Mail Stop 6010

	August 24, 2006


David Duquette
President
New Century Companies, Inc.
9835 Santa Fe Springs Road
Santa Fe Springs, CA 90670

Re:	New Century Companies, Inc.
	Amendment No. 1 to Registration Statement on Form SB-2
      Filed August 9, 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. We note from Schedule I to your response letter dated August 9,
2006 that the number of shares being registered for resale by
CAMOFI
includes 1,953,170 shares underlying interest on the convertible
note
issued to CAMOFI in the amount of $1,962,295 (calculated by
dividing
that interest amount by an interest conversion rate of $0.61285).
Please show us how you calculated the interest amount and how that
amount when divided by the interest conversion rate is equal to
1,953,170 shares.

2. We also note from Schedule 1 that you are registering an
additional 25% of the number of shares that may be issuable upon
conversion of the convertible note or upon the exercise of the
warrant, as such numbers may be adjusted as a result of stock
splits,
stock dividends and similar transactions in accordance with Rule
416.
Please tell us the circumstances under which these additional
shares
would become issuable and how you have determined, based on
current
circumstances, that the additional shares being registered are a
good-faith estimate of the maximum number of shares that may be
issuable upon conversion of the notes or exercise of the warrants.

3. We note your reference to shares underlying interest in
Schedule I
to your response letter.  Please revise to clarify whether you are
referring to interest payments that are already made.  If you are
referring to future interest payments, please tell us with
specificity which section of which exhibit demonstrates that the
investor does not have discretion regarding whether to receive
shares
as an interest payment.  If the investor does have discretion, by
refusing to sell shares to come under contractual ownership caps
or
otherwise, the private placement of the shares related to interest
is
not yet complete and it is premature to register those shares for
resale.

CAMOFI Private Placement, page 3

4. We note from your response to prior comments 1 and 4 that the
escrowed amounts were released from escrow on July 10, 2006 and
August 4, 2006.  Please provide us with a detailed analysis as to
how
your offering to CAMOFI was completed as a private placement prior
to
the time you filed your registration statement on June 8, 2006
given
that a portion of the proceeds from that offering were being held
in
escrow subject to release in the sole discretion of CAMOFI and
that
the terms of the escrow arrangement appear to have been
renegotiated
while the registration statement was pending.  Please also provide
us
with your analysis as to how your actions were consistent with
Section 5 of the Securities Act.  Cite with specificity any
authority
on which you rely for your position.  In addition, provide us with
your analysis of the materiality of any potential liability for
any
violation of Section 5.

5. Please provide us a similar analysis regarding any negotiations
to
extend the maturity of the debt owed to any selling stockholder.

Selling Stockholders, page 19

6. We note your response to prior comment 11 and your revised
disclosure.  Please tell us whether any selling stockholder is an
affiliate of a broker-dealer.

7. We note your reference to a filing date of May 19 in footnote
5.
Please revise to reflect the actual filing date of the
registration
statement.

* * * * *

      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 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.
August 24, 2006
Page 3