Edgar Filing: NEW CENTURY COMPANIES INC

		Page No.
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Consolidated Balance Sheets -
June 30, 2008 (Unaudited) and December 31, 2007		F-1

Condensed Consolidated Statements of Operations (Unaudited) -
Three and Six Months Ended June 30, 2008 and 2007		F-2

Condensed Consolidated Statements of Cash Flows (Unaudited) -
Six Months Ended June 30, 2008 and 2007		F-3

Notes to Condensed Consolidated Financial Statements		F-4

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		2

Item 3. Quantitative and Qualitative Disclosures About Market Risk		7

Item 4T. Controls and Procedures		7

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

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,” “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.

NEW CENTURY COMPANIES, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30, 2008 and December 31, 2007

ITEM 1. FINANCIAL STATEMENTS

	June 30, 2008			December 31,
	2008			2007
	(unaudited)
ASSETS
Current Assets
Cash		-			281,729
Contract receivables, net		390,900			438,876
Inventories, net		653,730			886,107
Costs and estimated earnings in excess of billings on uncompleted contracts		435,434			570,797
Deferred financing costs, current portion		139,178			358,292
Prepaid expenses and other current assets		278,599			14,183

Total current assets		1,897,841			2,549,984

Property and Equipment, net		227,860			269,092
Deferred financing costs, long-term portion		206,331			59,715
Total Assets	$	2,332,032		$	2,878,791

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Bank Overdraft	$	66,627		$	18,962
Accounts payable and accrued liabilities		1,055,107			2,074,666
Dividends payable		418,000			376,725
Billings in excess of costs and estimated earnings on uncompleted contracts		329,038			88,025
Capital lease obligation, current portion		26,703			25,597
Deferred Gain on forgiveness of debt		554,218			-
Convertible (2007 only) notes payable, net of discount of $319,133
at June 30, 2008 and $1,175,504 for December 31, 2007, current portion		149,324			1,391,163

Total current liabilities		2,599,017			3,975,138

Long Term Liabilities
Capital lease obligation, long-term portion		19,750			37,679
Deferred Gain on forgiveness of debt		600,402			-
Convertible (2007 only) notes payable, net of discount of $345,728
for June 30, 2008 and $0 for December 31, 2007, long-term portion		2,135,815			-

Total long term liabilities		2,755,967			37,679

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 $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;
15,344,656 and 13,744,654 shares issued and outstanding
at March 31, 2008 and December 31, 2008, respectivelly		1,534,466			1,374,466
Subscriptions receivable		(462,500	)		(462,500	)
Notes receivable from stockholders		(545,165	)		(545,165	)
Deferred consulting fees		(166,756	)		(334,921	)
Additional paid-in capital		9,397,195			9,748,781
Accumulated deficit		(13,098,072	)		(11,232,567	)

Total stockholders' deficit		(3,022,952	)		(1,134,026	)

Total liabilities and stockholders' deficit	$	2,332,032			2,878,791

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 Six Months Ended June 30, 2008 and 2007

(Unaudited)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2008			2007			2008			2007


CONTRACT REVENUES	$	1,434,676		$	2,600,147		$	2,961,278		$	5,785,616

COST OF SALES	$	1,363,614			1,889,145			2,672,093			3,889,375

GROSS PROFIT		71,062			711,002			289,185			1,896,241

OPERATING EXPENSES
Consulting and other compensation		73,998			212,955			345,382			642,318
Salaries and related		74,123			110,336			127,619			226,970
Selling, general and administrative		278,441			195,095			716,470			368,371
TOTAL OPERATING EXPENSES		426,562			518,386			1,189,471			1,237,659

OPERATING INCOME (LOSS)		(355,500	)		192,616			(900,286	)		658,582

OTHER INCOME (EXPENSES)
Gain (loss) on writeoff of accounts payable		3,577			4,729			60,205			(6,959	)
Interest expense		(497,382	)		(722,273	)		(984,151	)		(1,187,514	)

TOTAL OTHER EXPENSES		(493,805	)		(717,544	)		(923,946	)		(1,194,473	)

LOSS BEFORE PROVISION FOR
INCOME TAXES		(849,305	)		(524,928	)		(1,824,232	)		(535,891	)

PROVISION FOR INCOME TAXES		-			-			-			-

NET LOSS	$	(849,305	)	$	(524,928	)	$	(1,824,232	)	$	(535,891	)

Preferred Stock Dividends	$	(41,275	)	$	27,350		$	(41,275	)	$	27,350

NET LOSS APPLICABLE
TO COMMON STOCKHOLDERS	$	(890,580	)		(497,578	)	$	(1,865,507	)	$	(508,541	)

Basic and diluted net loss available to
common stockholders per common share	$	(0.06	)		(0.04	)	$	(0.13	)	$	(0.04	)

Basic and diluted weighted average common
shares outstanding		14,200,975			12,654,601			14,040,672			12,320,927

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 Six Months Ended June 30, 2008 and 2007

(Unaudited)

	2008			2007


Cash flows from operating activities:
Net loss	$	(1,824,232	)	$	(535,891	)
Adjustments to reconcile net loss to net cash
(used in) provided by operating activities:
Depreciation and amortization of property and equipment		41,232			63,535
Gain on write off of accounts payable		(60,205	)		-
Amortization of deferred financing cost		180,960			179,148
Amortization of debt discount		503,788			848,485
Amortization of deferred consulting fees and deferred employees stock option		168,165			(126,683	)
Estmated fair market value of common stock issued for consulting services
and related change in fair value		83,000			610,000
Conversion of interest to common stock		-			74,317
Bad debt expense		27,259			-

Changes in operating assets and liabilities:
Contracts receivable		20,717			(4,766	)
Inventories		232,377			(173,695	)
Costs and estimated earnings in excess of billings on uncompleted contracts		135,363			48,960
Prepaid expenses and other current assets		(264,416	)		18,645
Notes receivable from stockholders		-			(17,500	)
Accounts payable and accrued liabilities		202,406			(77,846	)
Billings in excess of costs and estimated earnings on uncompleted contracts		241,013			(99,635	)

Net cash (used in) provided by operating activities		(312,573	)		807,074

Cash flows from investing activities:
Purchases of property and equipment		-			(30,000	)

Net cash used in investing activities		-			(30,000	)

Cash flows from financing activities:
Restricted cash		-			123,898
Bank overdraft		47,665			6,929
Proceeds of issuance of convertible notes payable		-			-
Principal payments on notes payable		(16,821	)		(620,523	)
Deferred financing costs		-			-

Net cash provided by (used in) financing activities		30,844			(489,696	)

Net (decrease) increase in cash		(281,729	)		287,378

Cash at beginning of period		281,729			53,318

Cash at end of period	$	-		$	340,696

Supplemental disclosure of non-cash financing and investing activities:

Accrued cumulative dividends on preferred stock	$	41,275		$	42,400

Reversal of accrued dividends older than four years on preferred stock	$	-		$	(69,750	)

Conversion of notes payable and interest to common stock	$	-		$	424,317

Common stock and warrants issued for deferred financing costs	$	102,500		$	-

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 SIX MONTHS ENDED JUNE 30, 2008 AND 2007

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization And Nature Of Operations

New Century Companies, Inc. and its wholly owned subsidiary, New Century 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.

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 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".

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.. 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 consolidated financial statements, accounting policies and notes thereto included in the Company's Annual Report on Form 10-KSB for the year ended December 31, 2007, 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 June 30, 2008, 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 six months ended June 30, 2008 are not necessarily indicative of the results for the full year ending December 31, 2008. Amounts related to disclosure of December 31, 2007 balances within these interim condensed consolidated financial statements were derived from the audited 2007 consolidated financial statements and notes thereto.

F-4

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 losses from operations year to date of approximately $849,000, an accumulated deficit of approximately $13,098,000 and a negative working capital balance of approximately $701,000. 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, 2008. Therefore, the Company will be required to seek additional funds to finance its long-term operations.

In response to these problems, management has taken the following actions:

·	The Company continues its aggressive program for selling inventory.

·	The Company continues to implement plans to further reduce operating costs.

·	The Company is seeking investment capital through the public and private markets.

·	The Company has successfully restructured its debt, eliminating the penalties and interest for past default and extending the repayment term (See Note 3).

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.

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.

Inventory

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 cost, offset by reserve for estimated markdowns on inventory costs.

Inventory costs as of June 30, 2008 and December 31, 2007:

	June 30, 2008			December 31, 2007

Cost of labor	$	67,000		$	86,000
Cost of materials		451,000			615,000
Cost of subcontracted services		42,000			61,000
Allocation of indirect overhead cost		380,000			410,000

Gross inventory	$	940,000		$	1,172,000

Reserve for estimated markdowns on inventory costs		(286,000	)		(286,000	)

Net inventory	$	654,000		$	886,000

F-5

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 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 pursuant to Statements of Position 81-1, “Accounting for Performance of Construction-Type and Certain Production-Type 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.

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.

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." 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," 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 June 30, 2008, the Company estimated the markdowns, price concessions and warranty costs and concluded amounts are immaterial and did not record any adjustment to revenues.

F-6

Basic And Diluted Loss Per Common Share

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted net income (loss) per share is computed by dividing net income (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 1,352,000 at June 30, 2008 and 6,192,972 at December 31, 2007 are not included in the diluted loss per share as they would be anti-dilutive. Accordingly, diluted and basic loss per common share are the same at June 30, 2008 and December 31, 2007.

Stock Based Compensation

Effective January 1, 2006, we adopted the fair value method of accounting for employee stock compensation cost pursuant to SFAS No. 123-R, “Share-Based Payments”. Prior to that date, the Company used the intrinsic value method under Accounting Policy Board Opinion No. 25 to recognize compensation cost.

Under the modified prospective method of adoption for SFAS No. 123-R, the compensation cost recognized by the Company beginning January 1, 2006 includes compensation cost for all equity incentive awards granted subsequent to January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS No. 123-R. The Company had no equity incentive awards granted prior to January 1, 2006 that were not yet vested. Accordingly, $0 and $86,400 of share-based compensation expense was recognized in the accompanying condensed consolidated financial statements for the three month periods ended June 30, 2008 and 2007, respectively. $0 and $216,000 of share-based compensation expense was recognized in the accompanying condensed consolidated financial statements for the six month periods ended June 30, 2008 and 2007, respectively.

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.

On November 13, 2006, the Company granted 2,000,000 options to key employees. At June 30, 2008, the Company had 1,050,000 options available for future issuance under their equity compensation plans.

There is 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 or six months ended June 30, 2008 and 2007. 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.

F-7

In accordance with SFAS No. 123-R, 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, no changes occurred in the period ended June 30, 2007.

Options outstanding that have vested and are expected to vest as of June 30, 2008 are as follows:

					Weighted
			Weighted		Average
			Average		Remaining		Aggregate
	Number of		Exercise		Contractual		Intrinsic
	Shares		Price		Term in Years		Value (1)
Vested (2)		3,950,000	$	0.20		0.97	$	—
Expected to vest		—					$	—
Total		3,950,000					$	—

(1)	These values are calculated as the difference between the exercise price and $0.13, the closing market price of the Company's common stock on June 30, 2008 as quoted on the Over-the-Counter Bulletin Board under the symbol "NCNC.OB" for all in-the-money options outstanding.

(2)	Includes 800,000 options that became fully vested on March 14, 2008 and are valued at $120,000 based on the stock market price of the shares at the contract date.

F-8

Options outstanding that are expected to vest are net of estimated future forfeitures which are estimated when compensation costs are recognized in accordance with the provisions of SFAS No. 123-R, Additional information with respect to stock option activity is as follows:

			Outstanding Options
	Shares				Weighted		Aggregate
	Available		Number of		Average		Intrinsic
	for Grant		Shares		Exercise Price		Value (1)

December 31, 2007		1,050,000		3,950,000	$	0.20	$	79,000

Grants		—		—		—
Exercises		—		—		—
Cancellations		—		—		—
June 30, 2008		1,050,000		3,950,000	$	0.20	$	—

Options exercisable at:
June 30, 2008				3,950,000	$	0.20
December 31, 2007				3,150,000	$	0.20

(1)

Represents the 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 June 30, 2008 and December 31, 2007, the market price of the Company's common stock was $0.13 and $0.22, respectively) for all in-the-money options outstanding..

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 account 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 transactions 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 in 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 using 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-9

Deferred Financing Costs

Note Payable

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.

In June 2008, in connection with the CAMOFI debt reduction as discussed in Note 3, the Company entered into a contract with a third party for financial services. The Company issued 300,000 shares of common stock valued at $36,000, based on the market price of the shares on the date of the agreement. The fee is capitalized and amortized over the term of the related debt.

During the three months ended June 30, 2008 and 2007, the Company amortized approximately $90,000 to interest expense. During the six months ended June 30, 2008 and 2007, the Company amortized approximately $181,000 to interest expense. At June 30, 2008, the unamortized portion of deferred financing costs for the CAMOFI note payable is approximately $275,000.

Real Estate Lease

On April 1^st, 2008, the company entered into a commercial lease agreement to lease its premises for ten years. Per the lease, the Company incurred a brokerage fee of approximately $72,500. This cost is capitalized and amortized over the term of the lease.

During the three months ended June 30, 2008, the Company amortized approximately $1,800 to rent expense. At June 30, 2008, the unamortized portion of deferred brokerage fees for the lease payable is approximately $70,000.

Income Taxes

We adopted 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 June 30, 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 subject to U.S. Federal tax examinations for the years before 2004, and to the State of California for the years before 2003.

F-10

Significant Recent Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations. SFAS No. 141(R) retains the fundamental requirements in SFAS No. 141, Business Combinations, that the acquisition method of accounting be used for all business combinations and for an acquirer to be identified for each business combination. SFAS No. 141(R) requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions specified in SFAS No. 141(R). In addition, SFAS No. 141(R) requires acquisition costs and restructuring costs that the acquirer expected but was not obligated to incur to be recognized separately from the business combination, therefore, expensed instead of part of the purchase price allocation. SFAS No. 141(R) will be applied prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Early adoption is prohibited. The Company expects to adopt SFAS No. 141(R) to any business combinations with an acquisition date on or after January 1, 2009.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment to ARB No. 51. SFAS No. 160 changes the accounting and reporting for minority interests, which will be recharacterized as noncontrolling interests and classified as a component of equity. SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Early adoption is prohibited. The Company is currently evaluating the impact SFAS No. 160 may have on its consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements, the FASB having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, SFAS No. 157 does not require any new fair value measurements. SFAS No. 157 is effective for fiscal years beginning after December 15, 2007. The adoption of SFAS No. 157 did not have a significant impact on the Company’s financial statements.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities.” SFAS No. 159 expands the scope of specific types of assets and liabilities that an entity may carry at fair value on its statement of financial position, and offers an irrevocable option to record the vast majority of financial assets and liabilities at fair value, with changes in fair value recorded in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The adoption of SFAS No. 159 did not have a significant impact on the Company’s financial statements.

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-11

2. CONTRACTS IN PROGRESS

Contracts in progress which include completed contracts not completely billed, approximate:

	June 30, 2008			December 31, 2007

Cumulative costs to date	$	5,017,000		$	7,007,000
Cumulative gross profit to date		4,007,000			7,893,000

Cumulative revenue earned		9,024,000			14,900,000
Less progress billings to date		(8,918,000	)		(14,350,000	)

Net under billings	$	106,000		$	550,000

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

	June 30, 2008			December 31, 2007

Costs and estimated earnings in excess of billings on uncompleted contracts	$	435,000		$	571,000
Billings in excess of costs and estimated earnings on uncompleted contracts		(329,000	)		(88,000	)

Net under billings	$	106,000		$	483,000

F-12

3. CAMOFI Master LDC (“CAMOFI”) DEBT

On February 28, 2006, the Company secured a 12% senior convertible promissory note with CAMOFI Master LDC. As of June 26, 2008 an aggregate of $3,800,890 principal, interest and penalties were due under the note.

Pursuant to a letter agreement dated June 26, 2008 (the “Letter Agreement”) between New Century Companies, Inc. (the “Company”) and CAMOFI Master LDC (“CAMOFI”), CAMOFI agreed to waive certain penalties and default interest which have been accrued under the transaction documents previously entered into with CAMOFI, including a 12% Senior Secured Convertible Promissory Note due February 20, 2009 in the original principal amount of $3,500,000, Security Agreement, an Amended and Restated Registration Rights Agreement, and a Subsidiary Guaranty. The waiver is subject to the Company’s performance of its obligations under the Letter Agreement and the execution of further documentation to be prepared in connection with the Letter Agreement. Pursuant to the Letter Agreement, the Company issued an amended and restated Note (the “Amended Note”) in the principal amount of $2,950,000 with a new maturity date of August 1, 2010.

Additionally, under the Letter Agreement, the Company issued 725,000 shares of common stock and 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. Commencing on August 1, 2008, and continuing thereafter on the first business day of every month for the next twenty-four months, the Company has the obligation to pay to CAMOFI the amount of $70,000, allocated first to the payment of interest and second to the payment of principal on the Amended and Restated Note. On or before August 1, 2010, the Company shall pay to CAMOFI all amounts still outstanding under the Amended and Restated Note, whether of principal, interest or otherwise.

The transaction qualified as Troubled Debt Restructuring under SFAS No. 15 due to the company’s current financial difficulties and the concessions granted by CAMOFI. In accordance with SFAS No. 15, no gain on the forgiveness of interest and penalties was recognized as the carrying value of the note did not exceed the future cash payment at the time of transaction. The fair value of the warrants and stock given to CAMOFI was approximately $233,000 based on the Black Scholes pricing model and was recorded as a reduction to the note The remaining forgiveness of the interest and penalties of $624,000 were recorded as a deferred gain.

The assumptions used in the Black-Scholes pricing model for this transaction were as following, risk free rate of 3.44%, expected life of 5 years and an implied volatility of 187%.

CAMOFI also cancelled 3,476,190 warrants with a term of five years, which were issued on February 28, 2006 with an exercise price of $0.63 and 1,500,000 warrants dated December 19, 2006 with an exercise price of $0.35. The fair value of such warrants on June 26, 2008 was approximately $530,000, based on the Black-Scholes pricing model and recorded as a deferred gain to be amortized to interest expense over the life of the debt.

F-13

Stock Purchase Warrants Issued and Cancelled in connection with CAMOFI note

In 2006, the Company granted warrants in connection with the issuance of 12% Senior Secured Convertible Promissory Note. Under Accounting Principles Board Opinion No. 14, "Accounting for Convertible Debt and Debt Issued With Stock Purchase Warrants," the relative estimated fair value of such warrants represents a discount from the face amount of the notes payable. Such discounts are amortized to interest expense over the term of the notes. During the three months ended June 30, 2008 and 2007, the Company amortized approximately $175,000 and $348,000, respectively, to interest expense. During the six months ended June 30, 2008 and 2007, the Company amortized approximately $333,000 and $531,000, respectively, to interest expense.

Beneficial Conversion Feature Of CAMOFI Convertible Notes Payable discontinued on June 26, 2008 for restructured debt

The convertible feature of certain notes payable provide for a rate of conversion that is below market value. Such feature is normally characterized as a "Beneficial Conversion Feature" ("BCF"). Pursuant to EITF Issue No. 98-5, "Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratio" and EITF No. 00-27, "Application of EITF Issue No. 98-5 To Certain Convertible Instruments," the estimated fair value of the BCF is recorded in the condensed consolidated financial statements as a discount from the face amount of the notes. Such discounts are amortized to interest expense over the term of the notes. During the three months ended June 30, 2008 and 2007, the Company amortized approximately $84,000 and $208,000, respectively, to interest expense. During the six months ended June 30, 2008 and 2007, the Company amortized approximately $178,000 and $318,000, respectively, to interest expense. As part of the restructuring of the CAMOFI debt as discussed in Note 3, the CAMOFI debt no longer has a conversion feature.

For the three and six months ended June 30, 2008, no principal payments were made on the CAMOFI note. As of June 30, 2008 and December 31, 2007, the principal balance is approximately $2,950,000 and $2,567,000, respectively, which is presented net of debt discounts totaling approximately $664,000 and $1,176,000, respectively.

F-14

4. EQUITY TRANSACTIONS

Equity Compensation

In June 2008, the Company entered into a 19 day contract with a third party for public relations services valued at $18,000. The fee was paid in the form of 200,000 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. At June 30, 2008, the remaining deferred consulting fees under this contract totaled $15,000.

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 and the value was based on the stock market price of the shares at the contract date. The fee was recorded as a deferred charge and is amortized to operating expense over the life of the agreement. At June 30, 2008, the remaining deferred consulting fees under this contract totaled $17,500.

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 and the value was based on the market price of the shares at the contract date. The fee was recorded as a deferred charge and was amortized to operating expense over the life of the agreement. At June 30, 2008, the fee was amortized entirely.

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 and the value was based on the market price of the shares at the contract date. The fee was recorded as a deferred charge and was amortized to operating expense over the life of the agreement. At June 30, 2008, the fee was amortized entirely.

In May 2007, the Company issued 100,000 shares of common stock valued at $70,000 (based on the market price of the shares) to a third party for public investor relations services under a one year contract. The common stock was recorded at the estimated fair value of the common stock on the date of the transaction and was amortized over the life of the agreement and recorded as deferred compensation expense.

In June 2007, the Company issued 300,000 shares of common stock valued at $210,000 (based on the market price of the shares) to a third party for internet public investor relations services under a three year contract. The common stock was recorded at the estimated fair value of the common stock on the date of the transaction and is amortized over the life of the agreement. At June 30, 2008, the remaining deferred consulting fees under this contract totaled $134,167.

In June 2007, the Company issued 15,000 shares of common stock valued at $10,500 (based on the market price of the shares) to a third party for public investor relations services under a 90 day contract. The common stock was recorded at the estimated fair value of the common stock on the date of the transaction and was amortized over the life of the agreement.

F-15

In June 2007, the Company issued 75,000 shares of common stock valued at $52,500 (based on the market price of the shares) to a third party for corporate consulting and market services under a 6 month contract. The common stock was recorded at the estimated fair value of the common stock on the date of the transaction and was amortized over the life of the agreement.

In February 2007, the Company issued 150,000 shares of common stock valued at $60,000, based on the market price of the shares on the date the services were completed, to a third party for investor marketing services under a one month contract. The fee was recorded as public company expense in the first quarter of 2007.

In February 2007, the Company issued 100,000 shares of common stock valued at $36,000, based on the market price of the shares on the date the services were completed, to a third party for financial consulting services under a 13 day contract. The fee was recorded as public company expense in the first quarter of 2007.

In February 2007, the Company issued 300,000 shares of common stock valued at $126,000, based on the market price of the shares on the date the services were completed, to a third party for investor relation services under a one month contract. The fee was recorded as public company expense in the first quarter of 2007.

In accordance with EITF 96-18, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services,” since the value of the services were not readily determinable on transactions that occurred in 2007 and the fair value of the equity instruments was more reliably measurable, the value of the services were based on the market price of the shares. Further, under these arrangements, the performance criteria required for a measurement date was not reached until the service period was completed. As a result, the Company was required to re-measure the consideration at each reporting date based on its then current stock value. During the three and six months ended June 30, 2008, the Company recorded a decrease of approximately $10,000 on such services.

During the three months ended June 30, 2008 and 2007, the Company amortized approximately $90,000 of consulting expense related to deferred consulting fees on such equity based compensation arrangements. During the six months ended June 30, 2008 and 2007, the Company amortized approximately $179,000 of consulting expense related to deferred consulting fees on such equity based compensation arrangements.

As of June 30, 2008 and December 31, 2007, the unamortized portion of consulting fees on such equity based compensation arrangements approximate $167,000 and $234,000, respectively.

Dividends on preferred stock

The preferred Series C shares and preferred 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 do not have any voting rights and have liquidation preferences.

At June 30, 2008 and December 31, 2007, the Company had a total of 26,680 preferred Series C shares and 11,640 preferred Series D shares issued and outstanding. As of June 30, 2008 and December 31, 2007, the Company has accumulated dividends payable balances of $418,000 and $376,725, respectively. The Company did not declare and does not intend to declare any dividends as of June 30, 2008.

F-16

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 the United States, Canada and Mexico.

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.

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 JUNE 30, 2008 COMPARED TO JUNE 30, 2007.

Revenues. The Company generated revenues of $1,434,676 for the three months ended June 30, 2008, which was a $1,165,471 or 45% decrease from $2,600,147 for the three months ended June 30, 2007. The decrease is the result of lower than usual sales volume, a tighter credit market, and manufacturing inefficiencies caused by the relocation of the Company’s operations to a new facility.

Gross Profit. Gross profit for the three months ended June 30, 2008, was $71,062 or 5% of revenues, compared to $711,002 or 27% of revenues for the three months ended June 30, 2007, a 90% decrease. The decrease in gross profit is due to certain fixed overhead expenses applied to lower revenues and increased cost of sales due to setting up a new plant after relocation.

Operating Loss. Operating loss for the three months ended June 30, 2008, was $355,500 compared to operating income of $192,616 for the three months ended June 30, 2007. The increase in loss of $548,116 is primarily due to decreased revenues and lower gross profit on jobs in progress for the quarter ended June 30, 2008.

Interest Expense and Debt Discount Amortization. Interest expense for the three months ended June 30, 2008, was $497,382 compared with $722,273 for the three months ended June 30, 2007. The decrease of $224,891 or 31% in interest expenses is primarily due to $278,000 of debt discount charged to interest expense related to the conversion of $350,000 of principal from the CAMOFI Note into the Company’s common stock during the three months ended June 30, 2007.

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2008 COMPARED TO JUNE 30, 2007.

Revenues. The Company generated revenues of $2,961,278 for the six months ended June 30, 2008, which was a $2,824,338 or 49% decrease from $5,785,616 for the six months ended June 30, 2007. The decrease is the result of lower than usual sales volume, a tighter credit market, and business interruption and manufacturing inefficiencies caused by the relocation of the Company’s operations to a new facility.

Gross Profit. Gross profit for the six months ended June 30, 2008, was $289,185 or 10% of revenues, compared to $1,896,241 or 33% of revenues for the six months ended June 30, 2007, a 85% decrease. The decrease in gross profit is due to certain fixed overhead expenses applied to lower revenues and increased cost of sales due to relocation.

Operating Loss. Operating loss for the six months ended June 30, 2008, was $900,286 compared to operating income of $658,582 for the six months ended June 30, 2007. The increase in loss of $1,558,868 is primarily due to one time relocation expenses, decreased revenues and lower gross profit on jobs in progress for the six months ended June 30, 2008.

Interest Expense and Debt Discount Amortization. Interest expense for the six months ended June 30, 2008, was $984,151 compared with $1,187,514 for the six months ended June 30, 2007. The decrease of $203,363 or 17% in interest expenses is primarily due to $278,000 of debt discount charged to interest expense related to the conversion of $350,000 of principal from the CAMOFI Note into the Company’s common stock during the six months ended June 30, 2007.

FINANCIAL CONDITION, LIQUIDITY, CAPITAL RESOURCES

The net cash decrease during the six months ended June 30, 2008 was $281,729. The decrease is due to $312,573 net cash used in operating activities.

For the six months ended June 30, 2008, the cash provided by financing activities was $30,844, compared with $489,696 cash used in financing activities in the six months ended June 30, 2007. For the six months ended June 30, 2007, cash was used to make principal payments on the CAMOFI loan. For the six months ended June 30, 2008, no principal payments were made on the CAMOFI loan.

GOING CONCERN

In response to these problems, management has taken the following actions:

·	The Company continues its aggressive program for selling inventory.

·	The Company continues to implement plans to further reduce operating costs.

·	The Company is seeking investment capital through the public and private markets.

·	The Company has successfully restructured its debt, eliminating the penalties and interest for past default and extending the repayment term (See Note 3).

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 and inventories. 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

Inventory

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. (See Note 1 to Condensed Consolidated Financial Statements, Inventory section)

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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4T. 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 June 30, 2008 that our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses discussed immediately below.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

(i)

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(ii)

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

(iii)

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material affect on our financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness in internal control over financial reporting is defined by the Public Company Accounting Oversight Board’s Audit Standard No. 5 as being a deficiency, or combination of deficiencies, that results in a reasonable possibility that a material misstatement of the financial statements would not be prevented or detected on a timely basis. A significant deficiency is a control deficiency, or combination of control deficiencies, such that there is a reasonable possibility that a significant misstatement of the company’s annual or interim financial statements will not be prevented or detected.

Management assessed and evaluated the effectiveness of our internal control over financial reporting as of December 31, 2007. Management identified five material weaknesses relating to our internal control over financial reporting, as follows:

	(1)	We had not effectively implemented comprehensive entity-level internal controls.

	(2)	We did not have a sufficient complement of personnel with appropriate training and experience in generally accepted accounting principals, or GAAP.

	(3)	We did not adequately segregate the duties of different personnel within our accounting group due to an insufficient complement of staff.

	(4)	We did not implement financial controls that were properly designed to meet the control objectives or address all risks of the processes or the applicable assertions of the significant accounts.

	(5)	Due to the material weaknesses identified at our entity level controls 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.