An
Exhibit List can be found on page II-6.
Registration
No. 333- 144702
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
Amendment
No. 2
to
FORM
SB-2
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
NEW
CENTURY COMPANIES, INC.
(Name
of
small business issuer)
Delaware
|
|
3541
|
|
06-10345787
|
(State
or other jurisdiction
|
|
(Primary
standard
|
|
(IRS
employer
|
of
incorporation)
|
|
industrial
code number)
|
|
identification
number)
|
9835
Santa Fe Springs Road
Santa
Fe
Springs, CA 90670
(562)
906-8455
(Address
and telephone number of principal executive offices
and
principal place of business)
David
Duquette, President
9835
Santa Fe Springs Road
Santa
Fe
Springs, CA 90670
(562)
906-8455
(Name,
address and telephone number of agent for service)
Copies
to:
Marc
Ross, Esq.
Marcelle
S. Balcombe, Esq.
Sichenzia
Ross Friedman Ference LLP
1065
Avenue of the Americas, 21st Floor.
New
York,
New York 10018
(212)
930-9700 (212) 930-9725 (fax)
APPROXIMATE
DATE OF PROPOSED SALE TO THE PUBLIC:
From
time
to time after this Registration Statement becomes effective.
If
any
securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: x
If
this
Form is filed to register additional securities for an offering pursuant to
Rule
462(b) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. o
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. o
If
this
Form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. o
If
delivery of the prospectus is expected to be made pursuant to Rule 434, please
check the following box. o
EXPLANATORY
NOTE:
This
Amendment No.2 to the Registration Statement on Form SB-2 amends the
Registration Statement on Form SB-2 (File No. 333-144702) to include Exhibit
5.1
and to update the signature page under Part II of this Amendment No.2 to the
Registration Statement on Form SB-2 of New Century Companies, Inc.
INFORMATION
NOT REQUIRED IN PROSPECTUS
ITEM
24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our
Articles of Incorporation, as amended and restated, provide to the fullest
extent permitted by the corporate law of the State of Nevada, that our directors
or officers shall not be personally liable to us or our shareholders for damages
for breach of such director's or officer's fiduciary duty. The effect of this
provision on our Articles of Incorporation, as amended and restated, is to
eliminate our rights and our shareholders (through shareholders' derivative
suits on behalf of our company) to recover damages against a director or officer
for breach of the fiduciary duty of care as a director or officer (including
breaches resulting from negligent or grossly negligent behavior), except under
certain situations defined by statute. We believe that the indemnification
provisions in our Articles of Incorporation, as amended, are necessary to
attract and retain qualified persons as directors and officers.
Our
By
Laws also provide that the Board of Directors may also authorize the Company
to
indemnify our employees or agents, and to advance the reasonable expenses of
such persons, to the same extent, following the same determinations and upon
the
same conditions as are required for the indemnification of and advancement
of
expenses to our directors and officers. As of the date of this Registration
Statement, the Board of Directors has not extended indemnification rights to
persons other than directors and officers.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933
may
be permitted to directors, officers or persons controlling us pursuant to the
foregoing provisions, or otherwise, we have been advised that in the opinion
of
the Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable.
ITEM
25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The
following table sets forth an itemization of all estimated expenses, all of
which we will pay, in connection with the issuance and distribution of the
securities being registered:
NATURE
OF EXPENSE AMOUNT
|
|
$
|
91.01
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|
ACCOUNTING
FEES AND EXPENSES
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|
$
|
5,000
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*
|
LEGAL
FEES AND EXPENSES
|
|
$
|
40,000
|
*
|
MISCELLANEOUS
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|
$
|
4,908.99
|
*
|
|
|
$
|
50,000
|
|
*
Estimated.
PREFERRED
STOCK
In
June
2006, holders of the Company's Preferred C converted 1,200 shares into 20,000
shares of common stock. There were no other transactions related to preferred
stock.
COMMON
STOCK
Related
to Motivated Minds Convertible Note
In
connection with the initial issuance of the Motivated Minds convertible note
on
February 15, 2006, the Company issued 30,000 shares of common stock to the
note
holder. The proceeds of the note were allocated to the common shares using
Relative Fair Value allocation method in accordance with APB No.14, resulting
in
debt discount of approximately $9,600, which was amortized over the life of
the
Note.
On
March
7, 2006, in connection with the Motivated Minds convertible note dated February
15, 2006, the Company issued 30,000 restricted shares of common stock to
Motivated Minds for extension of the maturity date of $300,000 of principal
balance of the note until May 15, 2006. The common stock was recorded at the
estimated fair value of the common stock on the date of the transaction totaling
approximately $18,900, which was amortized as interest expense over three
months.
On
April
25, 2006, the Company issued 9,091 shares of common stock for conversion of
$6,000 of interest due on Motivated Minds Note. The common stock conversion
price was recorded at $0.66 in accordance with the terms of the convertible
note
agreement.
On
May
15, 2006, the Company issued 10,227 shares of common stock for conversion of
$6,750 of interest due on Motivated Minds Note. The common stock conversion
price was recorded at $0.66 in accordance with the terms of the convertible
note
agreement.
On
July
25, 2006, in connection with the Motivated Minds convertible note dated February
15, 2006, the Company issued 45,000 restricted shares of common stock to
Motivated Minds for extension of the maturity date of $150,000 of principal
balance of the note until August 16, 2006, and the remaining principal balance
of $150,000 of the note until October 16, 2006. The common stock was recorded
at
the estimated fair value of the common stock on the date of the transaction
totaling approximately $23,400, which was amortized as interest expense over
three months.
On
November 14, 2006, in connection with the Motivated Minds convertible note
dated
February 15, 2006, the Company issued 30,000 restricted shares of common stock
to Motivated Minds for extension of the maturity date of $150,000 of principal
balance of the note until December 16, 2006. The common stock was recorded
at
the estimated fair value of the common stock on the date of the transaction
totaling approximately $6,000, which was expensed immediately as interest
expense.
Related
to CAMOFI Secured Convertible Note
In
connection with the initial issuance of the CAMOFI secured convertible
note on
February 28, 2006, the Company issued 250,000 shares of common stock to
Ascendiant Securities LLC. The common stock was recorded at the estimated fair
value of the common stock on the date of the transaction totaling approximately
$157,500, which was recorded as deferred financing cost and is amortized over
3
years, the life of the note. As of December 31, 2006, a total of $43,750 was
amortized to interest expense.
Other
In
February 2007, the Company issued 150,000 shares of common stock valued at
$60,000 (based on the market price of the shares on the date the services were
completed in accordance with EITF 96-18) to a third party for investor marketing
services under a one month contract.
In
February 2007, the Company issued 100,000 shares of common stock valued at
$36,000 (based on the market price of the shares on the date the services were
completed in accordance with EITF 96-18) to a third party for financial
consulting services under a 13 day contract.
In
February 2007, the Company issued 300,000 shares of common stock valued at
$126,000 (based on the market price of the shares on the date the services
were
completed in accordance with EITF 96-18) to a third party for investor relation
services under a one month contract .
All
the
above three contracts were recorded as public company expense in the quarter
ended March 31, 2007 in the accompanying consolidated statements of
operations.
In
May
2007, the Company issued 100,000 shares of common stock valued at $70,000 (based
on the market price of the shares) to a third party for public investor
relations services under one year contract. The common stock was recorded at
the
estimated fair value of the common stock on the date of the transaction and
is
amortized over the life of the agreement.
In
June
2007, the Company issued 300,000 shares of common stock valued at $210,000
(based on the market price of the shares) to a third party for internet public
investor relations services under a three year contract. The common stock was
recorded at the estimated fair value of the common stock on the date of the
transaction and is amortized over the life of the agreement.
In
June
2007, the Company issued 15,000 shares of common stock valued at $10,500 (based
on the market price of the shares) to a third party for public investor
relations services under a 90 days contract. The common stock was recorded
at
the estimated fair value of the common stock on the date of the transaction
and
is amortized over the life of the agreement.
In
June
2007, the Company issued 75,000 shares of common stock valued at $52,500 (based
on the market price of the shares) to a third party for corporate consulting
and
market services under a 6 months contract. The common stock was recorded at
the
estimated fair value of the common stock on the date of the transaction and
is
amortized over the life of the agreement.
In
June
2007, the Company` Board of Directors approved issuance of 675,000 shares of
common stock as a conversion of principal and interest due on 12% Senior Secured
Convertible debt. The shares were recorded on June 2007 in the issued and
outstanding number of common shares, and were issued in July 2007.
During
March 2006, the Company paid $900,000 in cash and issued 250,000 shares of
restricted common stock to one of its creditors to settle $750,000 outstanding
principal balance and $291,050 accrued interest on two defaulted notes payable.
The Company recorded the stock at fair value (estimated based on the trading
price of the Company's stock on the date of grant) totaling $157,500. The value
of the stock issued and the cash paid exceeded the value of the amount of the
outstanding debt and accrued interest by approximately $17,000. Such amount
which was recorded as a loss on debt extinguishment.
In
July
2006, the Company issued 100,000 shares of common stock valued at $41,000 (based
on the market price of the shares) to a third party for corporate finance and
investor relations services under a one month contract. The common stock was
recorded at the estimated fair value of the common stock on the date of the
transaction and expensed immediately.
In
December 2006, the Company issued 150,000 shares of common stock valued at
$28,500 (based on the market price of the shares) to a third party for public
relations consulting services under a 14 day contract. The common stock was
recorded at the estimated fair value of the common stock on the date of the
transaction and approximately $28,500. At December 31, 2006, In accordance
with
the EITF 96-18, the Company performed a recalculation of the deferred consulting
fees based on the fair value stock price at the ending of reporting period,
and
adjusted the fees to $31,500. The additional $3,000 difference was recorded
as
deferred consulting fees and is being amortized over the remaining term of
the
contract. At December 31, 2006, the remaining deferred consulting fees under
this contract totaled $9,000.
On
October 11, 2005, the Company issued 100,000 shares of restricted common stock
to a consultant for corporate finance and investor relations services under
a
one year consulting agreement. The Company recorded the fair value of the common
stock (based on the trading price of the Company's stock on the date of
issuance) totaling $41,000 as deferred consulting fees and is amortizing such
amount over the twelve month term of the agreement. Due to a significant
increase of the Company’s stock price from issuance to the date when the
services were deemed completed, at December 31, 2005, in accordance with the
EITF 96-18, the Company performed a recalculation of the deferred consulting
fees based on the December 31, 2005 fair value stock price, and adjusted the
fees to $62,000. The additional $21,000 difference was recorded as deferred
consulting fees and was amortized over the remaining term of the contract.
At
December 31, 2005, the remaining deferred consulting fees under this contract
totaled $49,083. At December 31, 2006, the remaining deferred consulting fees
under this contract were amortized entirely during the year.
On
October 26, 2005, the Company issued 100,000 shares of restricted common stock
to a consultant for corporate finance and investor relations services under
a
one year consulting agreement. The Company recorded the fair value of the
transaction (based on the trading price of the Company's stock on the date
of
issuance $42,000 as deferred consulting fees and was amortizing such amount
over
the twelve month term of the agreement. Due to a significant increase of the
Company’s stock price from issuance to the date when the services were deemed
completed, at December 31, 2005, in accordance with the EITF 96-18, the Company
performed a recalculation of the deferred consulting fees based on the December
31, 2005 fair value stock price, and adjusted the fees to $62,000. The
additional $20,000 difference was recorded as deferred consulting fees and
was
amortized over the remaining term of the contract. At December 31, 2005, the
remaining deferred consulting fees under this contract totaled $50,633. At
December 31, 2006, the remaining deferred consulting fees under this contract
were amortized entirely during the year.
On
October 27, 2005, the Company issued 300,000 shares of restricted common stock
to a consultant for corporate finance and investor relations services under
a
one year consulting agreement. The Company recorded the fair value of the common
stock (based on the trading price of the Company's stock on the date of
issuance) totaling $132,000 as deferred consulting fees and is amortizing such
amount over the twelve month term of the agreement. Due to a significant
increase of the Company’s stock price from issuance to the end of the reporting
period, in accordance with the EITF 96-18, the Company performed a recalculation
of the deferred consulting fees based on the December 31, 2005 fair value stock
price, and adjusted the fees to $186,000. The additional $54,000 difference
was
recorded as deferred consulting fees and was amortized over the remaining term
of the contract. At December 31, 2005, the remaining deferred consulting fees
under this contract totaled $155,000. On November 1, 2006, the date the services
were completed, in accordance with the EITF 96-18, the Company performed a
recalculation of the deferred consulting fees based on the fair value stock
price at the completion of contract, and adjusted the deferred consulting fees
to $60,000. The remaining deffered consulting fees were fully amortized in
2006.
In
December 2005, the Company issued 75,000 shares of common stock to a consultant
for consulting services. However, the management inadvertently did not record
the transaction. In December 2006, the Company recorded issuance of the 75,000
shares of common stock. The common stock was recorded at the estimated fair
value of the common stock on the date of the transaction and approximately
$14,250 was expensed immediately.
WARRANTS
In
February 2006, the Company issued 454,545 warrants shares of common stock to
the
holder of the note in connection with the issuance of the Motivated Minds
convertible note dated February 15, 2006. The Warrants are exercisable at a
price of $0.66 per share and expire on February 14, 2011. Also, the Company
issued an aggregate of 45,454 warrants shares of common stock to the Placement
Agents and their assignees. The warrants are exercisable at a price of $.66
per
share and expire on February 14, 2011. (See Note 6).
In
February 2006, the Company issued 3,476,190 warrants shares of common stock
to
the holder of the note in connection with the issuance of the CAMOFI
convertible note dated February 28, 2006. The Warrants are exercisable at a
price of $0.63 per share and will expire on February 28, 2011. Also, the Company
issued an aggregate of 722,539 warrants to the Placement Agent and its assignee.
The warrants are exercisable at a price of $.63 per share and expire on February
28, 2011. (See Note 6).
In
March
2006, the Company issued 150,000 warrants valued at $127,500 (estimated using
a
Black-Scholes option pricing model on the dates of grant) to a third party
for
consulting services under an agreement to write an Executive Informational
Overview and 4 quaterly updates. The Company recorded the fair value of the
common stock totaling $127,500 as deferred consulting fees and amortized such
amount over the twelve month term of the agreement. In accordance with the
EITF
96-18, the Company performed a recalculation of the deferred consulting fees
based on the December 31, 2006 fair value stock price, and adjusted the fees
to
$31,500. The $96,000 difference was recorded as a decrease in deferred
consulting fees.
On
December 19, 2006, the Company entered into an Amended and Restated Registration
Rights Agreement (the “Amendment”) with CAMOFI. Pursuant to the Amendment,
CAMOFI agreed to waive any liquidated damages accrued prior to the date of
the
Amendment. An aggregate of 1,500,000 warrants valued at $300,000 (based on
the
stock trading price on the date of grant in accordance with EITF 96-18) were
issued to the Noteholder as a consideration of the Amendment. The warrants
are
exercisable at a price of $.35 per share and expire on December 19, 2013. (See
Note 6).
The
foregoing were issued in reliance upon an exemption from the registration
requirements of the Securities Act of 1933, as amended, (the “Act”) for the
private placement of the securities discussed above, pursuant to Section 4(2)
of
the Act and/or Regulation D promulgated thereunder.
The
following exhibits are included as part of this Form SB-2. References to "the
Company" in this Exhibit List mean New Century Companies, Inc.
EXHIBIT
NUMBER
|
|
DESCRIPTION
|
2.1
|
|
Share
Exchange Agreement dated as of December 18, 2000. (1)
|
|
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|
3.1
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|
Certificate
of Incorporation as filed with the Delaware Secretary of State, as
amended.(2)
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3.2
|
|
Certificate
of Amendment to the Certificate of Incorporation as filed with the
Delaware Secretary of State.(3)
|
|
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3.2
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|
Bylaws.
(2)
|
|
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|
5.1
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|
Sichenzia
Ross Friedman Ference LLP Opinion and Consent (filed
herewith)
|
|
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10.1
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|
Agreement
and Plan of Merger, dated as of May 25, 2003, by and among
Internetmercado.com, Inc., New Century Remanufacturing, Inc., New
Century
Acquisition Corporation, David Duquette and Josef Czikmantori;
(4)
|
|
|
Series
A Convertible Note issued to Motivated Minds, LLC dated February
28, 2006
(6)
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|
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10.3
|
|
Common
Stock Purchase Warrants issued to Motivated Minds, LLC dated February
28,
2006 (6)
|
|
|
|
10.4
|
|
Registration
Rights Agreement dated February 15, 2006 (6)
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|
|
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10.5
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|
Securities
Purchase Agreement between New Century Companies, Inc. and CAMOFI
Master
LDC (5)
|
|
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10.6
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12%
Senior Secured Convertible Note issued by New Century Companies,
Inc. in
favor of CAMOFI Master LDC (5)
|
|
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10.7
|
|
Common
Stock Purchase Warrant issued to CAMOFI Master LDC (5)
|
|
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10.8
|
|
Registration
Rights Agreement between New Century Companies, Inc. and CAMOFI Master
LDC
(5)
|
|
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|
10.9
|
|
Escrow
Agreement between New Century Companies, Inc., CAMOFI Master LDC
and
Katten Muchin Rosenman LLP, as Escrow Agent (5)
|
|
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|
10.10
|
|
Security
Agreement between New Century Companies, Inc. and its current and
future
subsidiaries on the one hand, and CAMOFI Master LDC on the other
hand
(5)
|
|
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10.11
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Subsidiary
Guarantee provided by all current and future subsidiaries of New
Century
Companies, Inc. to CAMOFI Master LDC (5)
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|
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10.12
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|
Lock-up
Agreement with certain shareholders of New Century Companies, Inc.
(5)
|
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10.13
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Allonge
to Series A Convertible Note dated August 8, 2006 (8)
|
|
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10.14
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Amendment
to Registration Rights Agreement dated August 8, 2006
(8)
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10.15
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|
Amended
and Restated Registration Rights Agreement dated December 19, 2006
(7)
|
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10.16
|
|
Common
Stock Purchase Warrants issued to Motivated Minds, LLC dated December
19,
2006 (7)
|
|
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10.17
|
|
Amended
and Restated Registration Rights Agreement dated May 1,
2007(9)
|
|
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10.18
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|
July
18, 2007 CAMOFI Master LDC’ waiver of right to require registration of 33%
of New Century Companies, Inc’ outstanding stock , (10)
|
|
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|
10.19
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|
Placement
Agent agreement with Ascendiant Securities, LLC dated January 26,
2006
(9)
|
|
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21.1
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Subsidiaries
of the Company (6).
|
|
|
|
23.1
|
|
Consent
of Squar, Milner, Peterson, Miranda, & Williamson, LLP (filed
herewith)
|
|
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23.2
|
|
Consent
of Sichenzia Ross Friedman Ference LLP (See Exhibit
5.1)
|
(1)
|
|
Incorporated
herein by reference from the Company's filing on Form 8-K filed on
August
23, 2000.
|
|
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|
(2)
|
|
Incorporated
by reference to Exhibit 2.1 the Company's Registration Statement
on Form
C-18, filed on August 14, 1980.
|
|
|
|
(3)
|
|
Incorporated
by reference to 8-K filed June 4, 2003
|
|
|
|
(4)
|
|
Incorporated
by reference to the Exhibit 2.1 of the 8-K filed June 4,
2003.
|
|
|
|
(5)
|
|
Incorporated
by reference to the Company’s Form 8-K filed on March 13,
2006
|
|
|
|
(6)
|
|
Incorporated
by reference to the Company’s Form SB-2 Registration Statement filed on
June 8, 2006
|
|
|
|
(7)
|
|
Incorporated
by reference to the Company’s Form 8-K filed on December 26,
2006
|
|
|
|
(8)
|
|
Incorporated
by reference to the Company’s Registration Statement on Form SB-2 filed on
January 23, 2007
|
|
|
|
(9)
|
|
Incorporated
by reference to the Company’s Registration Statement on Form SB-2 filed on
May 31, 2007
|
|
|
|
(10)
|
|
Incorporated
by reference to the Company’s Registration Statement on Form SB-2 filed on
July 19, 2007
|
ITEM
28. UNDERTAKINGS.
The
undersigned registrant hereby undertakes to:
(1)
File,
during any period in which offers or sales are being made, a post-effective
amendment to this registration statement to:
(i)
Include any prospectus required by Section 10(a)(3) of the Securities Act of
1933, as amended (the "Securities Act");
(ii)
Reflect in the prospectus any facts or events which, individually or together,
represent a fundamental change in the information in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of the securities offered would not exceed
that which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) under the Securities Act
if,
in the aggregate, the changes in volume and price represent no more than a
20%
change in the maximum aggregate offering price set forth in the "Calculation
of
Registration Fee" table in the effective registration statement,
and
(iii)
Include any additional or changed material information on the plan of
distribution.
(2)
For
determining liability under the Securities Act, treat each post-effective
amendment as a new registration statement of the securities offered, and the
offering of the securities at that time to be the initial bona fide
offering.
(3)
File
a post-effective amendment to remove from registration any of the securities
that remain unsold at the end of the offering.
(4)
For
determining liability of the undersigned small business issuer under the
Securities Act to any purchaser in the initial distribution of the securities,
the undersigned small business issuer undertakes that in a primary offering
of
securities of the undersigned small business issuer pursuant to this
registration statement, regardless of the underwriting method used to sell
the
securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned
small
business issuer will be a seller to the purchaser and will be considered to
offer or sell such securities to such purchaser:
(i)
Any
preliminary prospectus or prospectus of the undersigned small business issuer
relating to the offering required to be filed pursuant to Rule 424;
(ii)
Any
free writing prospectus relating to the offering prepared by or on behalf of
the
undersigned small business issuer or used or referred to by the undersigned
small business issuer;
(iii)
The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned small business issuer or its
securities provided by or on behalf of the undersigned small business issuer;
and
(iv)
Any
other communication that is an offer in the offering made by the undersigned
small business issuer to the purchaser.
(
5) For
determining any liability under the Securities Act, treat each post-effective
amendment that contains a form of prospectus as a new registration statement
for
the securities offered in the registration statement, and that offering of
the
securities at that time as the initial bona fide offering of those
securities.
In
the
event that a claim for indemnification against such liabilities (other than
the
payment by the registrant of expenses incurred or paid by a director, officer
or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
(6)
Each
prospectus filed pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements relying on Rule
430B
or other than prospectuses filed in reliance on Rule 430A , shall be deemed
to
be part of and included in the registration statement as of the date it is
first
used after effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into
the
registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such first
use,
supersede or modify any statement that was made in the registration statement
or
prospectus that was part of the registration statement or made in any such
document immediately prior to such date of first use.
SIGNATURES
In
accordance with the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form SB-2 and authorizes this amendment no. 2 to
the
registration statement to be signed on its behalf by the undersigned, in the
City of Santa Fe Springs, State of California, on November 9, 2007.
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New
Century Companies, Inc.
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By:
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/s/
David
Duquette
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David
Duquette
Chief
Executive Officer and Chief Financial Officer (Principal
Executive
Officer, Principal Financial and Accounting
Officer)
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In
accordance with the requirements of the Securities Act of 1933, this amendment
no. 2 to the registration statement was signed by the following persons in
the
capacities and on the dates stated.
Signature
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Title
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Date
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/s/
David Duquette
David
Duquette
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Chief
Executive Officer
Chief
Financial Officer and Director (Principal Executive Officer, Principal
Financial and Accounting Officer)
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November
9, 2007
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/s/
Josef Czikmantori
Josef
Czikmantori
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Secretary
and Director
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November
9, 2007
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