SecProbe.io

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Mail Stop 6010

      November 30, 2005

Via U.S. Mail and Facsimile to (562) 906-8459

David Duquette
Chief Executive Officer
New Century Companies, Inc.
9835 Santa Fe Springs Road
Santa Fe Springs, CA 90670

	Re:	New Century Companies, Inc.
		Form 10-KSB for the Fiscal Year Ended December 31, 2004
		Filed April 1, 2005
Form 10-QSB for the Fiscal Quarters Ended March 31, 2005, June 30,
2005, and September 30, 2005
      File No. 000-09459

Dear Mr. Duquette:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  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.

Form 10-KSB for the Fiscal Year Ended December 31, 2004

Financial Condition, Liquidity , Capital Resources, page 12

1. In view of the uncertainties concerning your continued
existence as
a going concern, the filing should contain a more detailed
description
of management`s specific viable plans intended to mitigate the
effect
of such conditions and management`s assessment of the likelihood
that
such plans can be effectively implemented.  Those elements of the
plan
that are particularly significant or critical to overcoming the
present financial difficulties should be clearly identified and
discussed.  Additionally, there should be a reasonably detailed
discussion of your ability (or inability) to generate sufficient
cash
to support its operations during the twelve-month period following
the
date of the most recent balance sheet presented. Please tell us
and
revise future filings to provide more details of the specific plan
of
operations, financing/ capital needs and expected sources such
financing. Disclose how long you can satisfy your liquidity
requirements and when you will have to raise new capital. In
addition,
provide more details of the debt that is in default, plans to
correct
this situation and the expected impact that this will have on your
liquidity.

Item 8A. Evaluation of Controls and Procedures, page 15

2. We see that management has concluded that your disclosure
controls
and procedures are "not effective" as of December 31, 2004. When
concluding that your disclosure controls and procedures are not
effective, you should clearly describe the basis for this
conclusion.
Please tell us and revise the filing to include details of why you
have concluded they were ineffective and what occurred which lead
to
this conclusion. This comment also applies to your quarterly
filings.
In a related matter, please tell us why you indicate in the
"Changes
in Controls and Procedures" section that ... "no corrective
actions
with regard to significant deficiencies or material weaknesses
were
necessary."  We may have further comment based on your response.

Consolidated Financial Statements

1. Organization and Summary of Significant Accounting Policies,
page
F-6

Going Concern, page F-6

3. Please tell us and revise your future filings to provide more
specific details of your financial difficulties and your viable
plan
of operations as required by FRC 607.02, including timeframes to
seek
additional financing arrangements and to repay outstanding in-
default
notes. In addition, clearly address your plans to remove the
threat
for the continuation of the business as a going concern. Details
should also be provided of the basis for the statement that you
intend
to fund operations through anticipated increased sales and debt
and
equity financing arrangements.

4. We see that you have negotiated with several vendors to obtain
a
fifty percent reduction in the amounts due those vendors and
recorded
a gain on forgiveness of $544,000. Please tell us more about these
agreements with your vendors. Please explain why the vendors would
accept reduced payments and whether they were given any
consideration
in exchange for the payment reductions. Separately identify any
related parties.  Please also tell us when the amounts were
originally
payable and whether the payables relate to any inventory or other
assets currently included on your balance sheets. We may have
further
comment on this accounting and/or your disclosure upon review of
your
response.

Inventories, page F-8

5. We note the inventory reserves you recorded to reduce the net
realizable value of the inventory. With respect to these reserves,
confirm that inventory charges establish a new cost basis for
inventory and that charges are not subsequently reversed to income
even if circumstances later suggest that increased carrying
amounts
are recoverable.  Refer to SAB Topic 5-BB.

Exhibit 31.1

6. We note that the certifications filed as part of this exhibit
were
not in the proper form as paragraph one improperly references
"this
quarterly report on Form 10-QSB".  The required certification must
reference the appropriate report type and form. Accordingly,
please
file an amendment to your Form 10-KSB that includes a currently
dated
certification that references the appropriate report type and
form,
i.e. "annual report on Form 10-KSB."

Form 10-QSB for the Quarter Ended June 30, 2005

Condensed Consolidated Financial Statements

3. Equity Transactions - page 19

7. We see on April 12, 2005, you and one of your noteholders (the
"Noteholder") executed a mutual agreement (the "Extension
Agreement")
whereby you issued the Noteholder 250,000 shares of your
restricted
common stock.  We also see the Extension Agreement required you to
register the shares by August 13, 2005, to pay penalties of 1,000
additional shares being issued for each day of delay up to thirty
days
and 2,500 additional shares for each day thereafter.   Please tell
us
the following:

* details about the significant terms of the Extension Agreement.
We
are especially interested about the nature of registration
penalties
and your accounting for them;
* the nature of the contractual penalties, including any minimum
and
maximum amounts thereof and
* the payment methods and terms permitted under the agreement.

Finally, tell us where the exhibits that include the requested
information are located in your filings or why no such exhibits
have
been filed.  Please cross-reference your response information to
the
applicable sections of the exhibits or file all required exhibits.
We
may have further comments after a review of your response.

8. We see on April 25, 2005 you issued 300,000 shares of
restricted
common stock to a holder of the your Cumulative, Convertible,
Series D
preferred stock ("Series D") under a verbal agreement as the sole
consideration  and remedy for failure to register the common
shares
underlying the Series D.  Please tell us more about the nature of
penalties you will contractually incur if the Series D shares are
not
registered.  Tell us if you could continue to be penalized for the
failure to register or maintain effectiveness of your Series D or
other equity instruments registration.  Finally, tell us where the
exhibits that include information about the terms of your Series D
preferred stock is located in your filings or why no such exhibits
have been filed.  Please cross-reference your response information
to
the applicable sections of the exhibits. We may have further
comments
after a review of your responses.

	As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  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 Exchange
Act of
1934 and that they have provided all information investors require
for
an informed 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.

	In connection with responding to our comments, please
provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments 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 our review of your filing or in response
to
our comments on your filing.

      You may contact Kevin Kuhar, Staff Accountant, at (202) 551-
3662
or me at (202) 551-3603 if you have questions regarding these
comments
on the financial statements and related matters.  In this regard,
do
not hesitate to contact Angela Crane, Branch Chief, at (202) 551-
3554.

								Sincerely,

								Jay Webb
								Reviewing Accountant

David Duquette
New Century Companies, Inc.
November 30, 2005
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