U.S. SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
[_] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For Quarter Ended: Commission File Number:
September 30, 2001 0-7722
NEW CENTURY COMPANIES, INC.
--------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
DELAWARE 061034587
------------------------------- -------------------------------------
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
9515 Sorensen Avenue
Santa Fe Springs, CA 90670
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(562) 906-8455
--------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
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 filing requirements
for the past 90 days.
Yes X No___
---
The number of shares of Common Stock, par value $ .10 per share, outstanding as
of September 30, 2001 is 48,881,909.
Transitional Small Business Disclosure Format (check one): Yes____ No X
---
The accompanying notes are an integral part of these financial statements.
New Century Companies, Inc.
INDEX TO FORM 10-QSB
September 30, 2001
PART I. Financial Information Page #
Item 1 Financial Statements - 3
Condensed Consolidated Balance Sheet as of
September 30, 2001 (Unaudited) 4-5
Condensed Consolidated Statements of Income
(Unaudited) for the three and six months ended
September 30, 2001 and 2000 6
Condensed Consolidated Statements
of Cash Flows (Unaudited) for the
six months ended September 30,
2001 and 2000 7-8
Notes to Financial Statements
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operation 14
PART II. Other Information
Item 1. Legal Proceedings 17
Item 2. Changes in Securities and Use of Proceeds 17
Item 3. Defaults Upon Senior Securities 17
Item 4. Submission of Matters to a Vote of Security
Holders 17
Item 5. Other Information 17
Item 6. Exhibits and Reports on Form 8-K 17
Signatures 17
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Set forth below are the New Century Companies, Inc. and Subsidiary Consolidated
Financial Statements as of September 30, 2001 (Unaudited) and the results of
operations For The Three and Six Months Ended September 30, 2001 And 2000
-----------------------------------------------------
(Unaudited).
NEW CENTURY COMPANIES, INC.
AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
September 30, 2001 (unaudited)
================================================================================
ASSETS
Current assets
Cash $ 37,977
Contracts receivable 585,243
Costs in excess of billings on contracts in progress 82,138
Inventory 1,081,792
Prepaid expenses and other current assets 4,409
Deferred tax assets 3,479
----------------
Total current assets 1,795,038
Property and equipment, net 761,820
Deposits 9,177
----------------
Total assets $ 2,566,035
================
The accompanying notes are an integral part of these financial statements.
NEW CENTURY COMPANIES, INC.
AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
September 30, 2001 (unaudited)
================================================================================
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Book overdraft $ 73,572
Accounts payable 1,268,196
Accrued expenses 383,927
Billings in excess of costs on contracts in progress 504,987
Notes payable 293,346
Current portion of capital lease obligations 42,400
----------------
Total current liabilities 2,566,428
Capital lease obligations, net of current portion 61,723
----------------
Total liabilities 2,628,151
----------------
Commitments and contingencies
Stockholders' deficit
Cumulative, convertible Series B preferred stock, $1 par value
15,000,000 shares authorized
100,900 shares issued and outstanding 100,900
Common stock, $0.10 par value
50,000,000 shares authorized
47,959,418 shares issued
48,881,909 shares outstanding 1,334,350
Treasury stock at cost
77,509 shares held (7,750)
Subscription receivable (1,087,500)
Loans to stockholders (500,945)
Retained earnings 98,829
----------------
Total stockholders' deficit (62,116)
----------------
Total liabilities and stockholders' deficit $ 2,566,035
================
The accompanying notes are an integral part of these financial statements.
NEW CENTURY COMPANIES, INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
For the Three and Six Months Ended September 30,
================================================================================
For the Three Months Ended For the Six Months Ended
September 30, September 30,
--------------------------------- ---------------------------------
2001 2000 2001 2000
--------------- ---------------- --------------- ----------------
(unaudited) (unaudited) (unaudited) (unaudited)
Net sales $ 1,798,260 $ 2,264,515 $ 3,861,719 $ 4,015,143
Contract costs 1,204,065 1,865,559 2,863,414 3,351,614
--------------- ---------------- --------------- ----------------
Gross profit 594,195 398,956 998,305 663,529
Operating expenses 426,412 192,588 777,785 385,008
--------------- ---------------- --------------- ----------------
Income from operations 167,783 206,368 220,520 278,521
Other expense
Interest expense (8,551) (16,061) (26,177) (26,702)
--------------- ---------------- --------------- ----------------
Income before provision for
income taxes 159,232 190,307 194,343 251,819
Provision for income taxes 68,088 - 130,347 -
--------------- ---------------- --------------- ----------------
Net income $ 91,144 $ 190,307 $ 63,996 $ 251,819
=============== ================ =============== ================
Basic earnings per common
share $ 0.002 $ 0.01 $ 0.002 $ 0.02
=============== ================ ================ ================
Diluted earnings per common
share $ 0.002 $ 0.01 $ 0.001 $ 0.02
=============== ================ =============== ================
Weighted-average number of
common shares used to
compute basic earnings per
share 46,068,114 15,000,000 36,613,691 15,000,000
=============== ================ =============== ================
Weighted-average number of
common shares used to
compute diluted earnings per
share 53,165,646 15,000,000 43,711,224 15,000,000
=============== ================ =============== ================
The accompanying notes are an integral part of these financial statements.
NEW CENTURY COMPANIES, INC.
--------------------------
AND SUBSIDIARY
--------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended September 30,
--------------------------------------------------------------------------------
2001 2000
--------------- ----------------
(unaudited) (unaudited)
Cash flows from operating activities
Net income $ 63,996 $ 251,819
Adjustments to reconcile net income to net cash
provided by (used in) operating activities
Depreciation and amortization 100,557 19,200
(Increase) decrease in
Contracts receivable (517,743) 225,150
Cost in excess of billings on contracts in progress 9,812 (180,206)
Inventory (189,875) 412,858
Prepaid expenses and other current assets (799) -
Deferred tax assets (3,479) -
Increase (decrease) in
Accounts payable 117,941 89,798
Accrued liabilities 372,626 (31,158)
Billings in excess of costs on contracts in progress (60,263) (3,301)
--------------- ----------------
Net cash provided by (used in) operating activities (107,227) 784,160
--------------- ----------------
Cash flows from investing activities
Loans to stockholders (85,900) (71,000)
Purchases of property and equipment (3,151) (743,202)
--------------- ----------------
Net cash used in investing activities (89,051) (814,202)
--------------- ----------------
Cash flows from financing activities
Book overdraft 73,572 -
Proceeds from note payable - 83,332
Payments on note payable (101,167) (41,666)
Payments on capital lease obligations (17,361) (105,868)
Issuance of common stock 250,000 -
--------------- ----------------
Net cash provided by (used by) financing activities 205,044 (64,202)
--------------- ----------------
Net increase (decrease) in cash 8,766 (94,244)
Cash, beginning of period 29,211 169,455
--------------- ----------------
Cash, end of period $ 37,977 $ 75,211
=============== ================
The accompanying notes are an integral part of these financial statements.
NEW CENTURY COMPANIES, INC.
---------------------------
AND SUBSIDIARY
--------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended September 30,
--------------------------------------------------------------------------------
2001 2000
--------------- ----------------
(unaudited) (unaudited)
Supplemental disclosures of cash flow information
Interest paid $ 26,177 $ 26,702
=============== ================
Income taxes paid $ - $ -
=============== ================
The accompanying notes are an integral part of these financial statements.
NOTE 1 - NATURE OF BUSINESS
Organization
------------
New Century Remanufacturing, Inc. ("Remanufacturing"), a California
corporation, was incorporated March 1996 and is located in Southern
California. It is currently the subsidiary of New Century Companies,
Inc. ("New Century") (collectively, the "Company"). 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 customer is approximately 40% to 50% of
that of a new machine.
Remanufacturing currently sells its services by direct sales and
through a network of machinery dealers across the Unites States. Its
customers are generally medium- to large-sized manufacturing companies
where metal cutting is an integral part of their business in various
industries. Remanufacturing grants credit to its customers, who are
located predominately in the western Unites States.
On May 25, 2001, Remanufacturing effected a merger, whereby
Remanufacturing was acquired by the InternetMercado.com, Inc.
("InternetMercado") for certain shares of stock. In connection with the
merger, substantially all of the assets and liabilities of
InternetMercado were assigned or transferred out of the Company, and
the name was changed to New Century Companies, Inc.
The transaction has been accounted for as a reverse acquisition,
whereby the results of operations have been retroactively restated to
reflect those of New Century, and the equity section of New Century was
restated to reflect the capital structure of the Company.
Merger
------
On May 25, 2001, InternetMercado entered into a merger agreement (the
"Agreement") with Remanufacturing. At the time of the merger, the
authorized capital of Remanufacturing consisted of 1,000,000 shares of
capital stock, $1 par value per share, of which 18,000 shares were
issued and outstanding.
In accordance with the terms of the Agreement, the following
conversions occurred:
. Each issued and outstanding share of common stock of
InternetMercado's newly formed, wholly owned subsidiary was
converted into one share of Remanufacturing's common stock.
. Each Remanufacturing's share was converted into shares of the
Company's common stock, par value $0.10 per share (the "Company
Shares"), at the rate of 833.3333 Company Share for each
Remanufacturing share amounting to an aggregate 15,000,000 Company
Shares.
The accompanying notes are an integral part of these financial statements.
NOTE 2 - BASIS OF PRESENTATION
The financial information included in these financial statements is
unaudited, but, in the opinion of management, reflects all normal
recurring adjustments necessary for a fair presentation of the results
for the interim periods. The interim results of operations and cash
flows are not necessarily indicative of those results and cash flows
for the entire year. These financial statements should be read in
conjunction with the financial statements and notes to the financial
statements contained in the Annual Report on Form 10-KSB for the fiscal
year ended March 31, 2001 (the 2001 Form 10-KSB) of the Company.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
---------------------------
The consolidated financial statements include the accounts of New
Century and its wholly owned subsidiary, Remanufacturing. All
significant inter-company accounts and transactions have been
eliminated in consolidation.
Going Concern Issues
--------------------
The Company has received a report on its financial statements for the
year ended March 31, 2001 from its independent auditors that includes
an explanatory paragraph describing the Company's uncertainty to
continue as a going concern. These financial statements contemplate the
ability to continue as such and do not include any adjustments that
might result from this uncertainty. In addition, the Company is not in
compliance with their debt convenant. As such, all the liabilities
under notes payable are classified as current.
Method of Accounting for Long-Term Contracts
--------------------------------------------
The accompanying financial statements have been prepared using the
percentage-of-completion method of accounting and, therefore, take into
account the cost, estimated earnings, and revenue to date on fixed-fee
contracts not yet completed.
This 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.
The accompanying notes are an integral part of these financial statements.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Method of Accounting for Long-Term Contracts (Continued)
--------------------------------------------------------
Because long-term contracts extend over one or more years, 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. Revenue earned on contracts in progress
in excess of billings (underbillings) is classified as a current asset.
Amounts billed in excess of revenue earned (overbillings) are
classified as a current liability.
Inventory
---------
Inventory is comprised primarily of work in process and is valued at
the lower of cost (first-in, first-out) or market. Cost components
include material, direct labor, machinery, subcontracts, and
allocations of indirect overhead.
Fair Value of Financial Instruments
-----------------------------------
The Company measures financial assets and liabilities in accordance
with generally accepted accounting principles. For the Company's
financial instruments, including cash, contracts receivable, accounts
payable, and accrued expenses, the carrying amounts approximate fair
value due to their short maturities. The amounts shown for notes
payable and capital lease obligations also approximate fair value
because current interest rates offered to the Company for debt of
similar maturities are substantially the same.
Income Taxes
------------
The Company provides for income taxes in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income
Taxes." Deferred income taxes are provided on a liability method,
whereby deferred tax assets are recognized for deductible temporary
differences, and deferred tax liabilities are recognized for taxable
temporary differences. Temporary differences are the differences
between the reported amounts of assets and liabilities and their tax
bases. Deferred tax assets are reduced by a valuation allowance when,
in the opinion of management, it is more likely than not that some
portion of all of the deferred tax assets will not be realized.
Deferred tax assets and liabilities are adjusted for the effects of
changes in tax laws and rates on the date of enactment.
The accompanying notes are an integral part of these financial statements.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Income Taxes (Continued)
------------
As of April 30, 2001, New Century changed its federal filing status
from "S" corporation to "C" corporation status. Under its "S"
corporation status, any profits or losses in the Company were passed on
to its stockholders and were not taxed at the corporate level. Taxes
recorded on the accompanying financial statements are only those for
the period from May 1, 2001 through September 30, 2001 and may not be
indicative of future tax provisions.
The pro forma effects of taxes as if the Company had been taxed as a
"C" corporation during the six months ended September 30, 2001 and 2000
are as follows:
2001 2000
--------------- ----------------
Income before provision for income taxes, as
reported $ 194,343 $ 251,819
Pro forma provision for income taxes 78,000 101,000
--------------- ----------------
Pro forma net income $ 116,343 $ 150,819
=============== ================
Pro forma basic and diluted earnings per
share $ 0.003 $ 0.01
=============== ================
Earnings per Share
------------------
Earnings per share is presented according to SFAS No. 128, "Earnings
Per Share." Basic earnings per share excludes dilution and is computed
by dividing net income available to common stockholders by the weighted
average number of common shares outstanding for the period. Diluted
earnings per share reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or
converted into common stock. SFAS No. 128 also requires dual
presentation of basic and diluted earnings per share on the face of the
income statements and a reconciliation of the numerator and denominator
of the basic earnings per share computation to the numerator and
denominator of the diluted earnings per share computation.
The accompanying notes are an integral part of these financial statements.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Earnings per Share
------------------
The components of basic and diluted earnings per share for the six
months ended September 30, 2001 and 2000 were as follows:
2001 2000
--------------- ----------------
Numerator
Net income $ 63,996 $ 251,819
=============== ================
Denominator
Weighted-average number of common shares
outstanding during the period 36,613,691 15,000,000
Assumed exercised stock options and
warrants outstanding 5,415,833 -
Assumed conversion of cumulative, convertible
Series B preferred stock 1,681,700 -
--------------- ----------------
Common stock and common stock
equivalents used for diluted
earnings per share 43,711,224 15,000,000
=============== ================
Estimates
---------
The preparation of financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual results could differ from
those estimates.
Recent Issued Accounting Pronouncements
---------------------------------------
In June 2001, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 143, "Accounting for Asset Retirement Obligations." This
statement applies to legal obligations associated with the retirement of
long-lived assets that result from the acquisition, construction,
development, and/or the normal operation of long-lived assets, except for
certain obligations of lessees. This statement is not applicable to the
Company.
The accompanying notes are an integral part of these financial statements.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Issued Accounting Pronouncements (Continued)
---------------------------------------
In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." This statement addresses
financial accounting and reporting for the impairment or disposal of
long-lived assets. This statement replaces SFAS No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed of," the accounting and reporting provisions of APB No. 30,
"Reporting the Results of Operations - Reporting the Effects of Disposal
of a Segment of a Business, and Extraordinary, Unusual, and Infrequently
Occurring Events and Transactions," for the disposal of a segment of a
business, and amends Accounting Research Bulletin No. 51, "Consolidated
Financial Statements," to eliminate the exception to consolidation for a
subsidiary for which control is likely to be temporary. The Company does
not expect adoption of SFAS No. 144 to have a material impact, if any, on
its financial position or results of operations.
NOTE 4 - STOCKHOLDERS' DEFICIT
Preferred Stock
---------------
The Series B shares have a cumulative dividend of $1.25 per share on a
semi-annual basis, are convertible into 16.667 shares of the Company's
common stock, and have no voting rights. For the six months ended
September 30, 2001, the cumulative dividend of the Series B preferred
stock was $63,063.
Common Stock
------------
During the six months ended September 30, 2001, 2,000,000 shares of
common stock were issued for $250,000.
NOTE 5 - RELATED PARTY TRANSACTIONS
The Company received a $1,000,000 subscription receivable from employees
in exchange for 4,000,000 shares of the Company's common stock. The notes
bear interest at 6% per annum. The principal and accrued interest are
payable in May 2002, with an option to extend the due date for one year
in return for an increase in the interest rate to 10% per annum.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
OVERVIEW
On May 25, 2001, the Registrant acquired all of the outstanding capital
stock of New Century Remanufacturing, Inc. in exchange for 15,000,000 shares of
the Registrant's common stock. For accounting purposes, this acquisition will be
treated as a recapitalization of New Century Remanufacturing, Inc. with New
Century Remanufacturing, Inc. as the acquirer. Therefore following is a
discussion of the results of operations of New Century Remanufacturing, Inc.
PLAN OF OPERATIONS
The earnings of New Century Remanufacturing for the three-month period
ended September 30, 2001 was lower than September 30, 2000 as a result of
management's strategy to invest in research and development for the development
of new projects and additional costs associated with the merger. The goal of
these expenditures was to position New Century as a leading manufacturer and
remanufacturer of large horizontal and vertical turning machines. New Century
has completed the majority of this current development effort and expects
limited resources to be devoted to this area in the next fiscal year.
The accompanying notes are an integral part of these financial statements.
The Company's current strategy is to expand its customer sales base with
its present line of machine products. Plans for expansion are expected to be
funded through current working capital from ongoing sales. However, significant
growth will require additional funds in the form of debt or equity, or a
combination thereof. However, there can be no assurance these funds will be
available.
Our growth strategy also includes strategic acquisition in addition to
growing our current business. A significant acquisition will require additional
financing. There can be no assurance that the Company can obtain such financing.
RESULTS OF OPERATIONS
REVENUE AND GROSS PROFIT MARGIN
The Company generated revenues of $1,798,260 for the three-month ended
September 30, 2001, which was a $466,255 or 20% decrease from $2,264,515 in the
corresponding period in 2000. This decrease was primarily generated by adverse
economic conditions.
Gross profit for the three-month period ended September 30, 2001, was
$594,195 or 33% of revenue, compared to $398,956, in the corresponding period in
2000, increased by $195,239. This increase was primarily due to improved
productivity for manufacturing.
Interest expense for the three-month period ended September 30, 2001,
decreased to $8,551, compared to $16,061, period ended September 30, 2000,
primarily due to a decrease in prime interest rate.
OPERATING EXPENSES
Operating expenses increased by $233,824 or 43% to $426,412 for the
three-month period ended September 30, 2001 from $192,588 for corresponding
period in year 2000. This was due primarily to additional costs associated with
the merger and accounting and legal fees.
NET INCOME/LOSS AND EARNING PER SHARES
Net income was $91,144 for the three-month period ended September 30,
2001 compared to net income of $190,307 for the corresponding period in 2000.
The decrease was attributable to additional costs associated with the merger and
accounting and legal fees.
Earning/loss per shares for the three-month period ended September 30,
2001 decreased by $0.008 to $(0.002), as compared to $0.01 for the corresponding
period in the year 2000.
RESULTS OF OPERATIONS FOR THE SIX-MONTH PERIOD ENDED SEPTEMBER 30, 2001
REVENUE AND GROSS PROFIT MARGIN
The Company generated revenues of $3,861,719 for the six-month period ended
September 30, 2001, which was a $153,424 or 3.8% decrease from $4,015,143 in the
corresponding period in 2000. This decrease was primarily generated by adverse
economic conditions.
Gross profit for the six-month period ended September 30, 2001, was
$998,305 or 25% of revenue, compared to $663,529, in the corresponding period in
2000, increased by $334,776. This increase was primarily due to improved
productivity for manufacturing.
Interest expense for the six-month period ended September 30, 2001,
decreased to $26,177, compared to $26,702 for the corresponding period in 2000,
primarily due to a decrease in prime interest rate.
OPERATING EXPENSES
Operating expenses increased by $392,777 or 50% to $777,785 for the six-
month period ended September 30, 2001 from $385,008 for corresponding period in
year 2000. This was due primarily to additional costs associated with the
merger and accounting and legal fees.
NET INCOME/LOSS AND EARNING PER SHARES
Net income was $63,996 for the six-month period ended September 30, 2001
compared to net income of $251,819 for the corresponding period in 2000. The
decrease was attributable to additional costs associated with the merger and
accounting and legal fees.
Earning/loss per shares for the six-month period ended September 30, 2001
decreased to $0.002, as compared to $0.02 for the corresponding period in the
year 2000.
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in the operations of the Company were $107,227 for the six
months period ended 9/30/01. This represents a decrease from the corresponding
period in 2000. The decrease is due to decreased sales incurred by the Company
during the six-month period. The Company used the cash received from operating
activities for working capital. In connection with the Merger, the Company
issued 15,000,00 shares of common stock in exchange for all of the outstanding
stock of New Century Remanufacturing. The Company intends to pursue external
financing sources to meet the cash requirement of its ongoing operations.
Management is currently seeking to raise additional funding in the form of
equity or debt, or a combination thereof. However, there is can be no guarantee
that it will raise sufficient capital to execute its business plan. To the
extent that the Company is unable to raise sufficient capital, the Company's
business plan will be required to be substantially modified and its operations
curtailed. These conditions raise substantial doubt about the Company's ability
to continue as a going concern. the Company's continuation as a going concern is
dependent upon its ability to ultimately attain profitable operations, generate
sufficient cash flow to meet its obligations, and obtain additional financing as
may be required.
INFLATION AND CHANGING PRICES
The Company does not foresee any adverse effects on its earnings as a
result of inflation or changing prices.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
None
(b) Reports on Form 8-K:
None.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Dated: November 19, 2001
NEW CENTURY COMPANIES, INC.
By: /s/ David Duquette
------------------------------------------
Name: David Duquette
Title: Chairman, President and Director
The accompanying notes are an integral part of these financial statements.