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, 2007





[  
      ]
            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)





1770 St. James Place, Suite
380, Houston, Texas 77056


(Address
of principal executive offices)





5851 San Felipe, Suite 775,
Houston Texas 77057


(Former
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





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes [   ] No [X].





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. [X]




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes [ ] No [X].





The
issuer's revenues for the most recent fiscal year ended December 31, 2007 were
$13,683,913.





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 24, 2008, was approximately $554,770.





As of
March 31, 2008, the issuer had 56,010,612 shares of common stock, $0.001 par
value per share outstanding ("Common Stock"),





Documents
Incorporated by Reference:





Form
10-KSB for the small business issuer as originally filed on April 7,
2008.





Transitional
Small Business Disclosure Format:





Yes
[   ] No [X]





EXPLANATORY
NOTE








This
Amendment No. 1 on Form 10-KSB/A to the Annual Report on
Form 10-KSB for the year ended December 31, 2007 of the Registrant
which was originally filed with the Securities and Exchange Commission on
April 7, 2008 (the “Original Filing”) is being filed to amend or include
certain disclosures contained in Item 8A. Controls and Procedures.




As
a result of this Amendment No.1, new certifications pursuant to Section 302
and Section 906 of the Sarbanes-Oxley Act of 2002 have been executed and
filed as of the date of this Amendment No. 1 on
Form 10-KSB/A.




Except
for the amended disclosure contained herein, this Form 10-KSB/A does not
modify or update other disclosures in, or exhibits to, the Original Filing which
are incorporated by reference herein.




ITEM
8A.  CONTROLS AND PROCEDURES




(a)          
As of December 31, 2007, we carried out an evaluation, under the
supervision and with the participation of our management, including our Chief
Executive Officer and our Principal Financial Officer, of the design and
operation of our disclosure controls and procedures to ensure that
information  required to be disclosed in the reports we file under the
Exchange Act were recorded, processed, summarized and reported, within the time
periods specified in the Commission’s rules and forms and to ensure that
information required to be disclosed was accumulated and communicated to our
management as appropriate to allow timely decisions regarding required
disclosure. As a result of this evaluation, we concluded that our
disclosure controls and procedures were not effective to ensure that information
required to be disclosed in the reports we file under the Exchange Act were
recorded, processed, summarized and reported, within the time periods specified
in the Commission’s rules and forms and that such disclosure controls and
procedures were not effective to ensure that information required to be
disclosed was accumulated and communicated to our management as appropriate to
allow timely decisions regarding required disclosure.  Our disclosure
controls and procedures were determined not to be effective because of our
failure to file the proper management report (included below) on internal
control over financial reporting in our initial Report on Form 10-KSB
filing.




(b) Management’s
      Annual Report on Internal Control over Financial
  Reporting




Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting is
defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act
as a process designed by, or under the supervision of, a company’s principal
executive and principal financial officers and effected by a company’s board of
directors, management and other personnel to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles. Our internal control over financial reporting includes
those policies and procedures that: (i) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of our assets; (ii) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of consolidated financial
statements in accordance with generally accepted accounting principles, and that
our receipts and expenditures are being made only in accordance with
authorizations of our management and directors; and provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of our assets that could have a material effect on the
consolidated financial statements.




Our
management conducted an evaluation of the effectiveness of our internal control
over financial reporting based on the framework in Internal Control — Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Based on this evaluation under the framework in Internal Control —
Integrated Framework, our management concluded that our internal control over
financial reporting was effective as of December 31, 2007.




This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management’s report in this annual
report.




(c) Changes
      in Internal Control over Financial
Reporting




There
were no changes in our internal control over financial reporting that occurred
during our most recent fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.


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ITEM
13.  EXHIBITS











Exhibit Number
            
            Name and/or Identification of Exhibit31.1*
            
            Certificate
      of the Chief Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200231.2*
            
            Certificate
      of the Chief Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200232.1*
            
            Certificate
      of the Chief Executive Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 200232.2*
            
            Certificate
      of the Chief Financial Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002









* Filed
herewith.


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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: 
      October 21, 2008
            By:
            /s/  Edward R.
      DeStefanoEdward
      R. DeStefano
              Chief
      Executive Officer
              (Principal
      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
              Edward
      R. DeStefano
            
            Chief
      Executive Officer
              (Principal
      Executive Officer)
            
            October
      21, 2008Secretary,
      Treasurer and Director/s/ Ken ClevelandKen
      Cleveland
            
            Chief
      Financial Officer
              (Principal
      Accounting Officer)
            
            October
      21, 2008


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