UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) November 30, 2006
New Century Companies, Inc.
(Exact name of registrant as specified in its chapter)
Delaware 000-09459 06-10345787
(State or other jurisdiction (Commission (IRS Employer
of incorporation File Number) Identification No.)
9835 Santa Fe Springs Road
Santa Fe Springs, CA 90670
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (562) 906-8455
N/A
(Former name or former address, if changed since last report)
ITEM 4.01 Changes in Registrant's Certifying Accountants
On November 30, 2006, we were informed by Squar, Milner, Miranda & Williamson,
LLP ("Squar Milner"), our independent registered public accounting firm, as
follows:
Squar Milner has consummated a merger with Peterson & Co., LLP ("Peterson").
Peterson, which is located in San Diego, California, is also registered with the
Public Company Accounting Oversight Board (United States). The name of the
post-merger firm is Squar, Milner, Peterson, Miranda & Williamson, LLP ("Squar
Milner Peterson").
We are required to file this Form 8-K as notification that Squar Milner Peterson
succeeds Squar Milner as our independent registered auditor.
Squar Milner's reports on our consolidated financial statements as of and for
the years ended December 31, 2005 and 2004 did not contain an adverse opinion or
a disclaimer of opinion; however, Squar Milner's reports for the years ended
December 31, 2005 and 2004 contained an explanatory paragraph due to uncertainty
regarding our ability to continue as a going concern.
During the two years ended December 31, 2005 and the subsequent interim period
preceding the change from Squar Milner to Squar Milner Peterson, there were no
disagreements with Squar Milner on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Squar Milner, would have
caused them to make reference thereto in their reports on our consolidated
financial statements.
We received a letter from Squar Milner addressed to the Chairman of our Board of
Directors in connection with the audit of our consolidated financial statements
as of and for the year ended December 31, 2005, which identified certain matters
involving internal control that Squar Milner considered to be material
weaknesses under the standards of the Public Company Accounting Oversight Board.
These material weaknesses were: (1) insufficient personnel resources and
technical accounting expertise within the accounting function to resolve
non-routine or complex accounting matters, specifically, the lack of a chief
financial officer; and (2) inadequate procedures for appropriately identifying,
assessing and applying accounting principles generally accepted in the United
States of America, specifically, the improper recording of debt and equity
transactions. We will continue to monitor and evaluate the effectiveness of our
internal controls and disclosure controls and procedures on an ongoing basis,
and are committed to taking further action and implementing additional
improvements, as necessary and as funds allow.
We have notified the members of our Board of Directors of the facts set forth in
this report on Form 8-K, including the appointment of Squar Milner Peterson as
our independent registered auditor and no member has disapproved of this
appointment.
We have provided Squar Milner with a copy of the foregoing disclosures. A copy
of Squar Milner's letter required by Item 304(a)(3) of Regulation S-B is
included with this report.
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SIGNATURE
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.
REGISTRANT NAME
Date: December 05, 2006 By: /s/ David Duquette
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David Duquette
Chief Executive Officer