Mail Stop 6010
June 30, 2006
David Duquette
President
New Century Companies, Inc.
9835 Santa Fe Springs Road
Santa Fe Springs, CA 90670
Re: New Century Companies, Inc.
Registration Statement on Form SB-2
Filed June 8, 2006
File No. 333-134863
Dear Mr. Duquette:
We have limited our review of your filing to those issues we
have addressed in our comments. Where indicated, we think you
should
revise your document in response to these comments. If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may raise
additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Registration Statement Fee Table
1. Please provide us with an analysis which shows in detail how
you
determined the number of shares to register. Please include in
your
analysis the calculations you used to determine the number of
shares
underlying each relevant outstanding obligation to issue
securities.
Also tell us the amount of consideration you received for each
obligation pursuant to which you will issue the securities.
Indicate
the date on which you received the consideration. We may have
further comments upon the review of your response.
CAMOFI Private Placement, page 3
2. Please revise your disclosure so that all of the material terms
of
your securities may be understood by your investors without
reference
to the underlying agreements. For example, please avoid using
defined terms such as "Equity Conditions."
3. Please clarify your statement in clause (C) of the third
paragraph
so that it may be understood by your investors. For example,
please
clarify how this comparison will be conducted and the results
measured, and when this comparison will take place.
4. From your disclosure, it appears that proceeds of the
transaction
have been placed in escrow. Therefore, it appears that the
private
transaction is not complete and it is inappropriate to register
the
related shares for public resale at this time. Please revise your
registration statement accordingly. Please note that it is
inconsistent with Section 5 of the Securities Act to negotiate any
revisions to your private offering while the related shares are
subject to a pending resale registration statement.
Selling Stockholders, page 20
5. Please revise so that the number of shares indicated in the
last
row of your column entitled "Shares of Common Stock Included in
Prospectus" reconciles with the total of the number of shares
being
registered for resale by each selling stockholder. As
appropriate,
please make any corresponding changes to your registration
statement
fee table.
6. We note that you are registering for resale a number of shares
(13,731,144) for CAMOFI Master LDC that exceeds the number of
shares
(10,984,915) indicated in your first column as beneficially owned
by
CAMOFI Master LDC. Please provide us with an analysis showing how
you calculated these numbers and indicating why you can register
shares for resale that CAMOFI does not own. As appropriate,
please
make any corresponding changes to your registration statement fee
table.
7. We note the disclosure in the last sentence of footnote 2 to
the
selling stockholders table. This disclosure does not appear to be
consistent with your other disclosure that the notes are
convertible
at fixed prices. With reference to the specific sections of the
underlying agreements and instruments which govern the terms of
the
convertible notes, please tell us how the conversion features of
your
notes are intended to operate and revise your disclosure so that
the
operation of these conversion features are clear and consistent
throughout your prospectus.
8. We note your disclosure in the second sentence of footnote 4 to
the selling stockholders table. Please revise your disclosure so
that it is clear how your footnote disclosure reconciles to the
total
number of shares indicated in the selling stockholders table as
beneficially owned by Motivated Minds.
9. Please tell us how the number of shares referred to in footnote
5
to the selling stockholders table reconciles to the number of
shares
indicated in the table.
10. Please revise your disclosure in footnote 5 to clarify what
you
mean by "2,628,524 shares of common stock reserved for continuous
basis offering" and provide us with an analysis showing how you
determined that number of shares. Please tell us, citing with
specificity the authority upon which you have relied, why you
believe
that you can register the noted securities as a "continuous basis
offering" at this time.
11. Please tell us whether any selling stockholder is a broker-
dealer
or an affiliate of a broker-dealer. If a selling stockholder is a
broker-dealer, it must be identified as an underwriter with
respect
to the shares that it is offering for resale unless those shares
were
received as compensation for underwriting activities.
12. Please identify the individuals who beneficially own the
securities held by the entities named.
13. Please disclose the exercise prices of the warrants.
* * * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Tim Buchmiller at (202) 551-3635 or me at
(202)
551-3617 with any other questions.
Sincerely,
Russell Mancuso
Branch Chief
cc: Marc Ross, Esq. (via fax)
Marcelle S. Balcombe, Esq. (via fax)
David Duquette
New Century Companies, Inc.
June 30, 2006
Page 4