UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31,September 30, 2009
 
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
 
Commission file number: 000-09459
 
NEW CENTURY COMPANIES, INC.
(Exact name of registrant as specified in its charter)
 
Delaware061034587
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)
 
98359831 Romandel Ave.
Santa Fe Springs, CA 90670
 (Address of principal executive offices)
 
(562) 906-8455
(Registrant’s telephone number, including area code)
 
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
 
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 such filing requirements for the past 90 days.  Yes   No x
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  o    No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Large accelerated filerAccelerated filer
Non-accelerated filer
Smaller reporting company x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o¨  No x
 
As of May 18,November 5, 2009, the Company had 15,344,65421,045,500 shares of common stock, $0.10 par value, issued and outstanding.
  


NEW CENTURY COMPANIES, INC.

INDEX

  Page No.
PART I - FINANCIAL INFORMATION  
   
Item 1. Financial Statements F-1
   
Condensed Consolidated Balance Sheets - March 31,September 30, 2009 (Unaudited) and December 31, 2008 F-1
   
Condensed Consolidated Statements of Operations (Unaudited) -  
Three and Nine Months Ended March 31,September 30, 2009 and 2008 F-2
   
Condensed Consolidated Statements of Cash Flows (Unaudited) -  
ThreeNine Months Ended March 31,September 30, 2009 and 2008 F-3
   
Notes to Condensed Consolidated Financial Statements F-4
   
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 4
   
Item 3. Quantitative and Qualitative Disclosures About Market Risk 9
   
Item 4T. Controls and Procedures 9
   
PART II - OTHER INFORMATION  
   
Item 1. Legal Proceedings 11
   
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 11
   
Item 3. Defaults Upon Senior Securities 11
   
Item 4. Submission of Matters to a Vote of Security Holders 11
   
Item 5. Other Information 11
   
Item 6. Exhibits 11
   
SIGNATURES 12

2


Forward-Looking Statements
 
This Quarterly Report on Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. For example, statements regarding the Company’s financial position, business strategy and other plans and objectives for future operations, and assumptions and predictions about future product demand, supply, manufacturing, costs, marketing and pricing factors are all forward-looking statements. These statements are generally accompanied by words such as “intend,” anticipate,“anticipate,” “believe,” “estimate,” “potential(ly),” “continue,” “forecast,” “predict,” “plan,” “may,” “will,” “could,” “would,” “should,” “expect” or the negative of such terms or other comparable terminology. The Company believes that the assumptions and expectations reflected in such forward-looking statements are reasonable, based on information available to it on the date hereof, but the Company cannot provide assurances that these assumptions and expectations will prove to have been correct or that the Company will take any action that the Company may presently be planning. However, these forward-looking statements are inherently subject to known and unknown risks and uncertainties. Actual results or experience may differ materially from those expected or anticipated in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, regulatory policies, available cash, research results, competition from other similar businesses, and market and general economic factors. This discussion should be read in conjunction with the condensed consolidated financial statements and notes thereto included in Item 1 of this Quarterly Report on Form 10-Q.

3


Part I - Financial Information

ITEM 1.  FINANCIAL STATEMENTS



NEW CENTURY COMPANIES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31,September 30, 2009 and December 31, 2008


  (Unaudited)    
  September 30,  December 31, 
  2009  2008 
ASSETS      
Current Assets      
Cash $3,154  $31,889 
Contract receivables, net of allowance of $0 and $24,000 for September 30, 2009 and        
December 31, 2008, respectively  16,367   237,787 
Inventories  399,500   564,022 
Costs and estimated earnings in excess of billings on uncompleted contracts  124,516   416,664 
Deferred financing costs  201,779   252,305 
Prepaid expenses and other current assets  160,466   168,668 
         
     Total current assets  905,782   1,671,335 
         
Property and Equipment, net  131,572   186,906 
Deferred Financing Costs, net  91,844   233,702 
         
Total Assets $1,129,198  $2,091,943 
         
         
LIABILITIES AND STOCKHOLDERS' DEFICIT        
         
Current Liabilities        
Bank overdraft $20,202  $15,329 
Accounts payable and accrued liabilities  1,968,865   1,367,464 
Dividends payable  500,550   459,275 
Billings in excess of costs and estimated earnings on uncompleted contracts  64,660   1,388,348 
Capital lease obligation, current portion  17,008   27,874 
Derivative liability  24,296,537   2,025,298 
Convertible notes payable, net of discounts of $1,374,359 at        
September 30, 2009 and $2,439,533 at December 31, 2008, respectively  3,200,922   1,137,748 
         
     Total current liabilities  30,068,744   6,421,336 
         
Long Term Liabilities        
Capital lease obligation, long term portion  -   9,804 
         
     Total  liabilities  30,068,744   6,431,140 
         
         
Commitments and Contingencies        
         
Stockholders' Deficit        
Cumulative, convertible, Series B preferred stock, $1 par value,        
15,000,000 shares authorized, no shares issued and outstanding        
(liquidation preference of $25 per share)  -   - 
Cumulative, convertible, Series C preferred stock, $1 par value,        
75,000 shares authorized, 26,880 shares issued and outstanding        
(liquidation preference of $981,000)  26,880   26,880 
Cumulative, convertible, Series D preferred stock, $25 par value,        
75,000 shares authorized, 11,640 shares issued and outstanding        
(liquidation preference of $482,000)  291,000   291,000 
Common stock, $0.10 par value, 50,000,000 shares authorized;        
15,315,500  shares issued and outstanding        
at September 30, 2009 and 15,344,654  at December 31, 2008  1,531,551   1,534,466 
Notes receivable from stockholders  (564,928)  (564,928)
Deferred equity compensation  (46,668)  (101,667)
Additional paid-in capital  6,886,444   7,355,007 
Accumulated deficit  (37,063,825)  (12,879,955)
         
Total stockholders'  deficit  (28,939,546)  (4,339,197)
         
Total Liabilities and Stockholders' deficit $1,129,198  $2,091,943 
  (Unaudited)    
  March 31,  December 31, 
  2009  2008 
ASSETS    
       
Current Assets      
Cash $268,082  $31,889 
Contract receivables, net  334,391   237,787 
Inventories, net  412,889   564,022 
Costs and estimated earnings in excess of billings on uncompleted contracts  15,551   416,664 
Deferred financing costs  262,183   252,305 
Prepaid expenses and other current assets  165,933   168,668 
         
Total current assets  1,459,029   1,671,335 
         
Property and Equipment, net  172,877   186,906 
Deferred Financing Costs, net  173,803   233,702 
         
Total Assets $1,805,709  $2,091,943 
         
LIABILITIES AND STOCKHOLDERS' EQUITY     
         
Current Liabilities        
Bank Overdraft $32,152  $15,329 
Accounts payable and accrued liabilities  1,625,005   1,417,464 
Dividends payable  459,275   459,275 
Billings in excess of costs and estimated earnings on uncompleted contracts  823,478   1,388,348 
Capital lease obligation, net of current portion  28,542   27,874 
Derivative liability  4,885,000   1,975,298 
CAMOFI Convertible note payable, net of discount of $1,756,611 at March 31, 2009 and        
$2,089,443 at December 31, 2008, respectively  1,070,669   737,838 
CAMHZN Convertible note payable, net of discount of $294,812 at March 31, 2009 and        
$350,090 at December 31, 2008, respectively  455,188   399,910 
CAMOFI Convertible Note, net of discount of $248,439  452,761   - 
CAMHZN Convertible Note, net of discount of $61,577  112,223   - 
         
Total current liabilities  9,912,229   6,414,272 
         
Long Term Liabilities        
Capital lease obligation, long term portion  2,482   9,804 
         
Total  liabilities  9,914,711   6,424,076 
         
Commitments and Contingencies        
         
Stockholders' Equity        
Cumulative, convertible, Series B preferred stock, $1 par value,        
15,000,000 shares authorized, no shares issued and outstanding        
(liquidation preference of $25 per share)  -   - 
Cumulative, convertible, Series C preferred stock, $1 par value,        
75,000 shares authorized, 26,880 shares issued and outstanding        
(liquidation preference of $910,000)  26,880   26,880 
Cumulative, convertible, Series D preferred stock, $25 par value,        
75,000 shares authorized, 11,640 shares issued and outstanding        
(liquidation preference of $416,000)  291,000   291,000 
Common stock, $0.10 par value, 50,000,000 shares authorized;        
15,344,654  shares issued and outstanding        
at March 31, 2009 and December 31, 2008  1,534,466   1,534,466 
Notes receivable from stockholders  (564,928)  (564,928)
Deferred equity compensation  (81,667)  (101,667)
Additional paid-in capital  7,355,007   7,355,007 
Accumulated deficit  (16,701,824)  (12,879,955)
         
Total stockholders' equity  (8,141,066)  (4,339,197)
         
Total Liabilities and Stockholders' equity $1,805,709  $2,091,943 
   -   - 

See accompanying notes to the condensed consolidated financial statements.
 
F-1



NEW CENTURY COMPANIES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three and Nine Months Ended March 31,September 30, 2009 and 2008
(Unaudited)


     As Restated 
  2009  2008 
       
CONTRACT REVENUES $1,298,458  $1,526,602 
         
COST OF SALES  1,365,543   1,308,479 
         
GROSS PROFIT  (67,085)  218,123 
         
OPERATING EXPENSES        
Consulting and other compensation  62,615   271,384 
Salaries and related  153,087   53,496 
Selling, general and administrative  268,271   438,029 
TOTAL OPERATING EXPENSES  483,973   762,909 
         
OPERATING (LOSS)  (551,058)  (544,786)
         
OTHER INCOME (EXPENSES)        
Gain on writeoff of accounts payable  5,681   56,628 
(Loss) / gain on derivative liabilities  (2,738,436)  1,300,762 
Interest expense  (490,498)  (486,769)
         
TOTAL OTHER INCOME (EXPENSES)  (3,270,811)  870,621 
         
INCOME (LOSS) BEFORE PROVISION FOR        
INCOME TAXES  (3,821,869)  325,835 
         
PROVISION FOR INCOME TAXES  -   - 
         
NET INCOME ( LOSS) $(3,821,869) $325,835 
         
NET INCOME (LOSS) APPLICABLE        
TO COMMON STOCKHOLDERS $(3,821,869) $325,835 
         
Basic net income (loss) available to        
common stockholders per common share $(0.25) $0.02 
         
Diluted net income (loss) available to        
common stockholders per common share  (0.25) $0.01 
         
Basic weighted average common        
shares outstanding  15,344,654   14,033,089 
         
Diluted weighted average common        
shares outstanding  15,344,654   41,981,711 
 

  For the Three Months Ended September 30,  For the Nine Months Ended September 30, 
     (As Restated)     (As Restated) 
  2009  2008  2009  2008 
             
             
CONTRACT REVENUES $644,609  $997,890  $3,058,941  $3,959,168 
                 
COST OF SALES  653,060   1,328,845   2,665,683   4,000,938 
                 
GROSS PROFIT (LOSS)  (8,451)  (330,955)  393,258   (41,770)
                 
OPERATING EXPENSES                
Consulting and other compensation  424,126   121,058   563,899   466,440 
Salaries and related  122,129   124,193   358,625   305,919 
Selling, general and administrative  46,992    90,711   414,980   753,074 
TOTAL OPERATING EXPENSES  593,247   335,962   1,337,504   1,525,433 
                 
OPERATING LOSS  (601,698)  (666,917)  (944,246)  (1,567,203)
                 
OTHER INCOME (EXPENSES)                
Gain on write off of accounts payable  -   -   5,680   60,205 
Loss on valuation of derivative liabilities  (19,649,947)  (791,700)  (21,225,850)  (5,995)
Interest expense  (1,064,798)  (485,802)  (2,685,653)  (1,340,215)
                 
TOTAL OTHER EXPENSES, net  (20,714,745)  (1,277,502)  (23,905,823)  (1,286,005)
                 
NET  LOSS $(21,316,443) $(1,944,419) $(24,850,069) $(2,853,208)
                 
  Preferred Stock Dividends $-   -  $(41,275) $(41,275)
                 
NET LOSS APPLICABLE                
TO COMMON STOCKHOLDERS $(21,316,443) $(1,944,419) $(24,891,344) $(2,894,483)
                 
Basic and diluted net loss available to                
common stockholders per common share $(1.39) $(0.13) $(1.62) $(0.20)
                 
Basic and diluted weighted average common                
  shares outstanding  15,358,665   15,344,656   15,349,376   14,478,506 

 See accompanying notes to the condensed consolidated financial statements.

F-2

NEW CENTURY COMPANIES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the ThreeNine Months Ended March 31,September 30, 2009 and 2008
(Unaudited)


    As Restated 
    As Restated  2009  2008 
 2009  2008       
            
Cash flows from operating activities:            
Net loss $(3,821,869) $325,835  $(24,850,068) $(2,853,208)
Adjustments to reconcile net loss to net cash                
(used in) provided by operating activities:        
used in operating activities:        
Depreciation and amortization of property and equipment 14,029  20,757   62,032   61,708 
Bad debt expense (recovery) -  - 
Bad debt expense  -   2,260 
Gain on write off of accounts payable (5,681) -   (5,680)  (60,205)
Gain on forgiveness of debt -  (2,872,133)
Amortization of deferred financing cost 80,021  89,574   337,384   216,298 
Amortization of stock-based consulting fees 20,000  125,345   54,999   208,254 
and employee compensation                
Amortization of debt discount 339,160  251,894 
Estmated fair market value of common stock issued for services -  75,000 
(Gain) loss on valuation of liabilities 2,738,436  (1,300,962)
Amortization of BCF and debt discount  1,901,039   1,808,684 
Estmated fair value of options issued to employees and consultants  365,520   - 
(Gain) / loss on valuation of liabilities  21,225,850   5,995 
Warrants issued in connection with debt extension  80,000   - 
                
Changes in operating assets and liabilities:                
Contracts receivable (96,604) (60,178)  221,420   385,937 
Inventories 151,133  170,900   164,522   216,991 
Costs and estimated earnings in excess of billings on uncompleted contracts 401,113  (22,635)
Costs and estimated earnings in excess of billings on        
uncompleted contracts  292,148   48,042 
Prepaid expenses and other current assets 2,735  (222,867)  8,202   (274,579)
Accounts payable and accrued liabilities 238,419  (151,182)  607,079   (859,705)
Billings in excess of costs and estimated earnings on uncompleted contracts (564,870) 410,089 
Billings in excess of costs and estimated earnings on        
uncompleted contracts  (1,323,688)  361,140 
                
Net cash (used in) provided by operating activities  (564,870)  (288,432)
Net cash used in operating activities  (859,242)  (732,388)
                
Cash flows from investing activities:                
Purchases of property and equipment  -   -   (6,698)  (32,225)
                
Cash flows from financing activities:        
Bank overdraft 16,823  12,899   4,873   (12,355)
Proceeds from issuance of convertible notes payable 730,000  -   853,000   600,000 
Principal payments on notes payable and capital lease (6,652) (6,196)  (20,668)  (100,413)
                
Net cash provided by (used in) financing activities  740,171   448,052 
Net cash provided by financing activities  837,205   487,232 
                
Net (decrease) increase in cash 236,193  (281,729)
Net decrease in cash  (28,735)  (277,381)
                
Cash at beginning of period  31,889   281,729   31,889   281,729 
                
Cash at end of period $268,082  $0  $3,154  $4,348 
              
Derivative Liability from new Camhzn note 39,997    
Derivative Liability from new Camofi note 161,289    
Supplemental disclosure of non-cash financing and investing activities:        
        
Accrued cumulative dividends on preferred stock $41,275  $41,275 
        
Debt discount recorded on convertible notes payable, net of financing        
costs $588,695  $2,827,643 
        
Stock and warrants issued for financing costs $-  $102,500 
        
Cashless exercise of stock options $6,591  $- 
        
Reclassification of the estimated fair value of non-employee options        
and warrants to derivative liability $129,524  $- 
        
Cumulative effect to retained earnings due to reclassification of        
non-employee options and warrants to derivative liability $707,474  $- 
 
 See accompanying notes to the condensed consolidated financial statements.

F-3


NEW CENTURY COMPANIES, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED MARCH 31,SEPTEMBER 30, 2009 AND 2008 AND 2007 (As Restated)


 
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
 
Organization And Nature Of Operations
 
New Century Companies, Inc. and its wholly owned subsidiary, New Century Remanufacturong,Remanufacturing, Inc., (collectively, the "Company"), a California corporation, was incorporated March 1996 and is located in Southern California. The Company 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 substantially less than the price 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.
 
The Company trades on the OTC Bulletin Board under the symbol "NCNC.OB""NCNC ".

On October 9, 2009, the Company entered into a share exchange agreement with Precision Aerostructures, Inc. ("PAI") pursuant to which the sole shareholder of PAI agreed to transfer all capital stock of PAI to the Company (see Note 6).  The Company and PAI are currently in the process of determining and settling the final acquisition price.  PAI is a world class supplier of precision machined details and assemblies for many of the major aircraft builders in the United States and around the world. PAI specializes in engineering, and manufacturing of precision CNC machined multi-axis structural aircraft components. PAI’s production facility is in Rancho Cucamonga, CA. The share exchange was consummated on October 9, 2009.
 
Principles Of Consolidation
 
The condensed consolidated financial statements include the accounts of New Century Companies, Inc. and its wholly owned subsidiary, New Century Remanufacturing, Inc..Inc. All significant intercompany accounts and transactions have been eliminated in consolidation.
 
Basis Of Presentation

The accompanying unaudited interim condensed consolidated financial statements have been prepared by the Company, pursuant to the rules and regulations of the United States Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted pursuant to such SEC rules and regulations; nevertheless, the Company believes that the disclosures are adequate to make the information presented not misleading. These financial statements and the notes hereto should be read in conjunction with the financial statements, accounting policies and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2008, filed with the SEC. In the opinion of management, all adjustments necessary to present fairly, in accordance with GAAP, the Company's financial position as of March 31,September 30, 2009, and the results of operations and cash flows for the interim periods presented, have been made.  Such adjustments consist only of normal recurring adjustments.  The results of operations for the three and nine months ended March 31,September 30, 2009 are not necessarily indicative of the results for the full year ending December 31, 2009. Amounts related to disclosure of December 31, 2008 balances within these interim condensed consolidated financial statements were derived from the audited 2008 consolidated financial statements and notes thereto.
The Company has evaluated subsequent events through November 16, 2009, the filing date of this quarterly report on Form 10-Q, and determined that no subsequent events have occurred that would require recognition in the condensed consolidated financial statements or disclosure in the notes thereto other than as disclosed in the accompanying notes.

F-4


Restatements

The statement of operations for the three and nine months ended September 30, 2008 and the statement of cash flows for the threenine months ended March 31,September 30, 2008 included herein were restated to reflect the effect of changes to the original accounting for the 12% CAMOFI Note issued in February 2006.  The original accounting did not record the separate derivative liability for the conversion option and warrants in accordance with FAS 133, “Accounting for Derivative Instruments and Hedging Activities” and EITF 00-19, “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled In, a Company’s Own Stock.”U.S. accounting standards. For additional information regarding the restatement, see Note 6 of the condensed consolidated financial statements on Form 10-Q for the three months ended March 31, 2009 included herein5 and see Note 11 to our Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.

Reclassifications

The Company has reclassified the presentation of current prior-year information to conform to the current presentation.
 
Going Concern

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of March 31,September 30, 2009, the Company has an accumulated deficit of approximately $16,701,824,$37,064,000, had recurring losses, a working capital deficit of approximately $8,485,264,$29,163,000, and was also in default on two of its convertible notes. These factors among others, raise substantial doubt about the Company's ability to continue as a going concern. The Company intends to fund operations through anticipated increased sales along with renegotiated or new debt and equity financing arrangements which management believes may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending December 31, 2009. Therefore, the Company will be required to seek additional funds to finance its long-term operations.  The successful outcome of future activities cannot be determined at this time and there is no assurance that if achieved, the Company will have sufficient funds to execute its intended business plan or generate positive operating results.

In response to these problems, management has taken the following actions:
·The Company continuescontinued its aggressive program for selling machines.machines;
·The Company continuescontinued to implement plans to further reduce operating costs.costs; and
·The Company is seeking investment capital through the public and private markets.

The condensed consolidated financial statements do not include any adjustments related to recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.
  
F-5

InventoryInventories
 
Inventories are stated at the lower of cost or net realizable value. Cost is determined under the first-in, first-out method. Inventories represent cost of work in process on units not yet under contract. Cost includes all direct material and labor, machinery, subcontractors and allocations of indirect overhead.  TheAt each balance sheet date, the Company hadevaluates its ending inventories for excess quantities and obsolescence. Among other factors, the Company considers historical demand and forecasted demand in relation to the inventory reserves approximating $577,000on hand and $533,000 at March 31, 2009,market conditions when determining obsolescence and December 31, 2008, respectively.net realizable value. Provisions are made to reduce excess or obsolete inventories to their estimated net realizable values. Once established, write-downs are considered permanent adjustments to the cost basis of the excess or obsolete inventories.
 
F-5

  
Inventory
cost
(thousands)
  
Direct
Labor
(thousands)
  
Direct
Material
(thousands)
  
Subcontractors
(thousands)
  
Allocation of
Indirect
Overhead
(thousands)
 
03/31/09 $990  $66  $523  $47  $354 
12/31/2008 $1,097  $107  $568  $45  $377 
 
Revenue Recognition
 
The Company's revenues consist primarily of contracts with customers. The Company uses the percentage-of-completion method of accounting to account for long-term contracts pursuant to Statements of Position 81-1, “Accounting for Performance of Construction-Type and Certain Production-Type Contracts”,U.S. accounting standards, and, therefore, takes 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 Company recognizes revenue on contracts.

For revenues from stock inventory the Company follows Staff Accounting Bulletin ("SAB") No. 104, "Revenue Recognition", which outlines the basic criteria that must be met to recognize revenue other than revenue on contacts, and provides guidance for presentation of this revenue and for disclosure related to these revenue recognition policies in financial statements filed with the SEC.
For contracts, the amount of revenue recognized at the financial 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.
F-6

 
Because contracts may extend over a period of time, 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. Costs incurred and revenue earned on contracts in progress in excess of billings (under billings) are classified as a current asset. Amounts billed in excess of costs and revenue earned (over billings) are classified as a current liability.

For revenues from stock inventory the Company follows U.S accounting standards, which outline the basic criteria that must be met to recognize revenue other than revenue on contacts, and provides guidance for presentation of this revenue and for disclosure related to these revenue recognition policies in financial statements filed with the SEC.
 
The Company accounts for shipping and handling fees and costs in accordance with Emerging Issues Task Force ("EITF") Issue No. 00-10, "Accounting for Shipping and Handling Fees and Costs."U.S accounting standards. Shipping and handling fees and costs incurred by the Company are immaterial to the operations of the Company and are included in cost of sales.
 
In accordance with Statements of Financial Accounting Standards ("SFAS") No. 48, "Revenue Recognition when Right of Return Exists,"U.S. accounting standards, revenue is recorded net of an estimate for markdowns, price concessions and warranty costs. Such reserve is based on management's evaluation of historical experience, current industry trends and estimated costs. As of March 31,September 30, 2009, the Company estimated the markdowns, price concessions and warranty costs and concluded amounts are immaterial and did not record any adjustment to revenues.

Warranty
The Company provides a warranty on certain products sold.  Estimated future warranty obligations related to certain products and services are provided by charges to operations in the period in which the related revenue is recognized.  At September 30, 2009 there was no warranty obligation balance.  At December 31, 2008, the warranty obligation balance was $50,000.  There were no amounts charged to warranty expense in the accompanying consolidated statements of operations during the three and nine months ended September 30, 2009.
Concentrations of Credit Risks
Cash is maintained at various financial institutions. The Federal Deposit Insurance Corporation (“FDIC”) insures accounts at each financial institution for up to $250,000 at September  30, 2009 and December 31, 2008.  At times, cash may be in excess of the FDIC insured limit of $250,000.  The Company did not have any significant uninsured bank balances at September 30, 2009 and December 31, 2008.
During the nine montes ended September 30, 2009, sales to five customers accounted for approximately 60% of net sales.  At September 30, 2009, three customers accounted for approximately 95% of the accounts receivable balance.
During the nine months ended September 30, 2008, sales to two customers accounted for approximately 33% of net sales.  At September 30, 2008, four customers accounted for approximately 90% of the accounts receivable balance.
F-6

Management reviews the collectability of contract receivables periodically and believes that the allowance for doubtful accounts at September 30, 2009 and December 31, 2008 is adequate. There was no allowance for doubtful accounts at September 30, 2009 and $24,000 at December 31, 2008.
Use of Estimates
In the opinion of management, the accompanying balance sheets and related statements of operations and cash flows include all adjustments, consisting only of normal recurring items, necessary for their fair presentation in conformity with GAAP.   The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods.  Significant estimates made by management are, among others, deferred tax asset valuation allowances, realization of inventories, collectability of contracts receivable, the estimation of costs for long-term construction contracts and the valuation of conversion options, stock options and warrants.  Actual results could differ from those estimates.
 
Basic And Diluted Loss Per Common Share

Basic net earnings (loss)loss per share is computed by dividing net income (loss)loss by the weighted average number of common shares outstanding for the period. Diluted net income (loss)loss per share is computed by dividing net loss by the weighted average number of common shares and dilutive common stock equivalents outstanding for each respective period.

Common stock equivalents, representing convertible Preferred Stock, convertible debt, options and warrants totaling approximately 53,887,000132,360,000 and 10,101,000 shares at March 31,September 30, 2009 and 2008, respectively, are not included in the diluted loss per share as they would be anti-dilutive. Common stock equivalents, representing convertible Preferred Stock, convertible debt, options and warrants totaling approximately 41,982,000 are included in the diluted loss per share at March 31, 2008.
 
Stock Based Compensation
Effective January 1, 2006, we adopted
The Company uses the fair value method of accounting for employee stock compensation cost pursuant to SFAS No. 123(R), “Share-Based Payments”.cost. Under the fair value recognition provisions of this statement, share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the requisite service period, which is the vesting period. Estimated compensation for grants that were outstanding as of the effective date will be recognized over the remaining service period using the compensation cost estimated for the SFAS 123 pro forma disclosures.  The Company had no equity incentive awards granted prior to January 1, 2006 that were not yet vested. For the three and nine months ended March 31,September 30, 2009, share-based compensation expense of $330,506 and $365,520, respectively, was recognized in the accompanying condensed consolidated statements of operations. For the three and nine months ended September 30, 2008, no share-based compensation expense was recognized in the accompanying condensed consolidated statements of operations.

F-7


From time to time, the Company's Board of Directors grants common share purchase options or warrants to selected directors, officers, employees, consultants and advisors in payment of goods or services provided by such persons on a stand-alone basis outside of any of the Company's formal stock plans. The terms of these grants are individually negotiated and generally expire within five years from the grant date.

Under the terms of the Company's 2000 Stock Option Plan, options to purchase an aggregate of 5,000,000 shares of common stock may be issued to officers, key employees and consultants of the Company. The exercise price of any option generally may not be less than the fair market value of the shares on the date of grant. The term of each option generally may not be more than five years.

There areis no share-based compensation resulting from the application of SFAS No. 123-R to options granted outside of the Company's Stock Option Plan for the three and nine months ended March 31,September 30, 2009 and 2008. Share-based compensation recognized as a result of the adoption of SFAS No. 123-R use the Black Scholes option pricing model for estimating fair value of options granted.

In accordance with SFAS No. 123-R,U.S. accounting standards, the Company’s policy is to adjust share-based compensation on a quarterly basis for changes to the estimate of expected award forfeitures based on actual forfeiture experience. The effect of adjusting the forfeiture rate for all expense amortization after December 31, 2007 is recognized in the period the forfeiture estimate is changed.

At March 31, 2009,
F-7

The fair value of stock-based awards to employees and directors is calculated using the Company estimated (usingBlack-Scholes option pricing model, even though the Black Scholes pricing model)model was developed to estimate the fair value of freely tradable, fully transferable options without vesting restriction, which differ significantly from the Company's stock options. The Black-Scholes model also requires subjective assumptions regarding future stock price volatility and expected time to exercise, which greatly affect the calculated values. The expected term of options granted is derived from historical data on employee exercises and no variance has been found. Therefore,post-vesting employment termination behavior. The risk-free rate selected to value any particular grant is based on the effectU.S. Treasury rate that corresponds to the pricing term of forfeiture adjustments at the period ended March 31, 2009 was not applicable.grant effective as of the date of the grant. The expected volatility is based on the historical volatility of our common stock. These factors could change in the future, affecting the determination of stock-based compensation expense in future periods.
 
OptionsThere were no options granted, exercised or cancelled during the three and nine months ending September 30, 2008.  During the nine months ended September 30, 2009, 100,000 options were exercised and no options were cancelled.  During the nine months ended September 30, 2009 4,200,000 options were granted with a weighted average fair value of $0.08.  There were no shares available for grant at September 30, 2009.
All options outstanding that have vested and are expected to vest as of March 31,September 30, 2009 and are as follows:

        Weighted    
     Weighted  Average    
     Average  Remaining  Aggregate 
  Number of  Exercise  Contractual  Intrinsic 
  Shares  Price  Term in Years  Value (1) 
             
Vested  8,200,000  $0.13   2.10  $618,750 
        Weighted    
     Weighted  Average    
     Average  Remaining  Aggregate 
  Number of  Exercise  Contractual  Intrinsic 
  Shares  Price  Term in Years  Value (1) 
             
Vested  3,450,000  $0.17   1.74  $ 
Expected to vest (2)  650,000  $0.08   0.16  $ 
Total   4,100,000          $ 
(1)Represents the added value as difference between the exercise price and the closing market price of the Company's common stock at the end of the reporting period (as of March 31,September 30, 2009 and December 31, 2008, the market price of the Company's common stock was $0.08 and $0.05, respectively)$0.20).
 
(2)           The 650,000 options become fully vested on April 8, 2009 and are valued at $35,014 based on the stock market price of the shares at the contract date.
The Company’s policy for options outstanding that are expected to vest are net of estimated future forfeitures in accordance with the provisions of SFAS No. 123-R, which are estimated when compensation costs are recognized. Additional information with respect to stock option activity is as follows:
F-8


     Outstanding Options 
  Shares     Weighted  Aggregate 
  Available  Number of  Average  Intrinsic 
  for Grant  Shares  Exercise Price  Value (1) 
December 31, 2008  900,000   4,100,000  $0.15  $ 
Grants             
Exercises             
Cancellations             
March 31, 2009  900,000   4,100,000  $0.15  $ 
                 
Options exercisable at:                
March  31, 2009      3,450,000  $0.17     
December 31, 2008      3,450,000  $0.17     
(1)           Represents the added value as difference between the exercise price and the closing market price of the Company's common stock at the end of the reporting period (as of March 31, 2009 and December 31, 2008, the market price of the Company's common stock was $0.08 and $0.05, respectively).
The Company follows SFAS No. 123-R (as interpreted by EITF Issue No. 96-18, "Accounting for Equity Instruments That Are Issued To Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services") to accountaccounts for transactions involving services provided by third parties where the Company issues equity instruments as part of the total consideration. Pursuant to paragraph 7 of SFAS No. 123 (R), the Company accounts for such transactionsconsideration using the fair value of the consideration received (i.e. the value of the goods or services) or the fair value of the equity instruments issued, whichever is more reliably measurable. The Company applies EITF Issue No. 96-18 inIn transactions when the value of the goods and/or services are not readily determinable the fair value of the equity instruments is more reliably measurable and the counterparty receives equity instruments in full or partial settlement of the transactions, usingthe Company uses the following methodology:
 
a) For transactions where goods have already been delivered or services rendered, the equity instruments are issued on or about the date the performance is complete (and valued on the date of issuance).
 
b) For transactions where the instruments are issued on a fully vested, non-forfeitable basis, the equity instruments are valued on or about the date of the contract.
 
c) For any transactions not meeting the criteria in (a) or (b) above, the Company re-measures the consideration at each reporting date based on its then current stock value.

F-9F-8


The following table summarizes information related to stock options outstanding and exercisable at March 31,September 30, 2009:

Exercise Price 
Number of
Option
outstanding
  
Weighted
Average
Remaining
Contractual
Life (Years)
  
Weighted
Average
Exercise
Price
  
Exercisable
at March
31, 2009
(1)
 
$ 0.075-0.0825  1,300,000   0.40  $0.08   650,000 
                 
$ 0.15-0.20  2,800,000   0.19  $0.19   2,800,000 
                 
   4,100,000      $0.15   3,450,000 
Exercise Price 
Number of
Options
Outstanding
And
Exercisable
  
Weighted
Average
Remaining
Contractual
Life (Years)
  
Weighted
Average
Exercise
Price
 
$ 0.01-0.08  1,200,000   0.08  $0.08 
             
$ 0.10-0.20  7,000,000   0.02  $0.13 
             
   8,200,000      $0.13 
 
(1)650,000 options become fully vested on April 8, 2009 and are valued at $35,014 based on the stock market price of the shares at the contract date.

From time to time, the Company issues warrants to employees and to third parties pursuant to various agreements, which are not approved by the shareholders.

The following is a status of the warrants outstanding at March 31, 2009 and December 31, 2008:

  
  
     Weighted  Aggregate 
  Number of  Average  Intrinsic 
  Shares  Exercise Price  Value (1) 
          
December 31, 2008  5,586,824  $0.21  $ 
             
Grants          
Replaced          
Exercises          
Cancellations/ Terminated          
             
Outstanding and Exercisable at            
  5,586,824  $0.21    
1) Represents the added value as difference between the exercise price and the closing market price of the Company's common stock at the end of the reporting period (as of March 31, 2009 and December 31, 2008, the market price of the Company's common stock was $0.08 and $0.05, respectively).
F-10

The following table summarizes information related to warrants outstanding and exercisable at December 31, 2009:

Exercise Price 
Number of
Warrants
outstanding
  
Weighted
Average
Remaining
Contractual
Life (Years)
  
Weighted
Average
Exercise
Price
  
Exercisable
at March
31, 2009
 
$ 0.60-0.70  1,372,538   0.84  $0.64   1,372,538 
                 
$ 0.07  4,214,286   3.76  $0.07   4,214,286 
                 
   5,586,824      $0.21   5,586,824 

Deferred Financing Costs
 
Direct costs of securing debt financing are capitalized and amortized over the term of the related debt. When a loan is paid in full, any unamortized financing costs are removed from the related accounts and charged to operations. During the three months ended March 31,September 30, 2009 and 2008, the Company amortized approximately $80,000$103,000 and $90,000,$35,000, respectively, to interest expense.
Income Taxes

We adopted During the provisions of Financial Standards Accounting Board Interpretation No. 48 Accounting for Uncertainty in Income Taxes ("FIN 48") an interpretation of FASB Statement No. 109 ("SFAS 109") on January 1, 2007. The implementation of FIN 48 did not result in any adjustment to the Company's beginning tax positions.  The Company continues to fully recognize its tax benefits which are offset by a valuation allowance to the extent that it is more likely than not that the deferred tax assets will not be realized.  As of March 31,nine months ended September 30, 2009 and 2008, the Company did not have any unrecognized tax benefits. The Company files a Consolidated Federal income tax return in the U.S. The Company files a separate income tax return in the State of California. The Company is no longer subjectamortized approximately $337,000 and $216,000, respectively, to U.S. Federal tax examinations for the years before 2005, and to the State of California for the years before 2004.interest expense.

Fair Value Measurements

The Company adopted  SFAS No. 157, “Fair Value Measurements”, in the first quarter of fiscal 2008.  SFAS 157 was amended in February 2008 by the Financial Accounting Standards Board (“FASB”) Staff Position (“FSP”) FAS No. 157-1, “Application of FASB Statement No. 157 to FASB Statement No. 13 and Its Related Interpretive Accounting Pronouncements That Address Leasing Transactions”, and by FSP FAS 157-2, “Effective Date of FASB Statement No. 157”, which delayed the Company’s application of SFAS 157 for nonrecurring nonfinancial assets and liabilities until January 1, 2009. FAS 157 was further amended in October 2008 by FSP FAS 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active”, which clarifies the application of SFAS 157 to assets participating in inactive markets.
Implementation of SFAS 157 did not have a material effect on the Company’s results of operations or financial position and had no effect on the Company’s existing fair-value measurement practices. However, SFAS 157 requiresU.S. accounting standards require disclosure of a fair-value hierarchy of inputs the Company uses to value an asset or a liability. The three levels of the fair-value hierarchy are described as follows:
F-11

 
Level 1: Quoted prices (unadjusted) in active markets for identical assets and liabilities. For the Company, Level 1 inputs include quoted prices on the Company’s securities that are actively traded.

Level 2: Inputs other than Level 1 that are observable, either directly or indirectly. For the Company, Level 2 inputs include assumptions such as estimated life, risk free rate and volatility estimates used in determining the fair values of the Company’s option and warrant securities issued.

Level 3: Unobservable inputs for the asset or liability. Beginning January 1, 2009, Level 3 inputs may be required for the determination of fair value associated with certain nonrecurring measurements of nonfinancial assets and liabilities. The Company does not currently present any nonfinancial assets or liabilities at fair value.

F-9

Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. Liabilities measured at fair value on a recurring basis are summarized as follows (unaudited):
              September 30, 
  Level 1  Level 2  Level 3  2009 
                 
Fair value of derivative liability    $   $24,296,537   $24,296,537 
             
Total $  $  $24,296,537  $24,296,537 

The Company has no assets that are measured at fair value on a recurring basis. There were no assets or liabilities measured at fair value on a non-recurring basis during the nine months ended September 30, 2009.
Accounting for Derivative Instruments 
In connection with the issuance of certain convertible notes payable (see Note 3), the notes provided for a conversion into shares of the Company's common stock at a rate which was determined to be variable. The Company determined that the variable conversion feature was an embedded derivative instrument. The accounting treatment of derivative financial instruments requires that the Company record the derivatives and related warrants at their fair values as of the inception date of the note agreements and at fair value as of each subsequent balance sheet date. In addition, as a result of entering into the debenture agreements and subsequent amendments, the Company did not have a sufficient number of authorized shares to settle outstanding and exercisable options, warrants, and convertible instruments.  Therefore, the Company was required to classify all non-employee options and warrants as derivative liabilities and record them at their fair values (See Note 3).  Any change in fair value was recorded as non-operating, non-cash income or expense at each balance sheet date. If the fair value of the derivatives was higher at the subsequent balance sheet date, the Company recorded a non-operating, non-cash charge. If the fair value of the derivatives was lower at the subsequent balance sheet date, the Company recorded non-operating, non-cash income.
During the three and nine months ended September 30, 2009, the Company recognized other expense of $19,649,947 and $21,225,850, respectively, related to recording the derivative liability at fair value.  During the three and nine months ended September 30, 2008, the Company recognized other expense of $2,327,578 and other income of $260,838, respectively, related to recording the derivative liability at fair value.  At September 30, 2009 and December 31, 2008, the derivative liability balance was $24,296,537 and $2,025,298, respectively.
 Warrant-related and conversion-related derivatives were valued using the Black-Scholes Option Pricing Model with the following assumptions during the nine months ended September 30, 2009 and 2008: dividend yield of 0%; volatility ranging from 178% to 670% (2009) and 160% to 216% (2008), respectively; and risk free interest rates ranging from 0.19% to 2.54% (2009) and 0.10% to 4.04% (2008).
F-10

The following table summarizes the activity related to the derivative liability during the nine months ended September 30, 2009:
Derivative liability - December 31, 2008 $2,025,298 
     
Derivative liability added during the year  1,045,389 
     
Change in fair value of derivative liability  21,225,850 
     
Total derivative liability - September 30, 2009 $24,296,537 
Significant Recent Accounting Pronouncements

In December 2007,the third quarter of 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financialthe FASB Accounting Standards (“SFAS”) No. 141R, “Business Combinations” (“SFAS 141R”Codification (the “Codification”). SFAS 141R establishesThe Codification is the source of authoritative accounting principles and requirements for how an acquirer in a business combination: 1) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; 2) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and 3) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS 141R is effective for business combinations beginning the first annual reporting period on or after December 15, 2008. Therefore, the Company expects to adopt SFAS 141R for any business combinations entered into beginning in 2009.

In May 2008,recognized by the FASB issued SFAS No. 162, “Hierarchy of Generally Accepted Accounting Principles” (“SFAS 162”). This statement is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements ofapplied by nongovernmental entities that are presentedin preparation of financial statements in conformity with GAAP. This statementAll accounting guidance that is not included in the Codification will be effective 60 days followingconsidered to be non-authoritative. The FASB will issue Accounting Standard Updates (“ASUs”), which will serve only to update the U.S. SecuritiesCodification, provide background information about the guidance and Exchange Commission’s approval ofprovide the Public Company Accounting Oversight Board amendment to AU Section 411, “The Meaning of Present Fairlybasis for conclusions on changes in Conformity with Generally Accepted Accounting Principles.”the Codification.
ASUs are not authoritative in their own right. The adoption of this Statement isCodification does not expected tochange GAAP and did not have a material impactan effect on the Company’s consolidated financial position or results of operations.

In April 2009, the FASB Staff Position (“FSP”) 107-1 (“FSP 107-1”) amended SFAS No. 107, “Disclosures about Fair Value of Financial Instruments”, to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. FSP 107-1 also amended Accounting Principals Board (“APB”) Opinion No. 28, “Interim financial Reporting” to require disclosures in summarized financial information at interim reporting periods. FSP 107-1 becomes effective for interim reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009 if a company also elects to FSP FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Indentifying Transactions That Are Not Orderly”, and FSP FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments”. Management is evaluating the impact this FSP will have on the Company’s financial statement disclosures.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force, or “EITF”), the AICPA, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.
F-12

 
2. CONTRACTS IN PROGRESS

Contracts in progress which include completed contracts not completely billed approximate the following as of March 31,September 30, 2009 and December 31, 2008:

  September 30, 2009  December 31, 2008 
       
Cumulative costs to date $2,855,000  $6,756,000 
Cumulative gross profit to date  2,417,000   5,768,000 
         
Cumulative revenue earned  5,272,000   12,524,000 
Less progress billings to date  (5,212,000)  (13,495,000)
         
Net under billings $60,000  $(971,000)
F-11

  March 31, 2009  December 31, 2008 
       
Cumulative costs to date $2,029,000  $6,756,000 
Cumulative gross profit to date  1,327,000   5,768,000 
         
Cumulative revenue earned  3,356,000   12,524,000 
Less progress billings to date  (4,081,000)  (13,495,000)
         
Net under billings $(725,000) $(971,000)

The following approximate amounts are included in the accompanying condensed consolidated balance sheets under these captions:

  March 31, 2009  December 31, 2008 
       
Costs and estimated earnings in excess of billings on uncompleted contracts $16,000  $417,000 
         
Billings in excess of costs and estimated earnings on uncompleted contracts  (741,000)  (1,388,000)
         
Net under billings $(725,000) $(971,000)
F-13

  September 30, 2009  December 31, 2008 
       
Costs and estimated earnings in excess of billings on uncompleted contracts $125,000  $417,000 
         
Billings in excess of costs and estimated earnings on uncompleted contracts  (65,000)  (1,388,000)
         
Net under billings $60,000  $(971,000)
  
3. CONVERTIBLE DEBT

CAMOFI AND CAMHZN 12% AND 15% Senior Secured Convertible Debt
 
The Company’s convertible debt financing, Amended 12% CAMOFI Master LDC (“CAMOFI”) Convertible Note (“Amended 12% CAMOFI Note) and 15% CAMHZN Master LDC (“CAMZHN”) Convertible Note (“15% CAMHZN Note”), are in default.  The last monthly contractual payment on the CAMOFI note was made in October 2008 and no payments have made on the CAMHZN Note which were scheduled to begin on September 1, 2008.  The Convertible Notes aggregate to $3,784,271As a result, the Company is in default on these two loans, with an aggregated balance of principal and interest.accrued interest of $4,010,156 at September 30, 2009.  As of March 31,September 30, 2009 and December 31, 2008, the principal balances, accrued interest and the debt discounts are presented in the Convertible Debt Table, bellow.below.
 
 March 31, 2009  December 31, 2008  September 30, 2009 December 31, 2008 
CONV NOTES CAMOFI  CAMHZN  CAMOFI  CAMHZN  CAMOFI CAMHZN CAMOFI CAMHZN 
Principal $2,827,281  $750,000  $2,827,281  $750,000  $2,827,281  $750,000  $2,827,281  $750,000 
Discount related to warrants liability $(100,355) $(41,170) $(119,369) $(48,890)  (62,326)  (25,732)  (119,369)  (48,890)
Discount related to convertible option liability $(1,605,749)     $(1,909,996)      (997,251)  (158,526)   (1,909,996)  (301,200) 
Discount related to stock issued with notes $(50,508)     $(60,078)      (31,370)     (60,078)   
Notes presented net of debt discounts $z1,070,669  $708,830  $737,838  $701,110  $1,736,334  $565,742  $737,838  $399,910 
                         
Accrued Interest $141,364  $65,626  $56,546  $37,500  $311,001  $121,874  $56,546  $37,500 
 
During the three months ended March 31,September 30, 2009 and 2008, the Company amortized debt discounts of approximately $333,000$388,000 and $252,000,$85,146, respectively, to interest expense related to the 12% and 15% Convertible Notes. During the nine months ended September 30, 2009 and 2008, the Company amortized debt discounts of approximately $1,164,000 and $892,000, respectively, to interest expense related to the 12% and 15% Convertible Notes.

The Convertible Debt and Warrant Agreements include an anti-dilution feature and a buy-in clause which cause the embedded conversion option and the warrants to be treated as derivative liabilities.liabilities which are fair valued on a quarterly basis and the resulting change in fair value of the derivative liabilities are recorded as a gain or loss upon valuation in the statement of operations.

F-12

In connection with the Amended 12% CAMOFI Note, the Company issued 725,000 five year warrants with an exercise price of $0.10 and 725,000 five year warrants with an exercise price of $0.20.  Due to the anti-dilution feature in the warrant agreements, the warrants have a reduced exercise price of $.07$0.04 at September 30, 2009 and $0.07 at December 31, 2008, and adjusted total warrants of 5,625,000 and 3,214,286 at March 31,September 30, 2009 and December 31, 2008.2008, respectively.  As of March 31,September 30, 2009 and December 31, 2008, the fair value of the warrant derivative liability was determined to be $257,143$1,105,472 and 119,369$151,400 respectively.   AUpon valuation, a loss upon valuation of $105,743$896,599 was recorded for the three months ended March 31,September 30, 2009.
F-14

For the nine months ended September 30, 2009, a total loss of $954,072 was recorded.
 
In connection with the 15% CAMHZN Note, the Company issued 1,000,000 seven year warrants with an exercise price of $.07.$0.07.  Due to the anti-dilution feature in the warrant agreements, the warrants have a reduced exercise price of $0.04 at September 30, 2009, and adjusted total warrants of 1,750,000. As of March 31, 2008September 30, 2009 and December 31, 2008, the fair value of the warrant derivative liability was determined to be $80,000$347,823 and 50,000$50,000 respectively. AUpon valuation, a loss upon valuation of $30,000$279,349 was recorded for the three months ended March 31,September 30, 2009. For the nine months ended September 30, 2009, a total loss of $297,823 was recorded.

The Amended 12% CAMOFI and 15% CAMHZN Notes are both convertible into shares of common stock at a conversion price of $0.07.$0.04 (subject to adjustment based on the anti-dilution feature). At March 31,September 30, 2009 and December 31, 2008, the aggregate fair value of theCAMOFI conversion option derivative liabilities was $3,330,977$13,762,903 and 1,515,634,$1,516,634, respectively. AUpon valuation, a loss upon valuation of $1,815,343$11,296,007 was recorded for the three months ended MarchSeptember 30, 2009. For the nine months ended September 30, 2009, a total loss of $12,246,269 was recorded. At September 30, 2009 and December 31, 2009.

During2008, the aggregate fair value CAMHZN conversion option derivative liabilities was $3,650,920 and $308,264, respectively. Upon valuation, a loss of $2,996,521 was recorded for the three months ended March 31, 2008,September 30, 2009. For the Company recordednine months ended September 30, 2009, a total loss upon valuation of 1,921,086 in connection with the change in fair values of the warrant and conversion option derivative liabilities related to the 12% CAMOFI Note.$3,342,656 was recorded.

CAMOFI AND CAMHZN Senior Secured Convertible Debt 83.42857% of face amount.

On February 18, 2009, the Company entered into an agreement with CAMOFI Master LDC for the issuance of a Senior Secured Convertible Note for $701,200 (the “February CAMOFI Note”), maturing on August 18, 2009. The Note can be converted at $0.07 per share at any time during the term of the convertible note. The Note was issued at a discount of 83.42857% of the face amount. The note is secured by all of the assets of the Company.subject to certain anti-dilution adjustments.

On February 18, 2009, New Century Companies, Inc. (the “Company”)the Company entered into an agreement with CAMHZN Master LDC for the issuance of a Senior Secured Convertible Note for $173,800 (the “February CAMHZN Note”) maturing on August 18, 2009. The Note can be converted at $0.07 per share at any time during the term of the convertible note. The Note was issued at a discount of 83.42857% of the face amount.note subject to certain anti-dilution adjustments.

The Notes are convertible into shares of common stock with a conversion price of $0.07. Per FAS 133 “Accounting for Derivative Instruments and Hedging Activities”,U.S. accounting standards, the conversion option is a derivative liability. The Company recorded at issuance a $161,289$384,460 derivative liability for the February CAMOFI Note, and a $39,977$95,292 derivative liability for the February CAMHZN Note. The conversion option liability is revalued each quarter.

At March 31,September 30, 2009 the fair value was $632,931 for the CAMOFI Note, and $156,879 for CAMHZN Note and a loss of $471,643 for the CAMOFI Note and $116,902 for the CAMHZN Note was recorded from the increase in the fair values of these derivative liabilities.the conversion features were $3,413,367 for the February CAMOFI Note and $846,040 for the February CAMHZN Note.  Upon valuation, a loss of $2,866,582 and $710,514, respectively, was recorded for the February CAMOFI and February CAMHZN notes for the three months ended September 30, 2009.  For the nine months ended September 30, 2009, a loss of $3,029,907 and $750,748, respectively, was recorded for the February CAMOFI and February CAMZHN notes.

F-13

The Company recorded deferred financing costs at issuance aof $116,200 discount on the February CAMOFI Note and a $28,800 discount on the February CAMHZN Note for the difference between the face amount of the notes and the net proceeds received. In addition, the discounts resulting from the conversion options of $161,289$384,460 on the February CAMOFI Note and $39,977$95,292 on the February CAMHZN Note were amortized into interest expense ratably over the life of the Notes. For the three months ended September 30, 2009, the Company recorded amortization expense on the conversion option and issuance costs of $96,039 and $30,479, respectively, on the February CAMOFI Note and $23,896 and $7,554, respectively, on the February CAMHZN Note. For the nine months ended September 30, 2009, the Company recorded amortization expense on the conversion option and issuance costs of $384,460 and $116,200, respectively, on the February CAMOFI Note and $95,292 and $28,800, respectively, on the February CAMHZN Note.
On August 18, 2009, The Company entered into an amendment (the "2009 Amendment") of the February CAMOFI Note and February CAMZHN Note. Pursuant to the 2009 Amendment, the notes were amended as follows:
(a) The maturity dates were extended to August 1, 2010.
(b) The conversion price of the notes was reset to $0.04 per share.
In consideration for the 2009 Amendment, the Company issued 800,000 and 200,000 seven year warrants with an exercise price of $0.000001 per share to CAMOFI and CAMZHN, respectively.  This issuance was not considered an anti-dilution event, therefore no conversion or exercise price adjustments were effected.  The Company recorded on August 18, 2009 a derivative liability of $64,000 for the CAMOFI warrants and $16,000 for the CAMZHN warrants.  At September 30, 2009 the fair value was $160,000 for the CAMOFI warrants and $40,000 for the CAMZHN warrants.  Upon valuation a loss of $96,000 and $24,000, respectively, was recorded for the CAMOFI and CAMZHN warrants for the three and nine months ended September 30, 2009.
On July 17, 2009, the Company entered into an agreement with CAMOFI for the issuance of a Senior Secured Convertible Note for $50,400 (the “July CAMOFI Note”), maturing on August 1, 2010. The July CAMOFI Note can be converted at $0.04 per share at any time during the term of the convertible note, subject to certain anti-dilution adjustments. The note is secured by all of the assets of the Company.
On July 17, 2009, the Company entered into an agreement with CAMHZN for the issuance of a Senior Secured Convertible Note for $12,600 (the “July CAMZHN Note”) maturing on August 1, 2010. The July CAMZHN Note can be converted at $0.04 per share at any time during the term of the convertible note, subject to certain anti-dilution adjustments.
Per U.S. accounting standards, the conversion option of the July CAMOFI and CAMZHN notes is a derivative liability. The Company recorded at issuance a $39,154 derivative liability for the July CAMOFI Note, and a $9,789 derivative liability for the July CAMHZN Note. The conversion option liability is revalued each quarter. At September 30, 2009 the fair value of the conversion features were $245,342 for the July CAMOFI Note and $61,335 for the July CAMHZN Note.  Upon valuation, a loss of $206,188 and $51,546, respectively, was recorded for the July CAMOFI and CAMZHN notes for the three and nine months ended September 30, 2009.
The discounts are amortized into interest expense ratably over the life of the Notes. As of March 31,For the three and nine months ended September 30, 2009, the Company recorded amortization expense on the conversion option of $7,831 on the July CAMOFI Note and $1,958 on the July CAMHZN Note.
On September 25, 2009, the Company entered into an agreement with CAMOFI for the issuance of a Senior Secured Convertible Note for $48,000 (the “September CAMOFI Note”), maturing on August 1, 2010. The September CAMOFI Note can be converted at $0.04 per share at any time during the term of the convertible note, subject to certain anti-dilution adjustments. The note is secured by all of the assets of the Company.
On September 25, 2009, the Company entered into an agreement with CAMHZN for the issuance of a Senior Secured Convertible Note for $12,000 (the “September CAMZHN Note”) maturing on August 1, 2010. The September CAMZHN Note can be converted at $0.04 per share at any time during the term of the convertible note, subject to certain anti-dilution adjustments.
F-14

Per U.S. accounting standards, the conversion option of the September CAMOFI and CAMZHN notes is a derivative liability. The Company recorded at issuance a $245,736 derivative liability for the September CAMOFI Note, and a $61,434 derivative liability for the September CAMHZN Note, corresponding debt discounts of $29,050 on$48,000 and $12,000 and interest expense of $197,736 and $49,434, respectively. The conversion option liability is revalued each quarter. At September 30, 2009 the fair value of the conversion features were $233,659 for the September CAMOFI Note and $7,200 on$58,415 for the September CAMHZN Note.  Upon valuation, a gain of $12,077 and $3,019, respectively, was recorded for the September CAMOFI and CAMZHN notes for the three and nine months ended September 30, 2009.
 
The discounts will be amortized into interest expense ratably over the life of the Notes.
As a result of the reset of the conversion and exercise prices to $0.04 per share, the Company did not have a sufficient number of authorized shares to settle outstanding and exercisable options, warrants, and convertible instruments.  As a result, during the three and nine months ended September 30, 2009, the Company reclassified non-employee warrants and stock options that were previously recorded to additional paid-in capital to  derivative liability.  The non-employee warrants and stock options were initially valued at $836,998 and recorded as additional paid-in capital.  The $707,474 difference between the derivative liability of $129,524 and the $836,998 amount recorded in additional paid-in capital was recorded as a cumulative retained earnings adjustment.  The derivative liability is revalued each quarter.  At September 30, 2009, the fair value was $371,261.  Upon valuation, a loss of $241,737 was recorded for the three and nine months ended September 30, 2009.
Convertible notes payable, net of debt discounts, consist of the following at September 30, 2009:
Amended 12% CAMOFI Note, net of discount of $1,090,947 $1,736,334 
15% CAMZHN Note, net of discount of $184,258  565,742 
February CAMOFI Note  701,200 
February CAMZHN Note  173,800 
July CAMOFI Note, net of discount of $31,323  19,077 
July CAMZHN Note, net of discount of $7,831  4,769 
September CAMOFI Note, net of discount of $48,000  - 
September CAMZHN Note, net of discount of $12,000  - 
  $3,200,922 

F-15

 
4. EQUITY TRANSACTIONS

Stock Option Exercise

On September 15, 2009, an employee exercised options to purchase shares of common stock on a cashless basis.  The holder converted a total of 100,000 options for 65,908 shares of the Company’s common stock.

Equity Compensation

In February 2008, the Company entered into a one year contract with a third party for public relations services valued at $30,000. The fee was paid in the form of 150,000 shares of the Company’s common stock based on the stock market price of the shares at the contract date. The value of the common stock on the date of the transaction was recorded as a deferred charge and is amortized to operating expense over the life of the agreement. Consulting fees under this contract of $2,500$0 and $5,000 were amortized to expense during the quarterthree months ended March 31,September 30, 2009 and March 31,September 30, 2008, respectively. Consulting fees under this contract of $2,500 and $20,000 were amortized to expense during the nine months ended September 30, 2009 and 2008, respectively. As of March 31,September 30, 2009 the balance of deferred consulting fees was fully amortized.

In February 2008, the Company entered into a three month contract with a third party for public relations services valued at $20,000. The fee was paid in the form of 100,000 shares of the Company’s common stock based on the stock market price of the shares at the contract date. The value of the common stock on the date of the transaction was recorded as a deferred charge and is amortized to operating expense over the life of the agreement. Consulting fees under this contract of $20,000 were amortized to expense during the yearnine months ended December 31, 2008 and at March 31, 2009 the balance of deferred consulting fees was fully amortized.September 30, 2008.

In March 2008, the Company entered into a one month contract with a third party for public and financial communication services valued at $25,000. The fee was paid in the form of 125,000 shares of the Company’s common stock based on the stock market price of the shares at the contract date. The value of the common stock on the date of the transaction was recorded as a deferred charge and is amortized to operating expense over the life of the agreement. Consulting fees under this contract of $25,000 were amortized to expense during the yearnine months ended December 31, 2008 and at March 31, 2009 the balance of deferred consulting fees was fully amortized.September 30, 2008.
 
In June 2007, the Company entered into a three year contract with a third party for internet public investor relations services valued at $210,000. The fee was paid in the form of 300,000 shares of the Company’s common stock and valued based on the stock market price of the shares at the contract date. The value of the common stock on the date of the transaction was recorded as a deferred charge and $17,000charge. $18,000 was amortized to operating expense during the quarterthree months ended March 31, 2009.September 30, 2009 and 2008. $53,000 was amortized to operating expense during the nine months ended September 30, 2009 and 2008. At March 31,September 30, 2009 and December 31, 2008, the remaining deferred consulting fees totaled $81,667$46,700 and $204,167,$101,667, respectively.

During the three months ended March 31, 2009 and 2008, the Company amortized approximately $20,000 and $125,000, respectively, of consulting expense related to deferred consulting fees on equity based compensation arrangements discussed above.

As of March 31, 2009 and December 31, 2008, the unamortized portion of consulting fees on such equity based compensation arrangements approximate $82,000 and $102,000, respectively.
F-16

 
Dividends on preferred stock

The preferred shares Series C and preferred shares Series D shares have a mandatory cumulative dividend of $1.25 per share, which is payable on a semi-annual basis in September and December each year to holders of record on November 30 and May 31. The preferred shareholders have certain liquidation preferences and do not have voting rights.

At March 31,September 30, 2009 and December 31, 2008, the Company had a total of 26,680 preferred shares Series C and 11,640 preferred shares Series D issued and outstanding. As of March 31,September 30, 2009 and December 31, 2008, the Company’s accumulated dividends payable is $459,275. The Company did not declare any dividends during the three months ended March 31, 2009.
5. EARNINGS (LOSS) PER SHARE

The following is a reconciliation of the numeratorswere $500,550 and denominators of the basic and diluted earnings (loss) per share computations for the three months ended March 31, 2009 and 2008:$459,275, respectively.

F-16

  2009  2008 
  Income     Per Share  Income     Per Share 
  (Loss)  Shares  Amount  (Loss)  Shares  Amount 
                   
Net income $(3,575,506)       $325,835       
Less:  Preferred stock dividends  -         -       
Basic income available to common shareholders $(3,575,506)  15,344,654  $(0.23) $325,835   14,033,089  $0.02 
                         
Add:  Preferred dividends  -   -       -         
Add:  Interest on convertible debt  -   -       254,100   -     
Add:  Dilutive impact of convertible preferred stock  -   -       -   1,026,676     
Add:  Dilutive impact of convertible debt  -   -       -   23,333,333     
Add:  Dilutive impact of options and warrants  -   -       -   3,588,614     
                         
Diluted income available to common shareholders $(3,575,506)  15,344,654  $(0.23) $579,935   41,981,711  $0.01 
 
The computation of diluted earnings per share does not assume conversion or exercise of securities that may have an anti-dilutive effect on earnings per share. Convertible preferred stock, convertible debt, stock options and warrants that have not been included in the diluted income per share computation totaled 59,025,025 and 3,490,792 shares of common stock for the three months ended March 31, 2009, and 2008, respectively.
6.5. RESTATEMENT

The statement of operations and statement of cash flows for the three and nine months ended March 31,September 30, 2008 included herein were restated to reflect the effect of changes to the original accounting for the CAMOFI Note issued in February 2006.  The original accounting did not record thea separate derivative for the conversion option and the warrants in accordance with FAS 133, “Accounting for Derivative Instruments and Hedging Activities” and EITF 00-19, “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled In, a Company’s Own Stock”.warrants.

The effect of these changes impacted the balance sheet and the statement of operations from February 2006 through December 31, 2008. The balance sheet effect is due to recording the conversion option and warrant liabilities and the effect on the statement of operations is due to the gains and losses from the quarterly fair value adjustments and an increase in interest expense. Accordingly, the statement of operations for the three and nine months ended March 31,September 30, 2008 has been restated as summarized below:

Effect of Correction As Previously Reported  Adjustment  As Restated 
Balance Sheet as of September 30, 2008            
Conversion Option Liability  -   4,032,781   4,032,781 
Warrant Liability  -   310,389   310,389 
Convertible Note Payable  543,390   (348,758)   194,632 
Accumulated Deficit  13,860,275   1,697,812   15,558,087 
Total Stockholders’ Deficit  3,604,689   3,859,895   7,464,584 
Statement of Operations for the three months ended September 30, 2008            
Marked-to-Market Gain (Loss)  (37,899)   (753,801)   (791,700) 
Interest Expense  57,387   428,415   485,802 
Net Income (Loss)  (762,203)  (1,182,216)   (1,944,419) 
Net Income (Loss) Available to common shareholders  (803,478)  (1,140,941)   (1,944,419) 
EPS - Diluted  (0.05)  (0.08)   (0.13) 
Statement of Operations for the nine months ended September 30, 2008            
Marked-to-Market Gain (Loss)  (37,899)   31,904   (5,995) 
Interest Expense  1,041,538   298,677   1,340,215 
Net Income (Loss)  (2,586,435)   (266,773)   (2,853,208) 
Net Income (Loss) Available to common shareholders  (2,627,710)   (266,773)   (2,894,483) 
EPS – Basic and Diluted  (0.18)   (0.02)   (0.20) 
Effect of Correction As Previously Reported  Adjustment  As Restated 
Balance Sheet as of March 31, 2009            
Conversion Option Liability  0   2,737,709   2,737,709 
Warrant Liability  0   1,713,023   1,713,023 
Accumulated Deficit  12,207,494   2,418,144   14,625,638 
Total Stockholders’ Deficit (equity)  1,908,610   4,899,674   6,808,284 
Statement of Operations for the three months ended March 31, 2009            
Marked-to-Market Gain (Loss)  0   1,300,762   1,300,762 
Net Income (Loss)  (974,927)  1,300,762   325,835 
EPS - Basic  (0.07)  0.09   0.02 
EPS - Diluted  (0.07)  0.03   0.008 

6. SUBSEQUENT EVENTS

Stock issuances

On October 19, 2009, the Company issued 100,000 shares of common stock to a consultant in consideration for services rendered that were valued at $18,000

On October 19, 2009, 630,000 options to purchase common stock that were previously granted to a consultant were exercised at an exercise price of $0.15 per share.
Acquisition of 100% of the Outstanding Stock of Precision Aerostructures, Inc
On October 9, 2009, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with PAI and Michael Cabral (“Cabral”) pursuant to which Cabral, as the sole shareholder of PAI, agreed to transfer to the Company, and the Company agreed to acquire from Cabral, all of the capital stock of PAI (the “PAI Shares”) in exchange for 5,000,000 shares of the Company’s common stock (the “NCCI shares”) and a promissory note (the “Note”) in the principal amount of $500,000 payable from the proceeds of any equity financing with gross proceeds of at least $2,000,000, provided that the investors in such financing permit the proceeds thereof  to be used for such purpose.  
 
F-17


Additionally, at such time (the “Vesting Date”) as the cumulative net income of PAI is at least $3,000,000 for the period commencing on January 1, 2010 and ending on October 9, 2012 the Company will issue to Cabral warrants (the “Warrants”) to purchase 3,000,000 shares of the Company’s common stock.  The Warrants will be for a term of the earlier of three years from the Vesting Date or January 1, 2014, and shall have an exercise price of $0.10 per share. The share exchange was consummated on October 9, 2009.
PAI is a world class supplier of precision machined details and assemblies for many of the major aircraft builders in the United States and around the world. PAI specializes in engineering, and manufacturing of precision CNC machined multi-axis structural aircraft components.  PAI’s production facility is in Rancho Cucamonga, California.
The terms of the purchase were the result of arms-length negotiations. 
Additionally, the Company advanced $250,000 to PAI.
The Company and PAI are currently in the process of determining and settling the final acquisition price.
Following the acquisition, the Company will report PAI' results of operations as a new segment. 
F-18

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

The following discussion should be read in conjunction with the Company's consolidated financial statements and the notes thereto appearing elsewhere in this Form 10-Q. Certain statements contained herein that are not related to historical results, including, without limitation, statements regarding the Company's business strategy and objectives, future financial position, expectations about pending litigation and estimated cost savings, are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the "Securities Exchange Act") and involve risks and uncertainties. Although the Company believes that the assumptions on which these forward-looking statements are based are reasonable, there can be no assurance that such assumptions will prove to be accurate, and actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, regulatory policies, and market and general policies, competition from other similar businesses, and market and general economic factors. All forward-looking statements contained in this Form 10-Q are qualified in their entirety by this statement.

OVERVIEW

The Company is engaged in acquiring, re-manufacturing and selling pre-owned Computer Numerically Controlled ("CNC") machine tools to manufacturing customers. The Company provides rebuilt, retrofit and remanufacturing services for numerous brands of machine tools. The remanufacturing of a machine tool, typically consisting of replacing all components, realigning the machine, adding updated CNC capability and electrical and mechanical enhancements, generally takes two to four months to complete. Once completed, a remanufactured machine is a "like new," state-of-the-art machine with a price ranging from $275,000 to $1,000,000, which is substantially less then the price of an equivalent new machine. The Company also manufactures original equipment CNC large turning lathes and attachments under the trade name Century Turn.

CNC machines use commands from onboard computers to control the movements of cutting tools and rotation speeds of the parts being produced. Computer controls enable operators to program operations such as part rotation, tooling selection and tooling movement for specific parts and then store the programs in memory for future use. The machines are able to produce parts while left unattended. Because of this ability, as well as superior speed of operation, a CNC machine is able to produce the same amount of work as several manually controlled machines, as well as reduce the number of operators required; generating higher profits with less re-work and scrap. Since the introduction of CNC tooling machines, continual advances in computer control technology have allowed for easier programming and additional machine capabilities.

A vertical turning machine permits the production of larger, heavier and more oddly shaped parts on a machine, which uses less floor space when compared to the traditional horizontal turning machine because the spindle and cam are aligned on a vertical plane, with the spindle on the bottom.

The primary industry segments in which the Company’s machines are utilized to make component parts are in aerospace, power generation turbines, military, component parts for the energy sector for natural gas and oil exploration and medical fields. The Company sells its products to customers located in United States, Canada and Mexico.
4

There were no significant international sales during 2009 and 2008.
 
Over the last four years, the Company has designed and developed a large horizontal CNC turning lathe with productivity features new to the metalworking industry. The Company believes that a potential market for the Century Turn Lathe, in addition to the markets mentioned above, is aircraft landing gear.

We provide our manufactured and remanufactured machines as part of the machine tool industry. The machine tool industry worldwide is approximately a 30 billion dollar business annually. The industry is sensitive to market conditions and generally trends downward prior to poor economic conditions, and improves prior to an improvement in economic conditions.

Our machines are utilized in a wide variety of industry segments as follows: aerospace, energy, valves, fittings, oil and gas, machinery and equipment, and transportation. With the recent downturn in the aerospace industry, we have seen an increase in orders from new industries such as defense and medical industries.

4

The Company's current strategy is to expand its customer sales base with its present line of machine products. The Company's growth strategy also includes strategic acquisitions in addition to growing the current business. Plans for expansion are funded through current working capital from ongoing sales. A significant acquisition will require additional financing.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31,SEPTEMBER 30, 2009 COMPARED TO MARCH 31,SEPTEMBER 30, 2008.

     Revenues.  The Company generated revenues of $1,298,458$644,609 for the three months ended March 31,September 30, 2009, which was a $228,144$353,281 or 15%35% decrease from $1,526,602$997,890 for the three months ended  March 31,September 30,  2008.  The decrease is the result of lower then usual salesthan general economic climate and a tighter credit market.

     Gross Profit.Loss.  Gross profitloss for the three  months  ended March 31,September 30,  2009,  was $(67,085)$8,451 or 5%-1% of revenues,  compared to $218,123$330,955 or 14%-33% of revenues for the three months ended March 31,September 30, 2008, a 131%97% decrease. The decrease in gross profitloss is due to certain fixedmanagement strategy to lower cost of sales through reduction of overhead expenses applied to lower revenues.

Operating Loss.  Operating loss for the three months ended March 31, 2009, was $551,058 compared to $544,786 for the three months ended March 31, 2008. The increase in lossand cost of $6,272 is primarily due to decreased revenues and lower gross profit on jobs in progress for the quarter ended March 31, 2009.materials.

     Interest Expense and Debt Discount Amortization.Operating Expenses.   Interest expense for the three months ended March 31, 2009, was $490,498 compared with $486,769 for the three months ended March 31, 2008. The increase of $3,729 in interest expenses is due to additional interest on new convertible loans.
5

The Company incurred total operating expenses of $483,973$593,247 for the three months ended March 31,September 30, 2009, which was a $278,936$257,285 or 37% decrease77% increase from $762,909$335,962 for the three months ended March 31,September 30, 2008. In the three months ended March 31,September 30, 2009, compared with the three months ended March 31,September 30, 2008, all the operating expenses increased (decreased) as follow:follows:

  
Increase/(Decrease)
%
 
Consulting and other compensation  (77250)
Salaries and related  18642 
Selling, general and administrative  (39(63))

The decreaseincrease in consulting and other compensation is due to approximately $331,000 of compensation expense related to the reduction in the numberissuance of consulting contracts4,200,000 common stock options. Selling, general and the expiration of the existing contracts. The increase in salaries and related costs isadministrative expenses decreased primarily due to the above reclassification, and secondarily due to management’s strategy to reduce operating expenses.

Operating Loss.  Operating loss for the three months ended September 30, 2009, was $601,698 compared to $666,917 for the three months ended September 30, 2008. The decrease in loss of certain costs$65,219 is primarily due to compensationdecreased cost of sales and decreased selling, general and administrative expenses decreased due tofor the increase in public company costs.quarter ended September 30, 2009.

Change     Interest Expense.  Interest expense for the three months ended September 30, 2009, was $1,064,798 compared with $485,802 for the three months ended September 30, 2008. The increase of $578,996 in Fair Valueinterest expenses is due to additional interest on new convertible loans.  A significant component of interest expense relates to the non-cash amortization of debt discounts, which approximated $765,000 and $370,000 during the three months ended September 30, 2009 and 2008, respectively.
     Loss on valuation of Derivative Liabilities. In connection with its convertible notes, the Company recorded conversion options and warrant derivative liabilities. The derivative liabilities are reevaluatedrevalued each reporting period.  During the three months ended September 30, 2009, we recorded a $19,649,947 loss on the change in fair value due to the increase in stock price and decrease in the conversion and warrant exercise prices. For the three months ended March 31,September 30, 2009, we recorded a $14,356,701 loss from the increase in fair value of the conversion option liability and a $992,599 loss from increase in fair value of the warrant liability on the CAMOFI Convertible Notes. Also, for the three months ended September 30, 2009, a $1,815,343$3,755,561 loss from increase in fair value of the conversion option liability and a $105,743$303,349 loss from the increase in fair value of the warrant liability on the CAMHZN Convertible Notes.  Also, for the three months ended September 30, 2009, a $241,737 loss from increase in fair value of the derivative liability related to the non-employee stock options and warrants.

5

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 COMPARED TO SEPTEMBER 30, 2008.

Revenues.  The Company generated revenues of $3,058,941 for the nine months ended September 30, 2009, which was a $900,227 or 23% decrease from $3,959,168 for the nine months  ended  September 30,  2008.  The decrease is the result of the general economic climate and a tighter credit market.

Gross Profit / (Loss).  Gross profit for the nine  months  ended September 30,  2009,  was $393,258 or 13% of revenues,  compared to a gross loss of $41,770 or -1% of revenues for the nine months ended September 30, 2008, a $435,028 increase. The increase in gross profit is due to due to management strategy to lower cost of sales through reduction of overhead expenses and cost of materials.

Operating Expenses. The Company incurred total operating expenses of $1,337,504 for the nine months ended September 30, 2009, which was a $187,929 or 12% decrease from $1,525,433 for the nine months ended September 30, 2008. In the nine months ended September 30, 2009, compared with the nine months ended September 30, 2008, operating expenses increased (decreased) as follows:

Increase/(Decrease)
%
Consulting and other compensation21
Salaries and related68
Selling, general and administrative(51)

The increase in consulting and other compensation is due to approximately $366,000 of compensation expense related to the issuance of 4,200,000 common stock options and the vesting of common stock options granted in 2008. Selling, general and administrative expenses decreased primarily due to above reclassification, and secondarily due to management’s strategy to reduce operating expenses.
Operating Loss.  Operating loss for the nine months ended September 30, 2009, was $944,246 compared to $1,567,203 for the nine months ended September 30, 2008. The decrease in loss of $622,957 or 40% is primarily due to decreased consulting and selling, general and administrative expenses.

 Interest Expense.  Interest expense for the nine months ended September 30, 2009, was $2,685,653 compared with $1,340,215 for the nine months ended September 30, 2008. The increase of $1,345,438, or 100%, in interest expenses is due to additional interest on new convertible loans.  A significant component of interest expense relates to the non-cash amortization of debt discounts, which approximated $1,901,000 and $1,808,684 during the nine months ended September 30, 2009 and 2008, respectively.
Loss on Valuation of Derivative Liabilities. In connection with its convertible notes, the Company recorded conversion options and warrant liability wasderivative liabilities. The derivative liabilities are revalued each reporting period.  For the nine months ended September 30, 2009, we recorded a $21,225,850 loss on the CAMOFI 12% Convertible Note. Also, there waschange in fair value due to the increase in stock price and decrease in the conversion and warrant exercise prices.  For the nine months ended September 30, 2009,we recorded a $30,000 gain$15,470,287 loss from the increase in fair value associated withof the warrants to purchase common stock, grantedconversion option liability and a $1,050,072 loss from the increase in connection withfair value of the $600,000 convertible debenture.

Aswarrant liability on the CAMOFI Convertible Notes. Also, for the nine months ended September 30, 2009, we recorded a $4,141,931 loss from the increase in fair value of March 31,the conversion option liability and a $321,823 loss from the increase in fair value of the warrant liability on the CAMHZN Convertible Notes.  Also, for the three months ended September 30, 2009, there was a $471,643$241,737 loss from increase in fair value of the February 2009 CAMOFI conversion optionderivative liability related to the non-employee stock options and a $116,902 loss from increase in the fair value of the February 2009 CAMHZN conversion option liability.warrants.

The decrease in fair value was recorded as a gain in the Company Statement of Operation. (See Note 3 to the condensed consolidated financial statements).
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FINANCIAL CONDITION, LIQUIDITY, CAPITAL RESOURCES

The net increasedecrease in cash during the threenine months ended March 31,September 30, 2009 was $236,193. The increase is due to $730,000 proceeds from issuance of 730,000 convertible note payable.$28,735.

For the threenine months ended March 31,September 30, 2009, the cash provided by financing activities was $719,715,$837,205, compared with $448,052$487,232 in the threenine months ended March 31,September 30, 2008. For the threenine months ended March 31, 2008,September 30, 2009, $859,242 cash was used byin operating activities.activities, compared with $732,388 in the nine months ended September 30, 2008.

GOING CONCERN

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company has an accumulated deficit of approximately $16,701,824,$37,064,000, a net loss of approximately $3,821,869,$24,850,000, a working capital deficit of approximately $8,485,264$29,163,000 and was also in default on two of its convertible debt.notes payable with a combined principal and accrued interest balance of approximately $4,100,000 at September 30, 2009. These factors among others, raisesraise substantial doubt about the Company's ability to continue as a going concern. The Company intends to fund operations through anticipated increased sales along with renegotiated or new debt and equity financing arrangements which management believes may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending December 31, 2009. Therefore, the Company will be required to seek additional funds to finance its long-term operations.  The successful outcome of future activities cannot be determined at this time and there is no assurance that if achieved, the Company will have sufficient funds to execute its intended business plan or generate positive operating results.
 
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In response to these problems, management has taken the following actions:
·The Company continuescontinued its aggressive program for selling machines.machines;
·The Company continuescontinued to implement plans to further reduce operating costs.costs; and
·The Company is seeking investment capital through the public and private markets.

The condensed consolidated financial statements do not include any adjustments related to recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

INFLATION AND CHANGING PRICES

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

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, assumptions and estimates that affect the amounts reported in our consolidated financial statements and the accompanying notes. The amounts of assets and liabilities reported on our balance sheet and the amounts of revenues and expenses reported for each of our fiscal periods are affected by estimates and assumptions, which are used for, but not limited to, the accounting for revenue recognition, accounts receivable, doubtful accounts, inventories, and inventories.derivative liabilities. Actual results could differ from these estimates. The accounting policies stated below are significantly affected by judgments, assumptions and estimates used in the preparation of the financial statements:

Revenue Recognition

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

The Company accounts for shipping and handling fees and costs in accordance with EITF 00-10 "Accounting for Shipping and Handling Fees and Costs."U.S. accounting standards.  Such fees and costs incurred by the Company are recorded to cost of goods sold and are immaterial to the operations of the Company.

In accordance with SFAS 48, "Revenue Recognition when Right of Return Exists," revenue
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Revenue is recorded net of an estimate of markdowns, price concessions and warranty costs. Such reserve is based on management's evaluation of historical experience, current industry trends and estimated costs.

In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin 101 ("SAB 101"), "Revenue Recognition," as amended by SAB No. 104 which outlines the basic criteria that must be met to recognize revenue and provides guidance for presentation of revenue and for disclosure related to revenue recognition policies in financial statements filed with the Securities and Exchange Commission. Management believes that the Company's revenue recognition policy for services and product sales conforms to SAB 101 amended by SAB 104.U.S. accounting standards. The Company recognizes revenue of long-term contracts pursuant to SOP 81-1.
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U.S. accounting standards.

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, takes 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 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 may extend over a period of time, 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 consolidated financial statements.

Contracts that are substantially complete are considered closed for consolidated financial statement purposes. Revenue earned on contracts in progress in excess of billings (under billings) is classified as a current asset. Amounts billed in excess of revenue earned (over billings) are classified as a current liability.
Inventories are stated
Accounting for Derivative Instruments

The Company records liabilities for embedded derivatives related to its convertible notes payable at their fair values at the lowerinception date of cost or net realizable value. Cost is determined under the first-in, first-out method. Inventories represent cost of work in process on units not yet under contract. Cost includes all direct material and labor, machinery, subcontractors and allocations of indirect overhead. The Company had inventory reserves approximating $578,000 and $533,000notes.  In accordance with U.S. accounting standards, the derivative liabilities are revalued at March 31, 2009, and December 31, 2008, respectively.

  
Inventory
cost
(thousands)
  
Direct
Labor
(thousands)
  
Direct
Material
(thousands)
  
Subcontractors
(thousands)
  
Allocation of
Indirect
Overhead
(thousands)
 
03/31/09 $990  $66  $523  $47  $354 
12/31/2008 $1,097  $107  $568  $45  $377 

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each subsequent balance sheet date.

Other Significant Accounting Policies

Other significant accounting policies not involving the same level of measurement uncertainties as those discussed above, are nevertheless important to an understanding of the financial statements. The policies related to consolidation and loss contingencies require difficult judgments on complex matters that are often subject to multiple sources of authoritative guidance. Certain of these matters are among topics currently under reexamination by accounting standards setters and regulators. Although no specific conclusions reached by these standards setters appear likely to cause a material change in our accounting policies, outcomes cannot be predicted with confidence. Also see Note 1 of Notes to Condensed Consolidated Financial Statements, Summary of Significant Accounting Policies, which discusses accounting policies that must be selected by management when there are acceptable alternatives.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer, who is also our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer concluded as of March 31,September 30, 2009 that our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses discussed immediately below.
 
Material Weaknesses

(1)   We had not effectively implemented comprehensive entity-level internal controls, as evidenced by the following deficiencies:

   We did not establish an independent Audit Committee who are responsible for the oversight of the financial reporting process, nor was an Audit Committee Charter defined.  At the current time we do not have any independent members of the Board who could comprise this committee.

   We did not establish an adequate Whistle Blower program for  the receipt, retention, and treatment of complaints received by the issuer regarding accounting, internal accounting controls, or auditing matters; and the confidential, anonymous submission by employees of the issuer of concerns regarding questionable accounting or auditing matters to the Audit Committee and Board of Directors.

   We did not have an individual on our Board, nor on the Audit Committee, who meets the “Financial Expert” criteria.

   We did not maintain documentation evidencing quarterly or other meetings between the Board, senior financial managers and our outside general counsel.  Such meetings include reviewing and approving quarterly and annual filings with the Securities and Exchange Commission and reviewing on-going activities to determine if there are any potential audit related issues which may warrant involvement and follow-up action by the Board.

   We did not follow a formal fraud assessment process to identify and design adequate internal controls to mitigate those risks not deemed to be acceptable.

   We did not conduct annual performance reviews or evaluations of our management and staff employees.

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(2)   We did not have a sufficient complement of personnel with appropriate training and experience in GAAP, as evidenced by the following deficiencies:

   We do not have a formally trained Chief Financial Officer who is responsible for the oversight of the accounting function.  Currently the CEO is responsible for this function, but has not had formal accounting or auditing experience.

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   The Controller is the only individual with technical accounting experience in our company but is limited in the exposure to SEC filings and disclosures and is not a full-time employee of the company.Company.

   We have not consulted with other outside parties with accounting experience to assist us in the SEC filings and disclosures prior to the December 31, 2008 10-K filing during 2009.disclosures.

(3) We did not adequately segregate the duties of different personnel within our accounting group due to an insufficient complement of staff and inadequate management oversight.
 
(4)   We did not adequately design internal controls as follows:

·  The controls identified in the process documentation were not designed effectively and had no evidence of operating effectiveness for testing purposes.
·  The controls identified in the process documentation did not cover all the risks for the specific process
·  The controls identified in the process documentation did not cover all applicable assertions for the significant accounts.

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(5)   Due to the material weaknesses identified at our entity level we did not test whether our financial activity level controls or our information technology general controls were operating sufficiently to identify a deficiency, or combination of deficiencies, that may result in a reasonable possibility that a material misstatement of the financial statements would not be prevented or detected on a timely basis.
 
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
 
There have been no significant changes in the Company's internal control over financial reporting during the Company's most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. Inherent limitations exist in any system of internal control including the possibility of human error and the potential of overriding controls. Even effective internal controls can provide only reasonable assurance with respect to financial statement preparation. The effectiveness of an internal control system may also be affected by changes in conditions.
 
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PART II.  OTHER INFORMATION

Item 1.     Legal Proceedings

      None.

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds

      None.

Item 3.     Defaults Upon Senior Securities

Starting October 2008, the Company has been in default with all monthly payments on the 12% CAMOFI and 15% CAMHZN Convertible Note payable. As of March 31,September 30, 2009, the Companys defaultamount of payments in arrears of principal and interest aggregate to $510,000.$1,500,000.

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

      None.

Item 5.     Other Information

      None.

Item 6.     Exhibits

      Exhibit 31.1 Certification required by Rule 13a-14(a) or Rule 15d-14(d) and under Section 302 of the Sarbanes-Oxley act of 2002

      Exhibit 32.1 Certification required by Rule 13a-14(a) or Rule 15d-14(d) and under Section 906 of the Sarbanes-Oxley act of 2002
 
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SIGNATURES

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

May 20,November 16, 2009NEW CENTURY COMPANIES, INC.
  
 /s/ DAVID DUQUETTE
 Name:  David Duquette
 Title: Chairman, President and Director

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

May 20,November 16, 2009/s/ DAVID DUQUETTE
 Name:  David Duquette
 Title: Chairman, President and Director
  
May 20,November 16, 2009/s/ JOSEF CZIKMANTORI
 Name: Josef Czikmantori
 Title: Secretary and Director

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