SECURITIES AND EXCHANGE COMMISSION WASHINGTON DC 20549 FORM 10-KSB/A (MARK ONE) |X| ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004 OR |_| TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934. FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 000-09459 NEW CENTURY COMPANIES, INC. --------------------------- (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER) DELAWARE 0610345787 -------- ---------- (STATE OR OTHER JURISDICTION OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.) 9835 SANTA FE SPRINGS RD. SANTA FE SPRINGS, CA 90670 -------------------- ----- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (562) 906-8455 -------------- (ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE) SECURITIES REGISTERED UNDER SECTION 12(B) OF THE EXCHANGE ACT: NAME OF EACH EXCHANGE TITLE OF EACH CLASS ON WHICH REGISTERED ------------------- ------------------- SECURITIES REGISTERED UNDER SECTION 12(G) OF THE EXCHANGE ACT: COMMON STOCK, PAR VALUE $0.10 (TITLE OF CLASS) (TITLE OF CLASS) Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained to the best of Company's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-SKB. |X| State issuer's revenue for its most recent fiscal year: $4,605,813. The aggregate market value of the voting and non-voting common equity held by non-affiliates on March 31, 2005 was approximately 5,208,987 based on the average bid and ask price on March 31, 2005. As of March 31, 2005 there were 7,292,321 shares of common stock issued and outstanding. ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15 (d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes |X| No |_| Transitional Small Business Disclosure Format (check one): Yes |_| No |X| NEW CENTURY COMPANIES, INC. FORM 10-KSB INDEX PAGE PART I Item 1. Description of Business 4 Item 2. Description of Property 7 Item 3. Legal Proceedings 7 Item 4. Submission of Matters of a Vote of Security Holders 7 PART II Item 5. Market for Company's Common Equity and Related Stockholder Matters 7 Item 6. Management's Discussion and Analysis or Plan of Operations 11 Item 7. Financial Statements 14 Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 15 Item 8A. Controls and Procedures 15 Item 8B. Other Information PART III Item 9. Directors and Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act 16 Item 10. Executive Compensation 17 Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 19 Item 12. Certain Relationships and Related Transactions 19 Item 13. Exhibits 20 Item 14. Principal Accountant Fees and Services 20 Signatures 21 Financial Statements F-1 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. NEW CENTURY COMPANIES, INC. Date: April 15, 2005 By: /s/ DAVID DUQUETTE David Duquette 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. Date: April 15, 2005 By: /s/ DAVID DUQUETTE David Duquette Chairman, President and Director Date: April 15, 2005 By: /s/ JOSEF CZIKMANTORI Josef Czikmantori Secretary and Director