the  Oil  Pollution  Act   of  1990  which   contains   numerous
requirements  relating  to  the  prevention  of  and response to oil spills into
waters  of  the United  States;  (v) the Resource  Conservation and Recovery Act
which  is  the  principal  federal statute governing the treatment, storage  and
disposal  of  hazardous  wastes;  and  (vi)   state   regulations  and  statutes
governing the handling,  treatment,  storage and disposal of naturally occurring
radioactive  material  ("NORM").

     Management  believes  that we are in substantial compliance with applicable
environmental  laws and regulations.  To date, we have not expended any material
amounts  to  comply  with  such  regulations,  and management does not currently
anticipate  that  future compliance will have a materially adverse effect on our
consolidated  financial position, results of operations or cash flows.  However,
if  we are deemed to not be in compliance with applicable environmental laws, we
could  be  forced to expend substantial amounts to be in compliance, which would
have  a  materially adverse effect on the Company's financing.  If this were to
happen  any  investment  in  the  Company  could  be  lost.

     IF  THERE'S A MARKET FOR OUR COMMON STOCK, OUR STOCK PRICE MAY BE VOLATILE.
If  there's  a market for our Common Stock, we anticipate that such market would
be  subject  to wide fluctuations in response to several factors, including, but
not  limited  to:

   (1)   actual  or  anticipated  variations  in  our  results  of
         operations;
   (2)   our  ability  or  inability  to  generate  new  revenues;
   (3)   increased  competition;  and
   (4)   conditions  and  trends  in  the  oil  exploration  industry.

                                       29

<PAGE>

     Our  Common  Stock  is  traded  on  the over-the-counter Bulletin Board. In
recent  years  the  stock  market  in  general  has  experienced  extreme  price
fluctuations that have oftentimes been unrelated to the operating performance of
the  affected  companies.  Similarly,  the  market price of our Common Stock may
fluctuate  significantly based upon factors unrelated or disproportionate to our
operating  performance.  These market fluctuations, as well as general economic,
political  and  market  conditions,  such  as  recessions,   interest  rates  or
international currency fluctuations may adversely affect the market price of our
Common  Stock.

     OUR  COMMON  STOCK  IS SUBJECT TO THE "PENNY STOCK" RULES OF THE COMMISSION
WHICH  LIMITS  THE TRADING MARKET IN OUR COMMON STOCK, MAKES TRANSACTIONS IN OUR
COMMON  STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR COMMON
STOCK.  Our Common Stock is considered a "penny stock" as defined in Rule 3a51-1
promulgated by Commission under the Securities Exchange Act of 1934. In general,
a  security  which is not quoted on NASDAQ or has a market price of less than $5
per share where the issuer does not have in excess of $2,000,000 in net tangible
assets  is considered a penny stock. The Commission's Rule 15g-9 regarding penny
stocks  impose additional sales practice requirements on broker-dealers who sell
such  securities  to  persons  other  than  established customers and accredited
investors (generally persons with net worth in excess of $1,000,000 or an annual
income  exceeding  $200,000  or  $300,000  jointly  with  their  spouse).    For
transactions  covered  by  the  rules,  the  broker-dealer  must  make a special
suitability  determination for the purchaser and receive the purchaser's written
agreement  to  the  transaction  prior  to  the sale. Thus, the rules affect the
ability  of  broker-dealers  to  sell our Common Stock should they wish to do so
because  of  the  adverse  effect  that  the  rules have upon liquidity of penny
stocks.  Unless  the transaction is exempt under the rules, under the Securities
Enforcement  Remedies  and  Penny  Stock  Reform  Act  of  1990,  broker-dealers
effecting  customer  transactions  in penny stocks are required to provide their
customers  with  (i)  a risk disclosure document; (ii) disclosure of current bid
and  ask  quotations  if  any;  (iii)  disclosure  of  the  compensation  of the
broker-dealer  and  its  sales  personnel  in  the transaction; and (iv) monthly
account  statements  showing  the  market  value of each penny stock held in the
customer's  account.  As  a result of the penny stock rules the market liquidity
for  our  Common  Stock  may  be  adversely  affected by limiting the ability of
broker-dealers  to sell our Common Stock and the ability of purchasers to resell
our  Common  Stock.

     In  addition,  various  state  securities   laws  impose   restrictions  on
transferring  "penny  stocks" and as a result, investors in the Common Stock may
have  their  ability  to  sell  their  shares  of  the  Common  Stock  impaired.

THE  COMPANY  HAS  NOT  PAID  ANY  CASH  DIVIDENDS.
---------------------------------------------------

     The  Company  has paid no cash dividends on its Common Stock to date and it
is  not  anticipated  that  any  cash  dividends  will be paid to holders of the
Company's  Common  Stock in the foreseeable future. While the Company's dividend
policy will be based on the operating results and capital needs of the business,
it  is  anticipated  that  any  earnings  will be retained to finance the future
expansion  of  the  Company.

                                       30

<PAGE>

CRITICAL ACCOUNTING POLICIES

     Our  discussion  and  analysis  of  our  financial condition and results of
operations  is  based  upon  our  audited  financial statements, which have been
prepared  in  accordance  with  accounting  principals generally accepted in the
United  States.  The  preparation  of  these financial statements requires us to
make  estimates  and  judgments  that  affect  the  reported  amounts of assets,
liabilities,  revenues  and  expenses,  and related disclosure of any contingent
assets  and  liabilities.  On  an  on-going  basis,  we  evaluate our estimates,
including  those  related to uncollectible receivable, investment values, income
taxes, the recapitalization and contingencies.  We base our estimates on various
assumptions  that  we  believe  to  be  reasonable  under the circumstances, the
results  of  which  form the basis for making judgments about carrying values of
assets and liabilities that are not readily apparent from other sources.  Actual
results  may  differ  from  these  estimates  under  different  assumptions   or
conditions.

                        Recent Accounting Pronouncements

     In  2001,  the  FASB  issued  FASB Statement No. 143, "Accounting for Asset
Retirement Obligations". This Statement requires that the fair value of an asset
retirement  obligation  be recognized in the period in which it is incurred if a
reasonable  estimate  of  fair  value  can  be  made.  The  present value of the
estimated  asset  retirement costs is capitalized as part of the carrying amount
of the long-lived asset. For the Company, asset retirement obligations primarily
relate  to  the  abandonment of oil and gas producing facilities. Under previous
accounting  standards,  such  obligations  were  recognized over the life of the
producing  assets  on  a  units-of-production  basis.

     The  amounts  recognized are based upon numerous estimates and assumptions,
including future retirement costs, future recoverable quantities of oil and gas,
future  inflation  rates  and  the  credit-adjusted  risk-free  interest  rate.

     Previous  accounting standards used the units-of-production method to match
estimated  future  retirement  costs  with revenues generated from the producing
assets.  In  contrast,  FASB  Statement  No.  143  requires  depreciation of the
capitalized  asset  retirement  cost  and  accretion  of  the  asset  retirement
obligation  over  time.  The  depreciation  will  generally  be  determined on a
straight line basis, while the accretion to be recognized will escalate over the
life  of  the  producing  assets,  typically  as  production  declines.

ITEM 7.  FINANCIAL STATEMENTS

     The  Financial Statements required by Item 310 of Regulation S-B are stated
in  U.S.  dollars  and  are  prepared in accordance with U.S. Generally Accepted
Accounting  Principles.

                                       31

<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
New Century Energy Corp.
(formerly Vertica Software, Inc.)
Houston, Texas

We have audited the accompanying balance sheet of New Century Energy Corp. as of
December  31,  2004,  and  the  related statements of operations, stockholders'
equity  (deficit)  and  cash  flows  for each of the two years then ended. These
financial  statements  are  the  responsibility of New Century's management. Our
responsibility  is  to express an opinion on these financial statements based on
our  audits.

We  conducted  our  audits  in  accordance  with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the 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  audits  provide  a
reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material respects, the financial position of New Century Energy Corp. as of
December  31, 2004 and the results of its operations and its cash flows for each
of  the  two years then ended in conformity with accounting principles generally
accepted  in  the  United  States  of  America.

As discussed in Note 11, the financial statements have been restated.

Malone & Bailey, PC
www.malone-bailey.com
Houston, Texas

February 22, 2005
(November 11, 2005 as to Note 5 and the effects of the restatement discussed in
Note 11)

                                       32

<PAGE>

<TABLE>
<CAPTION>

                            NEW CENTURY ENERGY CORP.
                        (formerly Vertica Software, Inc.)
                                  BALANCE SHEET
                                December 31, 2004
                                   (Restated)
<S>                                                           <C>
  ASSETS
Current Assets
  Cash                                                        $    452,781
  Accounts receivable - trade                                       88,340
  Accounts receivable - related party                                5,000
  Inventory                                                         65,703
  Other assets                                                      64,384
                                                                ----------
  Total Current Assets                                             676,208
                                                                ----------

Office equipment, net of $610 accumulated depreciation               2,869
Oil and gas properties, using successful efforts
  method of accounting
  Proved properties                                              2,567,777
  Unproved properties                                               16,053
  Wells and related equipment and facilities                       213,939
                                                                ----------
                                                                 2,797,769
  Less accumulated depreciation, depletion,
    amortization and impairment                                   (760,841)
                                                                ----------
  Net oil and gas properties                                     2,036,928
                                                                ----------
                                                              $  2,716,005
                                                                ==========
  LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
  Accounts payable                                            $    253,115
  Liabilities related to purchase of Vertica shell                 717,540
  Accrued liabilities                                               14,439
  Advances from investors                                           47,869
  Current portion of notes payable                                 776,158
                                                                ----------
  Total Current Liabilities                                      1,809,121
                                                                ----------
Asset Retirement Obligation                                        293,816
                                                                ----------
Contingent Liabilities                                                   -
                                                                ----------
Total Liabilities                                                2,102,937

Stockholders' Equity
  Preferred stock, $0.001 par, 20,000,000 shares authorized,
    Series A Convertible Preferred shares, 5,000 shares
  designated and issued                                                 5
    Series B Convertible Preferred shares, 2,000,000 shares
  designated, none issued                                               -
  Common stock, $0.001 par value, 100,000,000 shares
    authorized, 45,489,666 shares issued and outstanding           45,488
  Additional paid in capital                                    4,753,763
  Retained deficit                                             (4,186,188)
                                                                ----------
  Total Stockholders' Equity                                      613,068
                                                                ----------
                                                              $ 2,716,005
                                                                ==========
</TABLE>

                See accompanying summary of accounting policies
                       and notes to financial statements.

                                       33

<PAGE>

<TABLE>
<CAPTION>

                            NEW CENTURY ENERGY CORP.
                        (formerly Vertica Software, Inc.)
                            STATEMENTS OF OPERATIONS
                     Years Ended December 31, 2004 and 2003
                                   (Restated)

                                                  2004      2003
                                               ---------  ---------
<S>                                               <C>         <C>
Revenues
  Oil and gas sales                          $ 1,714,443   $688,214
  Gain on sale of oil and gas properties         101,138     12,000
  Sale of option to participate in future
     property acquisitions                       290,000          -
  Consulting                                           -      5,000
                                               ---------  ---------
  Total revenues                               2,105,581    705,214
                                               ---------  ---------
Expenses
  Lease operating                                526,747    223,533
  Production taxes                               107,698     31,840
  General & administrative                     4,158,022     80,365
  Purchase of Vertica shell                      718,488          -
  Depreciation, depletion, amortization
     and impairment                              335,586    286,961
  Interest                                       250,590     97,232
                                               ---------  ---------
  Total expenses                               6,097,131    719,931
                                               ---------  ---------
  Income (loss) before cumulative effect
    of change in accounting principle         (3,991,550)   (14,717)
                                               ---------  ---------
Cumulative Effect of Change In Accounting
  Principle On Years Prior To 2003                          (46,481)
                                               ---------  ---------

  NET INCOME (LOSS)                          $(3,991,550)  $(61,198)
                                               =========  =========


Basic and diluted income (loss) per
   common share:
  Income (loss) before cumulative effect
    of change in accounting principle             $(0.11)    $(0.00)
  Cumulative effect of change in accounting
    principle                                                 (0.00)
                                               ---------  ---------
  Net income (loss)                               $(0.11)    $(0.00)
                                               =========  =========

Weighted average common
   shares outstanding                        37,694,704  37,500,000


</TABLE>

                See accompanying summary of accounting policies
                       and notes to financial statements.

                                       34

<PAGE>

<TABLE>
<CAPTION>

                            NEW CENTURY ENERGY CORP.
                        (formerly Vertica Software, Inc.)
                       STATEMENTS OF STOCKHOLDERS' EQUITY
                     Years Ended December 31, 2004 and 2003
                                   (Restated)

                           Preferred Stock           Common Stock
                        Shares       Amount        Shares      Amount
                       --------    ----------    ----------  ----------
<S>                      <C>          <C>           <C>          <C>


Balances,
December 31, 2002             -             -    37,500,000     $37,500

Net income (loss)             -             -             -           -
                       --------    ----------    ----------  ----------
Balances,
December 31, 2003             -             -    37,500,000      37,500

Conversion of debt        5,000             5             -           -

Reverse merger                -             -       484,559         483


Stock for services            -             -     5,550,000       5,550

Stock for cash                -             -     1,099,107       1,099

Stock for debt                -             -       856,000         856

Imputed interest              -             -             -           -

Net income (loss)             -             -             -           -
                       --------    ----------    ----------  ----------
Balances,
December 31, 2004         5,000    $        5    45,489,666     $45,488
                       ========    ==========    ==========  ==========
</TABLE>

                See accompanying summary of accounting policies
                       and notes to financial statements.

                                       35

<PAGE>

<TABLE>
<CAPTION>

                            NEW CENTURY ENERGY CORP.
                        (formerly Vertica Software, Inc.)
                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                     Years Ended December 31, 2004 and 2003
                                   (Restated)

                                   (CONTINUED)

                        Additional
                          Paid In        Retained
                          Capital         Deficit       Totals
                        -----------    ------------    ----------
<S>                        <C>             <C>            <C>

Balances,
December 31, 2002       $   (25,950)   $   (133,440)   $ (121,890)

Net income (loss)                 -         (61,198)      (61,198)
                        -----------    ------------    ----------
Balances,
December 31, 2003           (25,950)       (194,638)     (183,088)

Conversion of debt                -              -              5
Reverse merger                 (488)             -             (5)

Stock for services        3,879,450              -      3,885,000
Stock for cash              466,531              -        467,630

Stock for debt              427,144              -        428,000

Imputed interest              7,076              -          7,076

Net income (loss)                 -      (3,991,550)   (3,991,550)
                        -----------    ------------     ----------
Balances,
December 31, 2004       $ 4,753,763    $ (4,186,188)   $  613,068
                        ===========    ============     ==========
</TABLE>

                See accompanying summary of accounting policies
                       and notes to financial statements.

                                       36

<PAGE>

<TABLE>
<CAPTION>

                            NEW CENTURY ENERGY CORP.
                        (formerly Vertica Software, Inc.)
                            STATEMENTS OF CASH FLOW
                     Years Ended December 31, 2004 and 2003
                                   (Restated)

                                                            2004         2003
                                                         ----------    ---------
<S>                                                         <C>           <C>
Cash Flows From Operating Activities
  Net income (loss)                                     $(3,991,550)  $  (61,198)
  Adjustments to reconcile net income to net cash
    used in operating activities:
    Imputed interest                                          7,076            -
    Stock for services                                    3,885,000            -
    Depreciation, depletion, amortization and impairment    335,586      286,961
    Gain on sale of oil and gas properties                 (391,138)     (12,000)
    Cumulative effect of change in accounting principle           -       46,481
  Changes in:
    Accounts receivable - trade                              31,258      (82,316)
    Accounts receivable - related                            (5,000)           -
    Inventory                                               (65,703)           -
    Other assets                                            (64,384)           -
    Accounts payable                                        120,540       43,207
    Liabilities related to purchase of Vertica shell        717,540            -
    Accrued expenses                                         42,439            -
    Asset retirement obligation                              20,541       12,680
                                                         ----------    ---------
  Net Cash Provided by Operating Activities                 642,205      233,815
                                                         ----------    ---------

Cash Flows From Investing Activities
  Proceeds from sale of oil and gas properties              569,983       45,000
  Purchase of fixed assets                                   (3,479)           -
  Capital expenditures for oil and gas properties        (1,672,981)   (648,710)
  Proceeds from buyer deposit on February 2004 sale               -       80,000
                                                         ----------    ---------
  Net Cash Used in Investing Activities                  (1,106,477)    (523,710)
                                                         ----------    ---------
Cash Flows from Financing Activities
  Proceeds from additions to  debt                        1,304,500      303,646
  Proceeds from sale of common stock                        467,630            -
  Payments to reduce  debt                                 (734,953)    (203,835)
  Reimbursements to investors                               (27,578)     (81,807)
  Repayments to officer                                    (169,123)     (85,955)
  Advances from investors                                         -       30,000
                                                         ----------    ---------
  Net Cash Provided by (Used in) Financing Activities       840,476      (37,951)
                                                         ----------    ---------
Net change in cash                                          376,204     (327,846)
Cash at beginning of year                                    76,578      404,424
                                                         ----------    ---------
Cash at end of year                                     $   452,782   $   76,578
                                                         ==========    =========
Cash paid during the year for:
  Interest, net of interest capitalized
    of $0 and $22,528 in 2004 and 2003                  $         -   $ 104,696
  Income taxes                                                    -           -
Supplemental non-cash activities:
  Debt exchanged for 856,000 shares of common stock     $   428,000   $       -
</TABLE>

                See accompanying summary of accounting policies
                       and notes to financial statements.

                                       37

<PAGE>

                            New Century Energy Corp.
                        (formerly Vertica Software, Inc.)
                          NOTES TO FINANCIAL STATEMENTS
                                  (Restated)

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

Nature of operations and organization


New  Century  Energy Corp. ("New Century" or the "Company"), was incorporated in
Colorado on April 18, 1997 as "Perfection Development Corporation." On September
29,  1998,  the  Company  entered  into  an agreement pursuant to which it would
acquire  all  of  the  outstanding  capital  stock  of Vertica Software, Inc., a
California  corporation  ("Vertica  California").  On December 31, 1998, Vertica
California  merged  with  and  into  the  Company. The Company was the surviving
corporation  in  the  merger  and  the  separate  corporate existence of Vertica
California  ceased.  Concurrently  with the merger, the Company changed its name
from Prefection Development Corporation to Vertica Software, Inc. ("Vertica").

On  September  30, 2004, the Company acquired 100% of the issued and outstanding
common  stock of Century Resources, Inc., a Delaware Corporation ("Century"), in
exchange  for  37,500,000  newly  issued  shares  of the Company's Common Stock,
pursuant  to  an  Agreement  and Plan of Reorganization whereby Century became a
wholly-owned subsidiary of the Company (the "Exchange").

In  connection  with  the Exchange, the Company agreed to transfer all rights to
the existing installation of hardware and software used to  develop intellectual
property, all trademarks, copyrights and marketing materials developed for sales
and  distribution  of  such  products  relating  to  Internet/Intranet  software
products and services and an Internet web site for the hazardous material to the
Company's  wholly owned subsidiary, ERC Solutions, Inc. ("ERC"), and changed its
business  focus  to oil and gas exploration and production. On October 26, 2004,
in  connection  with  its  new  business  focus,  the  Company filed Articles of
Amendment  with  the  Colorado  Secretary  of  State,  to change its name to New
Century Energy Corp.


The preparation of financial statements in conformity with accounting principles
generally  accepted  in the United States of America requires management to make
estimates  and  assumptions  that   affect   the  reported  amounts  of  assets,
liabilities,  revenues  and  expenses,  as  well  as certain financial statement
disclosures.  While  management believes that the estimates and assumptions used
in  the  preparation of the financial statements are appropriate, actual results
could  differ  from  these  estimates.

Cash  Equivalents.  Highly  liquid investments with original maturities of three
months  or  less  are  considered  cash  equivalents.


Revenue Recognition.    New Century   records  oil  and  gas  revenues following
the entitlement method of accounting for production, in which any excess  amount
received above New Century's share is treated as a  liability.  If less than New
Century's share is received, the underproduction is recorded as an  asset.   New
Century's imbalance position was not significant in terms of volumes  or  values
at December 2004.


Oil and Gas Properties.  New Century  uses  the  successful  efforts  method  of
Accounting for oil  and  gas  producing  activities.  Costs  to  acquire mineral
interests in oil and gas properties, to drill  and equip  exploratory wells that
find proved reserves, and to drill  and equip development wells are capitalized.
Costs to drill exploratory wells that do not  find  proved  reserves, geological
and geophysical costs, and costs of carrying and retaining  unproved  properties
are expensed.

Unproved  oil  and  gas  properties  that  are   individually   significant  are
periodically  assessed  for impairment of value, and a loss is recognized at the
time  of  impairment  by  providing  an  impairment allowance. In 2004 and 2003,
impairments  of  $0  and  $16,053  were  recorded,  respectively. Other unproved
properties  are  amortized  based on Century's experience of successful drilling
and  average  holding  period.  Capitalized  costs  of  producing  oil  and  gas
properties,  after considering estimated abandonment costs and estimated salvage
values,  are  depreciated and depleted by the unit-of-production method. Support
equipment  and other property and equipment are depreciated over their estimated
useful  lives.

                                       38

<PAGE>


On  the sale or retirement of a complete unit of a proved property, the cost and
related accumulated depreciation, depletion and amortization are eliminated from
the  property  accounts  and  the  resultant  gain or loss is recognized. On the
retirement  or sale of a partial unit of proved property, the cost is charged to
accumulated  depreciation,  depletion, and amortization with a resulting gain or
loss  recognized  in  income.

On  the  sale  of  an  entire  interest in an unproved property for cash or cash
equivalent,  gain  or  loss on the sale is recognized, taking into consideration
the  amount  of  any  recorded  impairment  if  the  property  had been assessed
individually.  If a partial interest in an unproved property is sold, the amount
received  is  treated  as  a  reduction  of  the  cost of the interest retained.


Interest  is  capitalized  on  expenditures  for  significant   exploration  and
development  projects  while  activities  are in progress to bring the assets to
their  intended  use.  Interest of $0 and  $22,528  was  capitalized in 2004 and
2003, respectively.

Long-lived assets

Long  lived  assets  to  be  held and used or disposed of other than by sale are
reviewed  for  impairment  whenever  events or changes in circumstances indicate
that  the  carrying  amount  may  not  be recoverable. When required, impairment
losses  on  assets  to  be  held  and used or disposed of other than by sale are
recognized  based  on  the  fair  value  of  the  asset. Long-lived assets to be
disposed  of  by  sale  are reported at the lower of its carrying amount or fair
value  less  cost  to  sell.

Use of estimates

The  preparation  of  financial statements in conformity with generally accepted
accounting principles 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  revenues  and  expenses during the reporting period.
Actual  results  could  differ  from  those  estimates.

Asset retirement obligation

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of  Financial  Accounting  Standards  No.  143, "Accounting for Asset Retirement
Obligations"  ("SFAS  No.  143"). SFAS No. 143 requires that an asset retirement
obligation  associated  with  the  retirement  of a tangible long-lived asset be
recognized  as  a  liability  in  the  period in which it is incurred or becomes
determinable  (as  defined  in the standard), with an associated increase in the
carrying  amount of the related long-lived asset. The cost of the tangible long-
lived asset, including the asset retirement cost, is depreciated over the useful
life  of the asset. New Century adopted the new standard effective on January 1,
2003, as further discussed in Note 5.

For  New  Century,  asset  retirement  obligations  primarily  relate  to  the
abandonment  of  oil  and  gas producing facilities. The fair value of the asset
retirement  obligation  is  recognized  in  the period in which the liability is
incurred  if  a  reasonable estimate of fair value can be made. Asset retirement
obligations  include  costs  to  dismantle  and  relocate  wells  and  related
structures,  and restoration costs of land, including those leased. Depreciation
of  the  capitalized asset retirement cost and accretion of the asset retirement
obligation  are  recorded  over  time. The depreciation on the capitalized asset
will  generally be determined on a unit-of-production basis, while the accretion
of the liability will be recognized over the life of the producing assets.

Income  Taxes.  New Century recognizes deferred tax assets and liabilities based
on  differences  between  the  financial  reporting  and tax bases of assets and
liabilities  using  the  enacted  tax  rates and laws that are expected to be in
effect when the differences are expected to be recovered. New Century provides a
valuation  allowance  for  deferred  tax  assets  for which it does not consider
realization  of  such  assets  to  be  more  likely  than  not.

Loss  per Share. The basic net loss per common share is computed by dividing the
net  loss  by  the weighted average number of common shares outstanding. Diluted
net  loss  per  common share is computed by dividing the net loss adjusted on an
"as  if  converted"  basis,  by  the  weighted  average  number of common shares
outstanding plus potential dilutive securities. For the years ended December 31,
2004  and  2003,  potential  dilutive securities had an anti-dilutive effect and
were  not  included  in  the  calculation  of diluted net loss per common share.

                                       39

<PAGE>

Recent Accounting Pronouncements.   Century  does  not  expect  the adoption of
recently issued accounting pronouncements to have a significant  impact on  its
results of operations, financial position or cash flow.

NOTE 2 - OIL AND GAS PROPERTIES

On  February 2, 2004, New Century purchased a 100% working interest in the South
Sargent  Field  in  Matagorda  County,  Texas  from  two sellers for an adjusted
purchase  price  of  $1,318,492.  In  March  2004,  New  Century sold 20% of its
interest  in  this property to a third party. In July 2004, New Century sold 50%
of its interest in another property to a third party. The proceeds received from
these  two  sales totaled $359,953, realizing a total gain of $94,484 from these
sales.  In  the  March  2004  agreement,  the third party advanced an additional
$290,000  as  a  non-refundable deposit on the right to participate in specified
new  drilling  opportunities.

NOTE 3 - ADVANCES FROM INVESTORS

New  Century  receives  monies from investors for specific projects from time to
time.  As of December 31, 2004, $47,869 advanced by investors was being held for
repayment.

New  Century  repaid  $26,991  to  an investor in March 2004. As of December 31,
2004,  the  balance  owed  to  this  investor  was  $0.

NOTE 4 - DEBT

New  Century's  debt  and  production  payments  consist  of the following as of
December  31,  2004:

     Production payments due to Black Rock Energy Capital,
       repayable from various percentages from 25% - 60%
       of proceeds from the sale of oil and gas from all
       of New Century's Herrera, Wheeler, Hamill and Tenna
       wells, including interest at 18%                       $755,875

     Installment note payable to Wells Fargo Bank,
       repayable in 13 remaining equal monthly
       installments of $1,489, including 10% interest,
       no collateral                                            20,283
                                                              --------
                                                              $776,158
                                                              ========

NOTE 5 - ASSET RETIREMENT OBLIGATION

As  discussed  in  Note  1, New Century adopted SFAS No. 143 on January 1, 2003,
which  resulted  in  an increase in net oil and gas properties of $92,987 and an
increase in the asset retirement obligation of $139,468.

A summary of the changes in the asset retirement obligation during 2004 and 2003
is as follows:
                                                       2004            2003
Carrying amount of obligation at beginning of year $  181,473       $ 139,468
Liabilities incurred during the year                  113,291          29,325
Liabilities settled during the year                   (21,489)              -
Accretion expense                                      20,541          12,680
                                                     --------         -------
Carrying amount of obligation at end of year        $ 293,816       $ 181,473
                                                     ========        ========

<PAGE>

NOTE 6 - COMMITMENTS

New  Century's  office  lease  was  renewed in February 2004 and expires May 31,
2007.  Minimum  lease  payments  are due as follows: $18,060 in each of 2005 and
2006, and $7,525  in  2007.  Total rent expense for the years ended December 31,
2004 and 2003 was approximately $15,442 and $9,126, respectively.

NOTE 7 - PREFERRED STOCK

The  5,000  shares  of  Series  A  convertible  preferred  stock  outstanding is
convertible  at  the option of either the holder or New Century on March 5, 2005
into  1,500,000  shares  of common stock. As of December 31, 2004, none had been
converted.  New  Century is currently trying to negotiate with the holder of the
Series  A  convertible  preferred  stock  regarding  the  possible transfer of a
portion of the common stock issuable upon conversion of the Series A convertible
preferred  stock  to  extinguish  a  portion  of  New  Century's  debt.

NOTE 8 - COMMON STOCK

In  December  2004,  New  Century issued 1,099,107 shares of common stock to 148
investors, in connection with Offshore Subscription Agreements, in a transaction
not  registered  under  the  Securities  Act  of  1933. New Century received net
proceeds  of  $467,630  after  offering  costs  of  $63,070.

On  December  29,  2004,  New Century issued 5,550,000 shares of common stock to
three  individuals  for consulting services. The shares were valued at $0.70 per
share.

On  December  30, 2004, New Century entered into a Securities Purchase agreement
with a lender, in which the lender forgave $428,000 of debt owed in exchange for
856,000  shares  of  New  Century's  common  stock.


NOTE 9 - EMPLOYEE BENEFIT PLANS

401(k) Plan

As  a  result  of  the  Vertica  reverse merger, New Century assumed an employee
benefit  plan  under Section 401(k) of the Internal Revenue Code("401(k) plan").
The  401(k)  plan  is  available  to all full-time employees. Employees may make
contributions up to a specified percentage of their compensation. The Company is
not obligated to make contributions under the 401(k) plan.

2004 Directors, Officers and Consultants Stock Option, Common Stock  Warrant and
Stock Award Plan ("2004 Plan")

On December 8, 2004, New Century registered 9,700,000 shares of its common stock
for  its  2004 Plan. The aggregate number of shares that may be optioned subject
to  conversion  or  issued  under  the  2004 plan is 13,000,000 shares of common
stock,  warrants, options, preferred stock, or any combination thereof ("Company
Securities"). New Century's Board of Directors administers the 2004 Plan and has
sole discretionary authority to describe, authorize and designate the directors,
employees  and  consultants  who will be granted securities under the 2004 Plan.
5,550,000  shares  were  issued  under the 2004 Plan in 2004. As of December 31,
2004,  there  were  no options or warrants granted or outstanding under the 2004
Plan.

2002 Employee Stock Purchase Plan

Also in connection with the Vertica reverse merger, New Century assumed the 2002
Employee  Stock Purchase Plan ("2002 ESPP"), whereby New Century may issue up to
an  aggregate  of 70,000 shares of common stock to employees at 85% of the lower
of  fair  market  value of the common stock on the date of grant, except for 10%
shareholders  who  may  exercise options at no less than 110% of the fair market
value  of the shares on the date of grant. No shares of stock were granted under
the 2002 ESPP in 2004 and there were no options to purchase shares of the common
stock at December 31, 2004.

<PAGE>

2000 Employee Stock Purchase Plan

The  Vertica  reverse  merger  also provided for New Century's assumption of the
2000 Employee Stock Purchase Plan ("2000 ESPP") whereby New Century may issue up
to  an  aggregate  of  30,000  shares of common stock to employees at 85% of the
lower  of the fair market value of the common stock on the date of grant, except
for  10%  shareholders who may exercise options at no less than 110% of the fair
market value of the shares on the date of grant. No shares of stock were granted
under  the  2000  ESPP  in  2004 and there were no options to purchase shares of
common stock at December 31, 2004.


NOTE 10 - SUBSEQUENT EVENTS

In  January  2005, New Century entered into agreements to issue 2,050,000 shares
of  common  stock  to  three  individuals  for consulting services at a value of
$1,435,000.

In  January  2005,  the  Company  issued  an  additional  422,408  shares of the
Company's  restricted  common  stock to 45 investors in connection with offshore
subscription  agreements.

On  March  10, 2005, New Century entered into an agreement with its wholly owned
subsidiary,  ERC Solutions, Inc. ("ERC"), pursuant to which ERC agreed to assume
all  liabilities of New Century which New Century had at the time of the closing
of  the  reverse reorganization, and any other liabilities which are incurred by
New  Century  in  connection  with  the  business  of  ERC.   These  liabilities
Will  remain  on  the books of New Century  until the liabilities  are  paid  or
forgiven.

<PAGE>

NOTE 11 - RESTATEMENT OF FINANCIAL STATEMENTS

The Company has restated its 2004 and 2003 financial statements from the amounts
previously  reported.  The  restatements  include  adjustments to (a) record the
asset retirement obligation effective as of January 1, 2003 and the depreciation
and depletion and accretion expenses related thereto and (b) correct an error in
the  calculation of depreciation and depletion of certain oil and gas properties
in 2004. Following is a summary of the restatement adjustments:

                                            As                            As
                                         Reported      Adjustments     Restated
2004 Summary Balance Sheet:
  Current assets                       $  676,208                    $  676,208
  Office equipment (net)                    2,869                         2,869
  Oil and gas properties (net)          1,796,490      $   240,438    2,036,928
                                       ----------      -----------   ----------
    Total assets                       $2,475,567      $   240,438   $2,716,005
                                       ==========      ===========   ==========
  Current liabilities                  $1,809,121                    $1,809,121
  Asset retirement obligation                          $   293,816      293,816
  Stockholders' equity:
    Preferred stock                             5                             5
    Common stock                           45,488                        45,488
    Additional paid in capital          4,753,763                     4,753,763
    Retained deficit                   (4,132,810)     $   (53,378)  (4,186,188)
                                       ----------      -----------   ----------
    Total liabilities and stockholders'
      equity                           $2,475,567      $   240,438   $2,716,005
                                       ==========      ===========   ==========

                                            As                            As
                                         Reported      Adjustments     Restated
2004 Summary Statement of Operations:
  Total revenues                      $ 2,105,581       $       -   $ 2,105,581
                                       ----------      -----------   ----------
  Lease operating expense                 506,206          20,541       526,747
  Depreciation, depletion,
    amortization and impairment           397,132         (61,546)      335,586
  Other expenses                        5,234,798               -     5,234,798
                                       ----------      -----------   ----------
  Total expenses                        6,138,136      $  (41,005)    6,097,131
                                       ----------      -----------   ----------
    Net income (loss)                 $(4,032,555)     $   41,005   $(3,991,550)
                                       ==========      ===========   ==========

Basic and diluted loss per
  common share                            $(0.11)                       $(0.11)

2003 Summary Statement of Operations:
  Total revenues                      $   705,214      $        -   $   705,214
                                       ----------      -----------   ----------
  Lease operating expense                 210,853          12,680       223,533
  Depreciation, depletion,
    amortization and impairment           251,739          35,222       286,961
  Other expenses                          209,437               -       209,437
                                       ----------      -----------   ----------
  Total expenses                          672,029          47,902       719,931
  Income (loss) before cumulative effect
    of change in accounting principle      33,185         (47,902)      (14,717)
                                       ----------      -----------   ----------
  Cumulative Effect of Change In
    Accounting Principle                        -         (46,481)      (46,481)
                                       ----------      -----------   ----------
    Net income (loss)                 $    33,185      $  (94,383)  $   (61,198)
                                       ==========      ===========   ==========

Basic and diluted income (loss) per
  common share                             $0.00                        $(0.00)

<PAGE>


NOTE 12 - SUPPLEMENTAL OIL AND GAS INFORMATION  (Unaudited)

Capitalized Costs

Capitalized costs incurred in property acquisition, exploration, and development
activities as of December 31, 2004 are as follows:

  Proved properties                                                   2,567,777
  Unproved properties                                                    16,053
  Wells and related equipment and facilities                            213,939
                                                                     ----------
                                                                      2,797,769
  Less accumulated depreciation, depletion,
    amortization and impairment                                        (760,841)
                                                                     ----------
  Net capitalized costs                                               2,036,928
                                                                     ==========

Costs  incurred  for  property  acquisition,  exploration,  and  development
activities.

Acquisition of properties                          Year ended December 31, 2004
-Proved                                                             $ 1,110,338
-Unproved                                                                16,053
Exploration costs                                                        10,494
Development costs                                                       288,019
                                                                     ----------
Total costs incurred for property acquisition,
Exploration, and development activities                             $ 1,424,904
                                                                      =========



Reserve Information

The  following  estimates  of  proved  developed  reserve quantities and related
standardized  measure of discounted net cash flow are estimates only, and do not
purport  to  reflect  realizable  values  or fair market values of New Century's
reserves.  New  Century  emphasizes  that  reserve  estimates   are   inherently
imprecise.  Accordingly,  these  estimates  are  expected  to  change  as future
information  becomes  available.  All  of  New Century's reserves are located in
Texas  and  Louisiana,  which  are  considered  a  single  geographic  area.

                                       41

<PAGE>

Proved  reserves  are  estimated reserves of crude oil (including condensate and
natural  gas  liquids)  and  natural  gas  that  geological and engineering data
demonstrate  with  reasonable  certainty  to be recoverable in future years from
known  reservoirs  under  existing  economic  and  operating  conditions. Proved
developed  reserves  are  those expected to be recovered through existing wells,
equipment,  and  operating  methods.

The  standardized  measure  of  discounted  future net cash flows is computed by
applying  year-end  prices  of  oil and gas (with consideration of price changes
only to the extent provided by contractual arrangements) to the estimated future
production  of  proved  oil and gas reserves, less estimated future expenditures
(based  on year-end costs) to be incurred in developing and producing the proved
reserves, less estimated future income tax expenses (based on year-end statutory
tax  rates)  to  be  incurred  on  pretax  net  cash flows less tax basis of the
properties and available credits, and assuming continuation of existing economic
conditions. The estimated future net cash flows are then discounted using a rate
of  10  percent a year to reflect the estimated timing of the future cash flows.

<TABLE>
<CAPTION>

                                                   2004               2003
                                               Oil       Gas      Oil      Gas
                                             (MBbls)   (MMcf)   (MBbls)   (MMcf)
                                             -------   ------   ------    ------
<S>                                            <C>      <C>       <C>       <C>
Proved developed reserves
     Beginning  of  year                         118      107       50       110
     Revisions  of  previous  estimates           21      (33)
     Purchases  of  minerals  in  place            0     1284       91         0
     Production                                  (26)    (242)     (23)       (3)
                                             -------   ------   ------    ------
     End  of  the  year                          113     1116      118       107
                                             -------   ------   ------    ------

Standardized Measure of Discounted Future
  Net Cash Flows at December 31, 2004                                    (000's)
                                                                          ------
    Future cash inflows                                                  $10,310
    Future production costs                                              (3,234)
    Future development costs                                             (1,016)
    Future income tax expenses, at 34%                                   (2,060)
                                                                          ------
          Future gross cash flows                                          4,000

    Less:  10% annual discount for
          estimated  timing  of  cash  flows                             (1,577)
                                                                          ------
  Standardized measures of discounted future net cash flows
    relating to proved oil and gas reserves                               $2,423
                                                                          ======

The  following  reconciles  the change in the standardized measure of discounted
future  net  cash  flow  during  2004

Beginning of year                                                         $3,429
  Sales of oil and gas produced, net of production costs                 (1,714)
  Net changes in prices and production costs                                 208
  Improved recovery, less related costs                                      n/a
  Net changes in estimated future development costs                          n/a
  Revisions of previous quantity estimates                                   500
  Future income tax expense                                                    0
                                                                          ------
End of year                                                               $2,423
                                                                          ======

</TABLE>

                                       42

<PAGE>

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

     Effective  November  12,  2004, the client auditor relationship between the
Company  and   Randolph   Scott  and   Company,   Certified  Public  Accountants
("Scott")  ceased  as the former accountant was dismissed.   Effective  November
12,  2004, the Company engaged Malone & Bailey, PC, Certified Public Accountants
("Malone")  as  its  principal independent public accountant for the fiscal year
ended  December 31, 2004. The decision to change accountants was recommended and
approved  by  the  Company's  Board  of  Directors  on  November  12,  2004.


     Scott's report on the financial statements of the  Company for  the  fiscal
years  ended  December  31,  2002  and  December 31, 2003, and any later interim
period,  including  the   interim  period up  to  and  including  the  date  the
relationship  with  Scott  ceased,  did  not  contain  any adverse   opinion  or
disclaimer of opinion and was not qualified or modified as to uncertainty, audit
scope  or  accounting principles except for concerns about the Company's ability
to  continue  as  a  going  concern.

     In  connection  with the audit of the Company's fiscal years ended December
31,  2002  and  December  31,  2003, and any later interim period, including the
interim  period  up  to  and  including  the date the  relationship  with  Scott
ceased, there were no disagreements between Scott and the Company  on  a  matter
of  accounting  principles  or  practices,  financial  statement  disclosure, or
auditing  scope  or  procedure,  which  disagreement,  if  not  resolved  to the
satisfaction  of Scott   would   have  caused  Scott to make  reference  to  the
subject  matter  of  the  disagreement  in  connection  with  its  report on the
Company's  financial  statements.

     There  were  no  reportable  events  as  provided  in Item 304(a)(iv)(B) of
Regulation  S-B  during  the  Company's fiscal years ended December 31, 2002 and
December 31, 2003, and any later interim period, including the interim period up
to  and  including  the  date  the  relationship  with Scott  ceased.

     The  Company  authorized  Scott to respond fully to any  inquiries  of  any
new  auditors hired by the Company relating to their engagement as the Company's
independent  accountant.   The   Company   requested   that   Scott  review  the
disclosure  and Scott  was  given  an  opportunity to furnish the Company with a
letter  addressed  to  the Securities and Exchange Commission (the "Commission")
containing any new information, clarification of the Company's expression of its
views, or the respect in which it does not agree with the statements made by the
Company in its Form 8-K filed December 1, 2004. That letter was filed as exhibit
16.1  to  the  Company's Form 8-K filed with the Commission on December 1, 2004,
and  is  incorporated  herein  by  reference.

     The  Company  had not previously consulted with Malone regarding either (i)
the application of accounting principles to a specific completed or contemplated
transaction;  (ii)  the  type  of  audit  opinion  that might be rendered on the
Company's financial statements; or (iii) a reportable event (as provided in Item
304(a)(iv)(B)  of  Regulation  S-B)  during  the  Company's  fiscal  years ended
December 31, 2002 and December 31, 2003, and any later interim period, including
the  interim  period up to and including the date the relationship with Randolph
ceased.

ITEM 8A.  CONTROLS AND PROCEDURES



     (a)  Evaluation  of  disclosure  controls and procedures. Item 308(a)(3) of
Regulation  S-B  states  that  "Management is not permitted to conclude that the
small  business  issuer's internal control over financial reporting is effective
if  there  are  one  or  more material weaknesses in the small business issuer's
internal  control  over financial reporting." As a result of the restatements to
our  December  31,  2004  financial statements as disclosed herein and described
under  Footnote  11  to  our  restated  December  31, 2004 financials, our Chief
Executive  Officer and Principal Accounting Officer, can no longer conclude that
after  evaluating  the effectiveness of our "disclosure controls and procedures"
(as  defined  in  the  Securities  Exchange  Act  of  1934  Rules  13a-15(e) and
15d-15(e))  as  of  the end of the period covered by this Amended Report on Form
10-KSB,  that  our  disclosure controls and procedures were effective to provide
reasonable  assurance  that  information  we are required to disclose in reports
that we file or submit under the Exchange Act is recorded, processed, summarized
and  reported  within  the time periods specified in the Securities and Exchange
Commission  rules  and  forms,  and  that  such  information  is accumulated and
communicated  to our management, including our Chief Executive Officer and Chief
Financial  Officer, as appropriate, to allow timely decisions regarding required
disclosure.

     However,  the  Company  believes  that  this restatement, and the Company's
planned  restatement of its June 30, 2005 quarterly financial statements will be
a  one  time occurrence and that moving forward its Controls and Procedures will
once  again  be  effective as the Laurus convertible note accounting in the June
30,  2005  financials  involved  a  highly  complex  transaction  involving  an
"unconventional"  convertible note, and the Company does not anticipate entering
into  any  additional  complex financing transactions involving derivates in the
future;  the  Company  is utilizing the guidelines communicated to us by the SEC
after  various  communications regarding accounting for derivatives; and because
the  Company has, as of this fiscal year, added a certified public accountant to
its  accounting staff as well as additional outside certified public accountants
to manage and review the Company's accounting issues.


                                      43

<PAGE>

     (b) Changes in internal control  over financial reporting.  There  were  no
significant changes in our internal control over financial reporting during  the
last fiscal year and/or up to and including the  date of  this  filing  that  we
believe materially affected, or are reasonably  likely to materially affect, our
internal control over financial reporting.


ITEM 8B. OTHER INFORMATION.

     In  December  and  January  2005,  the  Company  entered  into six separate
consulting agreements (the "Consulting Agreements") with individuals, to provide
advice  and consulting services to the Company on certain business and financial
matters,  including   the  evaluation  of  the  Company's  business  development
activities,  which  include  major  geographic  and  service  expansion plans in
Europe.  In  connection with the Consulting Agreements, the Company issued these
six individuals an aggregate of 7,600,000 shares of the Company's S-8 registered
Common  Stock  in  March  2005.

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
     COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

DIRECTORS AND OFFICERS

The  Directors  and  Officers  of  the  Company  are  as  follows:

          NAME                    AGE               POSITION
          ----                    ---               --------
   Edward R. DeStefano             52          Chief Executive Officer,
                                               Chief Financial Officer,
                                               Secretary, Treasurer and Director

EDWARD R. DESTEFANO, Chief Executive Officer, Chief Financial Officer,
Secretary, Treasurer and Director

     Edward  R. DeStefano has served as the Chief Executive Officer and Director
of  the  Company  since  November 2, 2004. Mr. DeStefano has served as the Chief
Executive  Officer  of  Century  Resources,  Inc.,  the  Company's  wholly owned
subsidiary  since  the Exchange discussed above, since June 1985. From June 1981
to  June  1985  Mr.  DeStefano  served  as  the Director of Operations of Aracca
Petroleum  Corporation.  From  January  1976  to  June  1981,  Mr. DeStefano was
employed  as  an  exploration associate with Gulf Oil Corporation. Mr. DeStefano
obtained a Bachelors of Science degree from Ithaca College in 1975. He completed
additional course work in Energy Economics at the University of Houston in 1980.
Mr. DeStefano is a member of the Houston Geological Society, North Texas Oil and
Gas Association, Society of Petroleum Engineers, and the American Association of
Petroleum  Geologists.

     All Directors of the Company will hold office until the next annual meeting
of the shareholders, and until their successors have been elected and qualified.
Officers of the Company are elected by the Board of Directors and hold office at
the  pleasure  of  the  Board.

                                       44

<PAGE>

CHANGES IN THE COMPANY'S OFFICERS AND DIRECTORS

     On  November  2, 2004, Timothy S. Novak, R. Paul Gray, and William F. Mason
resigned  from  their  positions  as Directors of the Company. On that same day,
pursuant  to a written consent without meeting of the Board of Directors, Edward
R. DeStefano was appointed a Director to fill one of the vacancies on the Board.

     On  November 2, 2004, William F. Mason resigned from his positions as Chief
Executive Officer, Chief Financial Officer, and offices he held with the Company
and  Edward  R.  DeStefano  was appointed as Chief Executive Officer, Treasurer,
Secretary and Chief Financial Officer of the Company in his place, pursuant to a
written  consent  without  meeting  of  the  Board  of  Directors.

SECTION 16 (A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section  16(a)  of the securities Exchange Act of 1934, as amended, requires the
Company's  directors,  executive officers and persons who own more than 10% of a
class of the Company's equity securities which are registered under the Exchange
Act  to  file  with  the  Securities  and Exchange Commission initial reports of
ownership  and  reports  of  changes of ownership of such registered securities.
Such  executive  officers,  directors and greater than 10% beneficial owners are
required  by  Commission  regulation  to  furnish the Company with copies of all
Section  16(a)  forms  filed  by  such  reporting  persons.

To  the  Company's  knowledge,  based  solely  on a review of the copies of such
reports  furnished  to  the Company and on representations that no other reports
were  required,  no  person required to file such a report failed to file during
fiscal  2004.  Based on stockholder filings with the SEC, Edward R. DeStefano is
subject  to  Section  16(a)  filing  requirements.

ITEM 10. EXECUTIVE COMPENSATION

<TABLE>
<CAPTION>

                                                SUMMARY COMPENSATION TABLE
                                                --------------------------
                                                   ANNUAL COMPENSATION
                                                   -------------------
                                                Name & Principal Position

                                                              Other
                                                              Annual    Restricted                 LTIP    All Other
Name & Principal                                   Bonus      Compen-     Stock        Options    Payouts   Compen-
   Position             Year        Salary ($)      ($)       sation     Awards          SARs       ($)      sation
<S>                     <C>           <C>            <C>        <C>        <C>           <C>         <C>       <C>
Edward R. DeStefano     2004        70,500.00
CEO, CFO


William F. Mason(1)     2004          - 0 -                                - 0 -
CEO                     2003          - 0 -                                - 0 -
                        2002          - 0 -                                - 0 -


<FN>

*  Does not include perquisites and other personal benefits in amounts less than
10% of the total annual salary and other compensation.




(1) William F. Mason served as the Company's Chief Executive Officer and
President from October 19, 2001 to November 2, 2004.

</TABLE>

                                       45

<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

     The  following  table  sets   forth information as of March 22, 2005,  with
respect to the beneficial ownership of the common stock by (i) each director and
officer  of  the  Company,  (ii) all directors and officers as a group and (iii)
each  person  known  by the Company to own beneficially 5% or more of the common
stock:

           Name                  No. of shares            Percentage(1)
        ----------             -----------------           -------------
     Edward R. DeStefano            37,500,000                 78.2%
       5851 San Felipe
         Suite 775
     Houston Texas 77057

    All the officers                37,500,000                 78.2%
      and Directors
  as a group (1 person)


(1) Using 47,962,074 shares issued and outstanding as of March 22,2005, and not
including the voting rights of any outstanding shares of  Preferred  Stock,  or
314,415 shares of restricted Common Stock which the Company had agreed to issue
pursuant to Offshore Subscription Agreements, but which as of  March  22,  2005
had not been issued. The 314,415 shares were issued by the  Company  subsequent
to March 22, 2005.


CHANGES IN CONTROL

     The Company does not anticipate any changes in control of the Company.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Throughout  2003,  $85,955 was repaid to the Company's sole shareholder and
Chief  Executive  Officer,  Edward  R.  Destefano, in consideration of monies he
loaned  to  the  Company.

     Throughout  2004, $169,123 was repaid to the Company's sole shareholder and
Chief  Executive  Officer,  Edward  R.  DeStefano, in consideration of monies he
loaned  to  the  Company.

     In  October  2004, the Company loaned $5,000 which was non-interest bearing
to  Century  Assets  Corporation,  a Company owned solely by the Company's Chief
Executive Officer, Edward R. DeStefano which is not affiliated with the Company.
The  Company anticipates that the $5,000 will be repaid in the second quarter of
2005.

                                       46

<PAGE>

     In December 2004, the Company issued 37,500,000 shares of restricted Common
Stock to its Chief Executive Officer, Edward R. DeStefano, pursuant to the
Exchange.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  EXHIBITS

Exhibit No.           Description of Exhibit
----------            ----------------------

2.1(1)            Agreement and Plan of Reorganization
                      (without exhibits)*

3.1(2)            Articles of Incorporation

3.2(2)            Certificate of Amendment to Articles of Incorporation

3.3(3)            Certificate of Amendment to Articles of Incorporation

3.4(3)            Certificate of Amendment to Articles of Incorporation

3.5(3)            Certificate of Correction to be filed with the Colorado
                      Secretary of State

3.6(2)            Bylaws

10.1(4)           Securities Purchase Agreement

10.2(6)           Agreement with ERC Solutions, Inc.

10.3(6)           Subscription Agreement with Kitaro, Inc.

10.4(6)           Purchase and Sale & Exploration Agreement with Aquatic

10.5(6)           First Amendment of Purchase and Sale & Exploration
                  Agreement with Aquatic

16.1(5)           Letter from Randolph Scott and Company, Certified
                  Public Accountants

21.1(6)           Subsidiaries of the Company

31.1*             Certificate of the Chief Executive Officer and Chief
                  Financial Officer pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002

32.1*             Certificate of the Chief Executive Officer of Chief
                  Financial Officer pursuant to Section 906 of the Sarbanes-
                  Oxley Act of 2002

99.1(6)           Glossary of Oil and Gas Terms

                                       47
<PAGE>

(1)  Filed  as  exhibit  99  to  the  Form  8-K  filed  October  20,  2004,  and
incorporated  by  reference  herein.

(2)  Filed as exhibits 2.1, 2.2, and 2.3 to the Company's Form 10-SB, filed
January 7, 2000, and incorporated herein by reference.

(3)  Filed as exhibits 3.1, 3.2, and 3.3 to the Company's quarterly report for
the period ended September 30, 2004, and incorporated herein by reference.

(4)  Filed as exhibit 10.1 to the Company's Form 8-K filed January 6, 2005, and
incorporated herein by reference.

(5)  Filed as exhibit 16.1 to the Company's Form 8-K filed December 1, 2004,
and incorporated herein by reference.


(6)  Filed as exhibits to the Company's Form 10-KSB filed on March 31, 2005, and
incorporated herein by reference.


*     Filed herein

     (b)  REPORTS ON FORM 8-K

The  Company  filed the following reports on Form 8-K during the last quarter of
the  fiscal  period  covered  by  this  report:

          The Company filed a report on Form 8-K, on October 20, 2004, to report
     that  the  Company had entered into an Agreement and Plan of Reorganization
     with  Century  Resources,  Inc.,  a  Delaware  corporation  ("Century").

          The  Company  filed  a  report  on Form 8-K/A on November 19, 2004, to
     report  the  audited  financial  statements  of  Century  Resources,  Inc.

          The  Company filed a report on Form 8-K on December 1, 2004, to report
     that  effective  November 12, 2004, the client auditor relationship between
     the  Company  and  Randolph Scott and Company, Certified Public Accountants
     ("Randolph")  ceased  as the former accountant was dismissed, and effective
     November  12,  2004,  the  Company  engaged Malone & Bailey, PC,  Certified
     Public   Accountants   ("Malone")   as  its  principal  independent  public
     accountant  for  the  fiscal  year  ended  December  31,  2004.

The  Company  filed  the  following  reports  on Form 8-K subsequent to the last
quarter  of  the  fiscal  period  covered  by  this  report:

          The  Company  filed a report on Form 8-K on January 6, 2005, to report
     that  on  December 30, 2004, the Company entered into a Securities Purchase
     Agreement  with  Blackcap  Diamond  Fidelity  LP  LLLP,  a Delaware limited
     partnership  ("Blackcap"),  and  Omega  Capital  Opportunities  LP  LLLP, a
     Delaware limited liability partnership ("Omega"), and that in consideration
     for  the  Company issuing 214,000 restricted shares of the Company's common
     stock  to  Blackcap  and  642,000 restricted shares of the Company's common
     stock  to  Omega, Blackcap forgave a promissory note for $400,000 which was
     entered  into  between  Blackcap  and  the   Company's  subsidiary  Century
     Resources,  Inc.,  on  January  30,  2004.

                                       48

<PAGE>

     The Company filed a report on Form 8-K on February 16, 2005, to report that
the  Company  had  issued  an  aggregate  of  1,521,515 restricted shares of the
Company's Common Stock to an aggregate of 193 investors, pursuant to Regulation
S  of  the  Securities  Act  of  1933.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

     The  aggregate  fees billed for each of the fiscal years ended December 31,
2004 and 2003 for professional services rendered by the principal accountant for
the  audit  of  the  Company's annual financial statements and the review of the
financial  statements  included  in the registrant's Form 10-QSB or for services
that  are  normally  provided by the accountant in connection with statutory and
regulatory  filings  or engagements for those fiscal years was about $14,000 and
$37,000,  respectively.

AUDIT RELATED FEES

     Malone & Bailey, PC was not paid any additional fees by the Company for the
years  ended  December  31,  2004  and  2003  for assurance and related services
reasonably  related  to  the performance of the audit or review of the Company's
financial  statements.

TAX FEES

     Malone  & Bailey, PC was not paid any fees for the years ended December 31,
2004  and 2003 for professional services rendered for tax compliance, tax advice
and  tax  planning.

ALL OTHER FEES

     Malone & Bailey, PC was paid no other fees for professional services during
the  years  ended  December  31,  2004  and  2003.

                                       49

<PAGE>

                                   SIGNATURES

     In accordance with Section 13 or 15(d) of the Securities  Exchange  Act  of
1934, the Registrant  caused  this  report to  be signed  on its  behalf  by the
undersigned, thereunto duly authorized.

                                           NEW CENTURY ENERGY CORP.


DATED: December 7, 2005

                                       By: /s/ Edward R. DeStefano
                                           ------------------------
                                           Edward R. DeStefano
                                           Chief Executive Officer

     In accordance with the Securities Exchange Act of 1934, this report  has
been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.

NAME     TITLE                         DATE

/s/ Edward R. DeStefano     Chief Executive Officer,     December 7, 2005
----------------------      Chief Financial Officer,
Edward R. DeStefano         and Director

                                       50

<PAGE>