UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 15, 2009
NEW
CENTURY COMPANIES, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-09459
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06-1034587
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
Number)
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9831 Romandel
Ave.
Santa
Fe Springs, California 90670
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (562) 906-8455
Not
applicable
(Former
name or former address, if changed since last report.)
Item 4.02
Non-Reliance on Previously Issued Financial Statements or a Related Audit Report
or Completed Interim Review.
On May
15, 2009, New Century Companies, Inc.’s (the “Company,” “we” or “us”) management
concluded that the Company’s previously issued consolidated financial statements
for the quarterly periods ended March 31, 2006, June 30, 2006,
September 30, 2006, March 31, 2007, June 30, 2007,
September 30, 2007, March 31, 2008, June 30, 2008,
September 30, 2008 and years ended December 31, 2006 and 2007 should not be
relied upon.
As more
fully described in footnote 11 of the consolidated financial statements included
in our annual report on Form 10-K for the year ended December 31, 2008, which
was filed on May 20, 2009, the original accounting for a note payable we issued
on February 28, 2006 failed to appropriately record separate derivative
treatment for the embedded conversion option and the warrants issued to the note
holder. Under appropriate accounting guidance, the embedded
conversion option and the warrants are derivative liabilities and must be
accounted for separately and market-to-market each reporting
period. In the aforementioned annual report, we have provided
detailed disclosure of the effects of such restatements on each reporting period
noted above.
Our
management has discussed the matters described in this Item 4.02 with
members of our Board of Directors and our independent registered public
accounting firm.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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NEW CENTURY COMPANIES,
INC.
(Registrant)
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Date: January
21, 2010
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By:
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/s/ DAVID
DUQUETTE
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David
Duquette
President
and Chief Executive Officer
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