Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Amendment
no. 1
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 6, 2009
NEW
CENTURY COMPANIES, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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000
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09459
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06-1034587
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
Number)
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9831 Romandel
Ave.
Santa
Fe Springs, California 90670
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (562) 906-8455
Not
applicable
(Former
name or former address, if changed since last report.)
ITEM
4. CHANGES IN REGISTRANT’S CERTIFYING
ACCOUNTANT
The Board
of Directors of New Century Companies, Inc. (the “Company”) approved
the engagement of KMJ Corbin & Company LLP (“KMJ”) as the Company’s
independent registered public accounting firm.
Also, on
August 6, 2009, the Board of Directors resolved to dismiss Squar, Milner,
Peterson, Miranda & Williamson, LLP (“Squar”) as the Company’s independent
registered public accounting firm, and Squar was notified of this action on
August 6, 2009.
During
the fiscal years ended December 31, 2008 and December 31, 2007, and the
subsequent interim period through August 6, 2009, the Company had (i) no
disagreements, within the meaning of Item 304(a)(1)(iv) of Regulation S-K, with
Squar on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, any of which that, if not resolved
to Squar’s satisfaction, would have caused it to make reference to the subject
matter of any such disagreement in connection with its reports for such years
and interim period and (ii) no reportable events within the meaning of Item
304(a)(1)(v) of Regulation S-K, except as described in “A” and “B” immediately
below:
A.
Material weaknesses in internal control over financial reporting (“ICFR”)
related to:
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(1)
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Not
effectively implementing comprehensive entity-level internal
controls,
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(2)
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Not
having sufficient personnel with appropriate training and experience in
accounting principles generally accepted in the United States of
America,
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(3)
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Not
adequately segregating the duties of certain accounting personnel due to
an insufficient complement of
staff,
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(4)
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Not
implementing financial controls that were properly designed to meet the
control objectives and address all risks of the processes and/or the
applicable assertions of the significant
accounts,
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(5)
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Due
to the material weaknesses identified in its entity level controls, the
Company did not test whether its financial activity level controls or its
information technology general controls were operating sufficiently to
identify a significant deficiency in the Company’s ICFR, or a combination
of such deficiencies, that may result in a reasonable possibility that a
material misstatement of the Company’s consolidated financial statements
would not be prevented or detected on a timely
basis.
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These
material weaknesses in ICFR are more fully described in Item 9A(T) of the
Company’s Annual Report on Form 10-K for the year ended December 31,
2008.
B. March
31, 2009 Form 10-Q:
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(1)
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The
Form 10-Q for the three-month period ended March 31, 2009 was filed by the
Company on May 20, 2009 before Squar had completed its review of the
Company’s unaudited condensed consolidated financial statements, and the
filing did not contain any disclosure that Squar had not completed such
review.
As
disclosed in the Company’s current report on Form 8-K, as filed on August
17, 2009, the Company determined that the Company’s unaudited condensed
consolidated financial statements for the three-month period ended
March 31, 2009 need to be restated, which will be reviewed by KMJ
before an amended Form 10-Q is
filed.
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The
Company has authorized Squar to respond fully to the inquiries of KMJ concerning
any matter.
Squar’s
reports on the Company’s consolidated financial statements for the fiscal years
ended December 31, 2008, and December 31, 2007 do not contain any adverse
opinion or disclaimer of opinion, nor are they qualified or modified as to
uncertainty, audit scope, or accounting principles but contained an explanatory
paragraph expressing substantial doubt about our ability to continue as a going
concern and a consistency paragraph regarding restatement of the following
audited/unaudited consolidated financial statements of the Company: for each of
the quarters during the nine-month period ended September 30, 2008, for the year
ended December 31, 2007, for each of the quarters during the nine-month period
ended December 31, 2007, for the year ended December 31, 2006 and for each of
the quarters during the nine-month period ended December 31, 2006. The
restatement referenced in the preceding sentence also affected the results of
operations for the fourth quarter of calendar 2007 and 2006.
During
the fiscal years ended December 31, 2008 and December 31, 2007, and the
subsequent interim period through August 6, 2009, neither the Company nor anyone
on its behalf has consulted with KMJ regarding (i) the application of accounting
principles to a specific transaction, either completed or proposed, (ii) the
type of audit opinion that might be rendered on the Company’s consolidated
financial statements, (iii) any matter that was the subject of a disagreement of
the type described in Item 304(a)(1)(iv) of Regulation S-K, or (iv) any
reportable event within the meaning of Item 304(a)(1)(v) of Regulation
S-K.
In
accordance with Item 304(a)(3) of Regulation S-K, the Company has provided Squar with a
copy of this disclosure. Exhibit 16 attached hereto is a copy of
Squar’s letter dated August
18, 2009.
ITEM
9. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
A list of
exhibits required to be filed as part of this report is set forth in the Index
to Exhibits, which immediately precedes such exhibits, and is incorporated
herein by reference.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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NEW CENTURY COMPANIES,
INC.
(Registrant)
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Date: August
19, 2009
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By:
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/s/
DAVID DUQUETTE
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President
and Chief Executive Officer
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INDEX TO
EXHIBITS
Exhibit
Number
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Description
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16
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Letter
from Squar, Milner, Peterson, Miranda & Williamson, LLP addressed
to the United States Securities and Exchange
Commission.
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