<PAGE>

                      U.S. SECURITIES EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  FORM 10-QSB

(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

( )  TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For Quarter Ended:                                    Commission File Number:
  March 31, 2002                                                0-7722

                          NEW CENTURY COMPANIES, INC.
--------------------------------------------------------------------------------
            (Exact name of Registrant as specified in its charter)


          DELAWARE                                        061034587
-------------------------------             ------------------------------------
(State or other jurisdiction of             (IRS Employer Identification Number)
incorporation or organization)


                          9835 Santa Fe Springs Road
                          Santa Fe Springs, CA 90670
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                        (Zip Code)

                                (562) 906-8455
--------------------------------------------------------------------------------
             (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to filing requirements
for the past 90 days.

                                Yes  X  No ___
                                    ---

The number of shares of Common Stock, par value $.10 per share, outstanding as
of March 31, 2002 is 4,960,527.

Transitional Small Business Disclosure Format (check one):  Yes ___  No  X
                                                                        ---
<PAGE>

                          NEW CENTURY COMPANIES, INC.

                             INDEX TO FORM 10-QSB

                                March 31, 2002



ITEM 1.  FINANCIAL STATEMENTS


                                                     NEW CENTURY COMPANIES, INC.
                                                                  AND SUBSIDIARY
                                                                        CONTENTS
                                                      March 31, 2002 (unaudited)
--------------------------------------------------------------------------------


                                                             Page
CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

<S>                                                         <C>
  Consolidated Balance Sheet                                1 - 2

  Consolidated Statements of Operations                       3

  Consolidated Statements of Cash Flows                     4 - 5

  Notes to Consolidated Financial Statements                6 - 11
</TABLE>

                                       2
<PAGE>

                                                     NEW CENTURY COMPANIES, INC.
                                                                  AND SUBSIDIARY
                                                      CONSOLIDATED BALANCE SHEET
                                                      March 31, 2002 (unaudited)
--------------------------------------------------------------------------------

                                     ASSETS
<TABLE>
<CAPTION>

Current assets
<S>                                                       <C>
  Cash                                                    $   16,670
  Contracts receivable                                       347,563
  Costs in excess of billings on contracts in progress       155,664
  Inventory                                                1,498,618
  Prepaid expenses and other current assets                   25,716
                                                          ----------

       Total current assets                                2,044,231

Property and equipment, net                                  771,291
Deposits                                                     259,177
                                                          ----------

          Total assets                                    $3,074,699
                                                          ==========
</TABLE>

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

                                       3
<PAGE>

                                                     NEW CENTURY COMPANIES, INC.
                                                                  AND SUBSIDIARY
                                                      CONSOLIDATED BALANCE SHEET
                                                      March 31, 2002 (unaudited)
--------------------------------------------------------------------------------

                     LIABILITIES AND SHAREHOLDERS' DEFICIT
<TABLE>
<CAPTION>
Current liabilities
<S>                                                                  <C>
  Book overdraft                                                     $    96,788
  Notes payable, net of discount of $53,000                              419,910
  Current portion of capital lease obligations                            51,237
  Accounts payable                                                     1,291,039
  Accrued expenses                                                       271,559
  Billings in excess of costs and estimated earnings on
     contracts in progress                                             1,167,821
                                                                     -----------

       Total current liabilities                                       3,298,354

Capital lease obligations, net of current portion                         35,889
                                                                     -----------

          Total liabilities                                            3,334,243
                                                                     -----------

Commitments and contingencies

Shareholders' deficit
  Cumulative, convertible, Series B preferred stock, $1 par value
     15,000,000 shares authorized
     44,900 shares issued and outstanding                                 44,900
  Common stock, $0.10 par value
     6,000,000 shares authorized
     4,960,527 shares issued and outstanding                             496,053
  Additional paid-in capital                                           1,420,927
  Treasury stock, at cost, 7,750 shares                                   (7,750)
  Subscription receivable                                             (1,087,500)
  Loans to shareholders                                                 (433,345)
  Deferred consulting fees                                               (41,000)
  Accumulated deficit                                                   (651,829)
                                                                     -----------

       Total shareholders' deficit                                      (259,544)
                                                                     -----------

            Total liabilities and shareholders' deficit              $ 3,074,699
                                                                     ===========
</TABLE>

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

                                       4
<PAGE>

                                                     NEW CENTURY COMPANIES, INC.
                                                                  AND SUBSIDIARY
                                           CONSOLIDATED STATEMENTS OF OPERATIONS
                                            For the Three Months Ended March 31,
===============================================================================
<TABLE>
<CAPTION>
                                                                  2002         2001
                                                              ----------   ----------
                                                              (unaudited)  (unaudited)
<S>                                                           <C>          <C>
Net sales                                                     $1,343,810   $1,200,937
Contract costs                                                 1,049,631    1,135,035
                                                              ----------   ----------
Gross profit                                                     294,179       65,902
Operating expenses                                               397,999      130,704
                                                              ----------   ----------
Loss from operations                                            (103,820)     (64,802)
Other expense
  Interest expense, net                                          (67,714)     (10,033)
                                                              ----------   ----------
Loss before provision for income taxes                          (171,534)     (74,835)
Provision for income taxes                                         1,630            -
                                                              ----------   ----------
Net loss                                                        (173,164)     (74,835)
Preferred stock dividends                                         56,125            -
                                                              ----------   ----------
Net loss attributable to common shareholders                  $ (229,289)  $  (74,835)
                                                              ==========   ==========
Basic and diluted loss attributable to common shareholders
  per common share                                            $    (0.05)  $    (0.04)
                                                              ==========   ==========
Weighted-average number of common shares used to
  compute basic and diluted loss attributable to common
  shareholders per share                                       4,942,749    1,761,156
                                                              ==========   ==========
</TABLE>

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

                                       5
<PAGE>

                                                      NEW CENTURY COMPANIES, INC
                                                                  AND SUBSIDIARY
                                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                                            For the Three Months Ended March 31,
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  2002         2001
                                                               ---------    ---------
                                                              (unaudited)  (unaudited)
<S>                                                           <C>          <C>
Cash flows from operating activities
 Net loss                                                      $(173,164)   $ (74,835)
 Adjustments to reconcile net loss to net cash
  provided by (used in) operating activities
   Depreciation and amortization of property and equipment        57,448       45,218
   Amortization of consulting fees                               114,031            -
   Amortization of discount on notes payable                      53,000            -
   Interest income                                               (17,916)           -
   (Increase) decrease in
     Contracts receivable                                        (41,387)     191,500
     Cost in excess of billings on contracts in progress         (49,110)         190
     Inventory                                                  (305,414)    (202,078)
     Prepaid expenses and other current assets                    90,133       24,324
   Increase (decrease) in
     Accounts payable                                            193,566      272,536
     Accrued expenses                                            (43,826)     (73,210)
     Billings in excess of costs and estimated earnings on
      contracts in progress                                      246,237     (284,558)
                                                               ---------    ---------

Net cash provided by (used in) operating activities              123,598     (100,913)
                                                               ---------    ---------

Cash flows from investing activities
 Loans to officers                                                     -      (56,721)
 Purchases of property and equipment                            (121,425)           -
                                                               ---------    ---------

Net cash used in investing activities                           (121,425)     (56,721)
                                                               ---------    ---------

Cash flows from financing activities
 Bank overdraft                                                    8,709        5,865
 Payments on notes payable                                       (24,102)     (29,333)
 Payments on capital lease obligations                           (13,874)     (14,767)
                                                               ---------    ---------

Net cash used in financing activities                            (29,267)     (38,235)
                                                               ---------    ---------

Net decrease in cash                                             (27,094)    (195,869)

Cash, beginning of period                                         43,764      224,218
                                                               ---------    ---------

Cash, end of period                                            $  16,670    $  28,349
                                                               =========    =========
</TABLE>

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

                                       6
<PAGE>

                                                     NEW CENTURY COMPANIES, INC.
                                                                  AND SUBSIDIARY
                                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                                            For the Three Months Ended March 31,
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                         2002        2001
                                                        -------   ----------
                                                     (unaudited)  (unaudited)
<S>                                                  <C>          <C>
Supplemental disclosures of cash flow information

 Interest paid                                          $14,713   $   10,033
                                                        =======   ==========

 Income taxes paid                                      $ 1,630   $        -
                                                        =======   ==========
</TABLE>

Supplemental schedule of non-cash financing activities
During the three months ended March 31, 2002, the Company entered into the
following non-cash transactions:

..  converted 12,000 shares of preferred stock into 20,000 shares of common
   stock, reflecting an increase of $10,000 to additional paid-in capital

..  acquired $6,449 of property and equipment under capital lease obligations

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

                                       7
<PAGE>

                                                     NEW CENTURY COMPANIES, INC.
                                                                  AND SUBSIDIARY
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                      March 31, 2002 (unaudited)
--------------------------------------------------------------------------------

NOTE 1 - NATURE OF BUSINESS

     General
     -------
     New Century Companies, Inc., a California corporation, was incorporated
     March 1996 and is located in Southern California. The Company (as defined
     in Note 3) provides after-market services, including rebuilding,
     retrofitting, and remanufacturing of metal cutting machinery. Once
     completed, a remanufactured machine is "like new" with state-of-the-art
     computers, and the cost to the Company's customers is approximately 40% to
     50% of that of a new machine.

     The Company currently sells its services by direct sales and through a
     network of machinery dealers across the United States. Its customers are
     generally medium- to large-sized manufacturing companies in various
     industries where metal cutting is an integral part of their businesses. The
     Company grants credit to its customers who are predominately located in the
     western United States.

     Stock Split
     -----------
     On November 26, 2001, the Company authorized a one-for-10 reverse stock
     split.  All share and per share data have been retroactively restated to
     reflect the split.

     Merger with InternetMercado.com, Inc.
     -------------------------------------
     On May 25, 2001, the Company entered into a merger agreement (the
     "Agreement") in which the Company was merged with InternetMercado.com, Inc.
     ("InternetMercado"). In accordance with the terms of the Agreement, the
     following conversions occurred:

     .  Each issued and outstanding share of common stock of the new entity's
        newly formed, wholly owned subsidiary was converted into one share of
        the Company's common stock.

     .  Each share of the Company's common stock was converted into shares of
        InternetMercado's common stock, par value $0.10 per share (the
        "InternetMercado Shares") at the rate of 83.33 InternetMercado Share for
        each of the Company's shares amounting to an aggregate 1,500,000
        InternetMercado Shares.

     The transaction has been accounted for as a reverse acquisition, whereby
     the Company is the accounting acquirer, and the equity section has been
     restated to reflect the Company's current capital structure.

     Name Change
     -----------
     In June 2001, the Company's name was changed from InternetMercado.com, Inc.
     to New Century Companies, Inc.

                                       8
<PAGE>

                                                     NEW CENTURY COMPANIES, INC.
                                                                  AND SUBSIDIARY
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                      March 31, 2002 (unaudited)
--------------------------------------------------------------------------------

NOTE 2 - GOING CONCERN

     The financial information included in these financial statements is
     unaudited, but, in the opinion of management, reflects all normal recurring
     adjustments necessary for a fair presentation of the results for the
     interim periods. The interim results of operations and cash flows are not
     necessarily indicative of those results and cash flows for the entire year.
     These financial statements should be read in conjunction with the financial
     statements and notes to the financial statements contained in the Annual
     Report on Form 10-KSB for the year ended December 31, 2001 of the Company.


NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Principles of Consolidation
     ---------------------------
     The consolidated financial statements include the accounts of New Century
     Companies, Inc. and its wholly owned subsidiary, New Century
     Remanufacturing (collectively, the "Company"). All significant intercompany
     accounts and transactions have been eliminated in consolidation.

     Interim Unaudited Financial Information
     ---------------------------------------
     The unaudited financial information furnished herein reflects all
     adjustments, consisting only of normal recurring adjustments, which in the
     opinion of management, are necessary to fairly state the Company's
     financial position, the results of operations, and cash flows for the
     periods presented. The results of operations for the three months ended
     March 31, 2002 are not necessarily indicative of results for the entire
     fiscal year ending December 31, 2002.

     The information with respect to the three months ended March 31, 2002 and
     2001 is unaudited.

     Revenue Recognition
     -------------------

     Service Revenue
     Service revenues are billed and recognized in the period the services are
     rendered.

     Method of Accounting for Long-Term Contracts
     The Company uses the percentage-of-completion method of accounting to
     account for long-term contracts and, therefore, take into account the cost,
     estimated earnings, and revenue to date on fixed-fee contracts not yet
     completed. The percentage-of-completion method is used because management
     considers total cost to be the best available measure of progress on the
     contracts. Because of inherent uncertainties in estimating costs, it is at
     least reasonably possible that the estimates used will change within the
     near term.

                                       9
<PAGE>

                                                     NEW CENTURY COMPANIES, INC.
                                                                  AND SUBSIDIARY
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                      March 31, 2002 (unaudited)
--------------------------------------------------------------------------------

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Revenue Recognition (Continued)
     -------------------

     Method of Accounting for Long-Term Contracts (Continued)
     The amount of revenue recognized at the statement date is the portion of
     the total contract price that the cost expended to date bears to the
     anticipated final cost, based on current estimates of cost to complete. It
     is not related to the progress billings to customers. Contract costs
     include all materials, direct labor, machinery, subcontract costs, and
     allocations of indirect overhead.

     Because long-term contracts extend over one or more years, changes in job
     performance, changes in job conditions, and revisions of estimates of cost
     and earnings during the course of the work are reflected in the accounting
     period in which the facts that require the revision become known. At the
     time a loss on a contract becomes known, the entire amount of the estimated
     ultimate loss is recognized in the financial statements.

     Contracts that are substantially complete are considered closed for
     financial statement purposes. Revenue earned on contracts in progress in
     excess of billings (underbillings) is classified as a current asset.
     Amounts billed in excess of revenue earned (overbillings) are classified as
     a current liability.

     Inventory
     ---------
     Inventory is comprised primarily of work in process and is valued at the
     lower of cost (first-in, first-out method) or market. Cost components
     include material, direct labor, machinery, subcontracts, and allocations of
     indirect overhead.

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

                                       10
<PAGE>

                                                     NEW CENTURY COMPANIES, INC.
                                                                  AND SUBSIDIARY
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                      March 31, 2002 (unaudited)
--------------------------------------------------------------------------------

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Income Taxes (Continued)
     ------------
     As of April 30, 2001, the Company's federal filing status was changed from
     "S" corporation to "C" corporation status. Under its "S" corporation
     status, any profits or losses in the Company were passed on to its
     shareholders and were not taxed at the corporate level. Taxes recorded on
     the accompanying financial statements are only those for the period from
     May 1, 2001 through March 31, 2002 and may not be indicative of future tax
     provisions.

     The pro forma effects of taxes as if the Company had been taxed as a "C"
     corporation during the three months ended March 31, 2002 and 2001 would not
     have an effect on pro forma basic and diluted loss per share as a full
     valuation allowance was made on the deferred tax benefit.

     Loss per Share
     --------------
     Loss per share is presented according to SFAS No. 128, "Earnings Per
     Share." Basic loss per share excludes dilution and is computed by dividing
     net loss available to common shareholders by the weighted-average number of
     common shares outstanding for the period. Diluted loss per share reflects
     the potential dilution that could occur if securities or other contracts to
     issue common stock were exercised or converted into common stock. The
     components of basic and diluted loss per share for the three months ended
     March 31, 2002 and 2001 were as follows:

<TABLE>
<S>                                                          <C>          <C>
                                                                2002         2001
                                                             ----------   ----------
                                                             (unaudited)  (unaudited)
          Numerator
            Net loss                                         $ (173,164)  $  (74,835)
                                                             ==========   ==========

          Denominator
            Weighted-average number of common shares
               outstanding during the period                  4,942,749    1,761,156
            Assumed exercised stock options and
               warrants outstanding                                   *            -
            Assumed conversion of cumulative, convertible
               Series B preferred stock                               *            -
                                                             ----------   ----------

                  Common stock and common stock
                    equivalents used for diluted
                    income per share                          4,942,749    1,761,156
                                                             ==========   ==========
</TABLE>

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

                                       11
<PAGE>

                                                     NEW CENTURY COMPANIES, INC.
                                                                  AND SUBSIDIARY
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                      March 31, 2002 (unaudited)
--------------------------------------------------------------------------------

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Reclassifications
     -----------------
     Certain amounts included in the prior period financial statements have been
     reclassified to conform with the current year presentation. Such
     reclassification did not have any effect on reported net loss.

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

     Recent Issued Accounting Pronouncement
     --------------------------------------
     In April 2002, the Financial Accounting Standards Board ("FASB") issued
     SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment
     of FASB Statement No. 13, and Technical Corrections." SFAS No. 145 updates,
     clarifies, and simplifies existing accounting pronouncements. This
     statement rescinds SFAS No. 4, which required all gains and losses from
     extinguishment of debt to be aggregated and, if material, classified as an
     extraordinary item, net of related income tax effect. As a result, the
     criteria in APB No. 30 will now be used to classify those gains and losses.
     SFAS No. 64 amended SFAS No. 4 and is no longer necessary as SFAS No. 4 has
     been rescinded. SFAS No. 44 has been rescinded as it is no longer
     necessary. SFAS No. 145 amends SFAS No. 13 to require that certain lease
     modifications that have economic effects similar to sale-leaseback
     transactions be accounted for in the same manner as sale-lease
     transactions. This statement also makes technical corrections to existing
     pronouncements. While those corrections are not substantive in nature, in
     some instances, they may change accounting practice. The Company does not
     expect adoption of SFAS No. 145 to have a material impact, if any, on its
     financial position or results of operations.

NOTE 4 - CONTRACTS IN PROGRESS

     Contracts in progress as of March 31, 2002 were as follows:

<TABLE>
<S>                                          <C>
          Cumulative costs to date           $ 1,402,940
          Cumulative gross profit to date      1,370,428
                                             -----------

          Cumulative revenue earned            2,773,368
          Less progress billings to date       3,785,525
                                             -----------

            Net overbillings                 $(1,012,157)
                                             ===========
</TABLE>

                                      12
<PAGE>

                                                     NEW CENTURY COMPANIES, INC.
                                                                  AND SUBSIDIARY
                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                      March 31, 2002 (unaudited)
--------------------------------------------------------------------------------

NOTE 4 - CONTRACTS IN PROGRESS (Continued)

     The following is included in the accompanying balance sheet under these
     captions as of March 31, 2002:

<TABLE>
<S>                                                             <C>
          Costs and estimated earnings on contracts in
            progress in excess of billings                                         $   155,664
          Billings in excess of costs and estimated earnings
            on contracts in progress                                                 1,167,821
                                                                                   -----------

               Net overbillings                                                    $(1,012,157)
                                                                                   ===========
</TABLE>

NOTE 5 - LOANS TO SHAREHOLDERS

     As of March 31, 2002, the Company had loans to certain of its shareholders
     for $433,345, which bear interest at 5% per annum. There is not a specified
     maturity date, and it is the Company's and shareholders' intention not to
     reduce the balance before December 31, 2002. For the three months ended
     March 31, 2002 and 2001, total interest income from loans to shareholders
     was $5,417 and $5,188, respectively.


NOTE 6 - SHAREHOLDERS' EQUITY

     The Company has 15,000,000 authorized shares of cumulative, convertible
     Series B preferred stock. The preferred shares have a cumulative dividend
     of $1.25 per share, which is payable on a semi-annual basis, are
     convertible into 1.67 shares of the Company's common stock, and do not have
     any voting rights. As of March 31, 2002, 44,900 shares were issued and
     outstanding, and accumulated dividends amounted to $56,125 for the three
     months ended March 31, 2002. Cumulative dividends attributable to the
     Company since May 25, 2001 were $449,248. During the three months ended
     March 31, 2002, 12,000 preferred shares were converted into 20,000 common
     shares.


NOTE 7 - RELATED PARTY TRANSACTIONS

     The Company received a $1,000,000 subscription receivable from employees in
     exchange for 4,000,000 shares of the Company's common stock. The notes bear
     interest at 6% per annum. The principal and accrued interest are payable in
     May 2002, with an option to extend the due date for one year in return for
     an increase in the interest rate to 10% per annum.

                                      13
<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS.

OVERVIEW

     On May 25, 2001, the Registrant acquired all of the outstanding capital
stock of New Century Remanufacturing, Inc. in exchange for 1,500,000 shares of
the Registrant's common stock.  For accounting purposes, this acquisition will
be treated as a recapitalization of New Century Remanufacturing, Inc. with New
Century Remanufacturing, Inc. as the acquirer.  Therefore following is a
discussion of the results of operations of New Century Remanufacturing, Inc.

PLAN OF OPERATIONS

     The loss of New Century Remanufacturing for the three-month period ended
March 31, 2002 was higher than March 31, 2001 as a result of business
interruption due to management decision to move in to a larger facility. The
goal of these expenditures was to position New Century as a leading manufacturer
and remanufacturer of large horizontal and vertical turning machines. New
Century has completed the majority of this current development effort and
expects limited resources to be devoted to this area in the next fiscal year.

     The Company's current strategy is to expand its customer sales base with
its present line of machine products. Plans for expansion are expected to be
funded through current working capital from ongoing sales. However, significant
growth will require additional funds in the form of debt or equity, or a
combination thereof. However, there can be no assurance these funds will be
available.

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

RESULTS OF OPERATIONS

  REVENUE AND GROSS PROFIT MARGIN

     The Company generated revenues of $1,343,810 for the three-month ended
March 31, 2002, which was a $142,873 or 11% increase from $1,200,937 in the
corresponding period in 2001. This increase was primarily generated by shipments
from its back log of sales.

     Gross profit for the three-month period ended March 31, 2002, was $294,179
or 22% of revenue, compared to $65,902, in the corresponding period in 2001, an
increased by $228,277. The increase was primarily due to improved productivity
in manufacturing.

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

                                      14
<PAGE>

     Interest expense for the three-month period ended March 31, 2002, increased
to $67,714, compared to $10,033 for the period ended March 31, 2001, primarily
due to amortization of the discount relating to the warrants on a short term
loan obtained in December 2001.

OPERATING EXPENSES

     Operating expenses increased by $267,295 or 205%, from $130,704 for the
three month period ended March 31, 2001 to $397,999 for the corresponding period
in 2002. This was due primarily to costs associated to the company's transfer to
a larger facility and expenses associated with the May 2001 merger.

NET INCOME/LOSS AND EARNING PER SHARE

     Net loss was $173,164 for the three-month period ended March 31, 2002
compared to a net loss of $74,835 for the corresponding period in 2001. The
increase was attributable to costs associated with the May 2001 merger and the
cost incurred by moving to a new location.

     Loss per share for the three-month period ended March 31, 2002 increase by
$0.01, from $0.04 for the three month period ended March 31, 2001 to $0.05 for
the corresponding period in 2002.

  LIQUIDITY AND CAPITAL RESOURCES

     The decrease in cash for the three month period ended March 31, 2002 was
$27,094, from $28,349 in March 31, 2001 to $16,670 in period ended March 31,
2001.

     The Company used the $123,598 cash generated from operating activities to
pay the leasehold improvements relating to the new warehouse, new office space
and the machine moving expenses incurred on the transfer to the new facility and
the cost attributable with the May 2001 merger.

The Company intends to pursue external financing sources to meet the cash
requirement of its ongoing operations. Management is currently seeking to raise
additional funding in the form of equity or debt, or a combination thereof.
However, there is can be no guarantee that it will raise sufficient capital to
execute its business plan. To the extent that the Company is unable to raise
sufficient capital, the Company's business plan will be required to be
substantially modified and its operations curtailed. These conditions raise
substantial doubt about the Company's ability to continue as a going concern.
the Company's continuation as a going concern is dependent upon its ability to
ultimately attain profitable operations, generate sufficient cash flow to meet
its obligations, and obtain additional financing as may be required.


RECENT ACCOUNTING PRONOUNCEMENTS

     In June 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement
Obligations.  This statement applies to legal obligations associated with the
retirement of long-lived assets that result from the acquisition, construction,
development, and/or the normal operation of long-lived assets, except for
certain obligations of lessees.  This statement is not applicable to the
Company.

     In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment
or Disposal of Long-Lived Assets. This statement addresses financial accounting
and reporting for the impairment or disposal of long-lived assets. This
statement replaces SFAS No. 121, Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed of, the accounting and reporting
provisions of APB No. 30, Reporting the Results of Operations - Reporting the
Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual, and
Infrequently Occurring Events and Transactions, for the disposal of a segment of
a business, and amends Accounting Research Bulletin No. 51, Consolidated
Financial Statements, to eliminate the exception to consolidation for a
subsidiary for which control is likely to be temporary. The adoption of SFAS No.
144 has not had a material impact, if any, on its financial position or results
of operations.

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

                                      15
<PAGE>

     In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements
No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections.
SFAS No. 145 updates, clarifies, and simplifies existing accounting
pronouncements. This statement rescinds SFAS No. 4, which required all gains and
losses from extinguishments of debt to be aggregated and if material, classified
as an extraordinary item, net of related income tax effect. As a result, the
criteria in APB No. 30 will now be used to classify those gains and losses. SFAS
No. 64 amended SFAS No. 4 and is no longer necessary as SFAS No. 4 has been
rescinded. SFAS No. 44 has been rescinded as it is no longer necessary. SFAS No.
145 amends SFAS No. 13 to require that certain lease modifications that have
economic effects similar to sale-leaseback transactions be accounted for in the
same manner as sale-lease transactions. This statement also makes technical
corrections to existing pronouncements. While those corrections are not
substantive in nature, in some instances, they may change accounting practice.
This statement is not applicable to the Company.

CRITICAL ACCOUNTING POLICIES

     Our discussion and analysis of our financial conditions and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance with generally accepted accounting principles in the
United States.  The preparation of financial statements require management to
make estimates and judgments that affect the reported amounts of assets and
liabilities, revenues and expenses and disclosures on the date of the financial
statements.  On an on-going basis, we evaluate our estimates, including, but not
limited to, those related to revenue recognition.  We use authoritative
pronouncements, historical experience and other assumptions as the basis for
making judgements.  Actual results could differ from those estimates.  We
believe that the following critical accounting policies affect our more
significant judgments and estimates in the preparation of our consolidated
financial statements.

     Revenue Recognition

     Service Revenue
     Service revenues are billed and recognized in the period the services are
     rendered.

     Method of Accounting for Long-Term Contracts
     The Company uses the percentage-of-completion method of accounting to
     account for long-term contracts and, therefore, take into account the cost,
     estimated earnings, and revenue to date on fixed-fee contracts not yet
     completed.  The percentage-of-completion method is used because management
     considers total cost to be the best available measure of progress on the
     contracts.  Because of inherent uncertainties in estimating costs, it is at
     least reasonably possible that the estimates used will change within the
     near term.

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

                                      16
<PAGE>

     The amount of revenue recognized at the statement date is the portion of
     the total contract price that the cost expended to date bears to the
     anticipated final cost, based on current estimates of cost to complete.  It
     is not related to the progress billings to customers.  Contract costs
     include all materials, direct labor, machinery, subcontract costs, and
     allocations of indirect overhead.

     Because long-term contracts extend over one or more years, changes in job
     performance, changes in job conditions, and revisions of estimates of cost
     and earnings during the course of the work are reflected in the accounting
     period in which the facts that require the revision become known.  At the
     time a loss on a contract becomes known, the entire amount of the estimated
     ultimate loss is recognized in the financial statements.

     Contracts that are substantially complete are considered closed for
     financial statement purposes.  Revenue earned on contracts in progress in
     excess of billings (underbillings) is classified as a current asset.
     Amounts billed in excess of revenue earned (overbillings) are classified as
     a current liability.


INFLATION AND CHANGING PRICES

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

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

                                      17
<PAGE>

                          PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings

          None.

Item 2.   Changes in Securities and Use of Proceeds.

          None.

Item 3.   Defaults Upon Senior Securities

          None.

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

          None.

Item 5.   Other Information

          None.

Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits:

               None

          (b)  Reports on Form 8-K:

               None.

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<PAGE>

                                  SIGNATURES

     In accordance with the requirements of the Exchange Act, the Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Dated: May 16, 2002

                                       NEW CENTURY COMPANIES, INC.


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

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

                                      19