10Q

10-Q 1 ersd_10q.htm QUARTERLY REPORT 10Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


(Mark One)

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: November 30, 2012

Or

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to _____________

Commission File Number: 000-54499

PRINCE MEXICO S.A., INC.
(Exact name of registrant as specified in its charter)

Nevada		01-0961505
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Questalcoatl 3783 Int. 1 Col. Cd del Sol C.O. 45050 Zapopan, JAL, Mexico
(Address of principal executive offices)

(+52) (33) 3827-0722
(Registrant's telephone number, including area code)

Eurasia Design, Inc.
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.:


Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)	Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes [ ] No [X]

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:


Common Stock, $0.00001 par value	56,050,001 shares
(Class)	(Outstanding as at November 30, 2012)

EURASIA DESIG, INC.

Table of Contents


	Page


PART I - FINANCIAL INFORMATION	3
Item 1 Financial Statements	3
Balance Sheets	4
Statements of Operations	5
Statements of Cash Flows	6
Notes to Financial Statements	7
Item 2. Management's Discussion and Analysis of Financial Condition and Plan of Operation	11
Item 3. Quantitative and Qualitative Disclosure About Market Risk	13
Item 4T. Controls and Procedures	13
PART II - OTHER INFORMATION	14
Item 1. Legal Proceedings	14
Item 1A. Risk Factors	14
Item 2. Unregistered Sales of Equity Securities	14
Item 3. Defaults Upon Senior Securities	14
Item 4. Mine Safety Disclosures	14
Item 5. Other Information	14
Item 6. Exhibits and Reports on Form 8-K	15
SIGNATURES	16

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission ("Commission"). While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the financial statements and footnotes thereto, which are included in the Company's May 31, 2012, Annual Report on Form 10-K, previously filed with the Commission on August 29, 2012.

Prince Mexico S.A, Inc.

(Formerly Eurasia Design, Inc.)

(A Development Stage Company)

Balance Sheets

(unaudited)


	November 30,		May 31,
	2012		2012
Assets

Current assets:
Cash and cash equivalents	$	-	$	-
Total current assets		-		-

Total assets	$	-	$	-

Liabilities and Stockholders’ Deficit

Current liabilities:
Accounts payable	$	1,150	$	2,260
Notes payable		21,364		-
Total current liabilities		22,514		2,260

Total liabilities		22,514		2,260

Stockholders’ deficit
Preferred stock, $0.00001 par value, 700,000,000 shares
authorized, no shares issued and outstanding		-		-
Common stock, $0.00001 par value, 700,000,000 shares
authorized, 56,050,001 and 56,000,000 shares issued and
outstanding as of November 30, 2012 and May 31, 2012		560		560
Additional paid-in capital		75,660		75,589
Deficit accumulated during development stage		(98,734)		(78,409)
Total stockholders’ deficit		(22,514)		(2,260)

Total liabilities and stockholders’ deficit	$	-	$	-

The accompanying notes are an integral part of these financial statements.

Prince Mexico S.A, Inc.

(Formerly Eurasia Design, Inc.)

(A Development Stage Company)

Statements of Operations

(unaudited)


	Three Months Ended				Six Months Ended				Inception
	November 30,				November 30,				(May 6, 2010) to
	2012		2011		2012		2011		November 30, 2012

Revenue	$	-	$	-	$	-	$	-	$	-

Expenses:
Consulting expense - related party		-		5,717		-		7,717		37,346
General and administrative expenses		1,335		255		1,335		382		8,534
Professional fees		7,220		-		9,900		75		9,990
Legal and accounting fees		2,250		900		9,000		6,500		42,864
Total expenses		10,805		6,872		20,325		14,674		98,734



Net loss	$	(10,805)	$	(6,872)	$	(20,325)	$	(14,674)	$	(98,734)

Weighted average number of
common shares outstanding - basic		56,040,558		56,000,000		56,010,927		56,000,000

Net loss per share - basic	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)

The accompanying notes are an integral part of these financial statements.

Prince Mexico S.A, Inc.

(Formerly Eurasia Design, Inc.)

(A Development Stage Company)

Statements of Cash Flows

(unaudited)


	For the six months ended				Inception
	November 30,				(May 6, 2010) to
	2012		2011		November 30, 2012

Operating activities
Net loss	$	(20,325)	$	(14,674)	$	(98,734)
Adjustments to reconcile net loss to
net cash used by operating activities:
Shares issued for services		71		-		71
Changes in operating assets and liabilities:
Increase (decrease) in accounts payable		(1,110)		547		1,150
Net cash used in operating activities		(21,364)		(10,127)		(97,513)

Financing activities
Advances from related party		-		-		26,149
Proceeds from notes payable		21,364		-		21,364
Proceeds from issuances of common stock		-		-		50,000
Net cash provided by investing activities		21,364		-		97,513

Net increase (decrease) in cash		-		(10,127)		-
Cash - beginning of the year		-		12,361		-
Cash - end of the year	$	-	$	2,234	$	-

Supplemental disclosures
Interest paid	$	-	$	-	$	-
Income taxes paid	$	-	$	-	$	-

Non-cash investing and financing transactions
Debt forgiven and treated as donated capital	$	-	$	-	$	26,149
Shares issued for services	$	71	$	-	$	71
Number of shares issued for services		7,143		-		7,143

The accompanying notes are an integral part of these financial statements.

Prince Mexico S.A, Inc.

(Formerly Eurasia Design, Inc.)

(A Development Stage Company)

Notes to Financial Statements

NOTE 1 - HISTORY AND ORGANIZATION

On July 6, 2012, the Company entered into a Securities Exchange Agreement (“Agreement”) by and between the Company; Linea Deportiva Prince México, S.A. de C.V., a Mexican corporation (“Prince México”); Mr. Duncan A. Forbes Mol. III (“Forbes”), a holder of the majority of the Company’s common stock; and the security holders of Prince México (“Prince Security Holders”), all of whom collectively own a majority of Prince México’s issued and outstanding common stock.

Pursuant to the terms of the Agreement, the Company agreed to issue 1,800,000 shares of its unregistered common stock in exchange for 100% of Prince México’s issued and outstanding common stock and the cancellation of a total of 3,783,300 shares of common stock, held by Mr. Forbes.

The Agreement was anticipated to become effective upon the delivery of audited financial statements of Prince México, pursuant to paragraph 9.2 of the Agreement. On July 11, 2012, the Company filed a Current Report on Form 8-K to disclose the closing of the Agreement (the “July 11 Form 8-K”).

On August 9, 2012, Salles, Sainz - Grant Thornton, S.C. (“SSGT”), the independent accounting firm engaged to audit the financial statements of Prince México for the years ended December 31, 2010 and 2011, notified the Company and Prince México that it did not consent to the use, and inclusion, of its audit report in the July 11 Form 8-K.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the years ended May 31, 2012 and 2011 and notes thereto included in the Company’s annual report on Form 10-K. The Company follows the same accounting policies in the preparation of interim reports.

Results of operations for the interim period are not indicative of annual results.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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 significantly from those estimates.

Cash and cash equivalents

For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value.

Prince Mexico S.A, Inc.

(Formerly Eurasia Design, Inc.)

(A Development Stage Company)

Notes to Condensed Financial Statements

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Revenue recognition

The Company recognizes revenue when consulting and placement services are rendered on the accrual basis of accounting in accordance with generally accepted accounting principles in ASC 605. The Company does not recognize revenue until all four of the following criteria are met: (1) Persuasive evidence of an arrangement exists, (2) Services have been rendered, (3) The seller’s price to the buyer is fixed and (4) Collectability is reasonably assured.

Fair value of financial instruments

The carrying amounts reflected in the balance sheets for cash, accounts payable and notes payable approximate the respective fair values due to the short maturities of these items. The Company does not hold any investments that are available-for-sale.

As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The three levels of the fair value hierarchy are described below:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

General and administrative expenses

The significant components of general and administrative expenses consist solely of legal and professional fees.

Loss per share

Net loss per share is provided in accordance with FASB ASC 260-10, “Earnings per Share”. Basic loss per share is computed by dividing losses available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. The Company had no dilutive common stock equivalents, such as stock options or warrants as of November 30, 2012 and 2011.

Dividends

The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid or declared since inception.

Prince Mexico S.A, Inc.

(Formerly Eurasia Design, Inc.)

(A Development Stage Company)

Notes to Condensed Financial Statements

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Contingencies

The Company is not currently a party to any pending or threatened legal proceedings. Based on information currently available, management is not aware of any matters that would have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

Recent pronouncements

The Company evaluated all recent accounting pronouncements issued and determined that the adoption of these pronouncements would not have a material effect on the financial position, results of operations or cash flows of the Company.

NOTE 3 - GOING CONCERN

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company had an accumulated deficit of $98,734 as of November 30, 2012. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company is contemplating conducting an offering of its debt or equity securities to obtain additional operating capital. The Company is dependent upon its ability, and will continue to attempt, to secure equity and/or debt financing. There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

NOTE 4 - NOTES PAYABLE

Through November 30, 2012, a non-affiliated third-party loaned the Company an aggregate of $21,364. The notes bear no interest and are due upon demand.

NOTE 5 - STOCKHOLDERS’ EQUITY

The Company is authorized to issue up to 100,000,000 shares of its $0.00001 par value preferred stock and up to 100,000,000 shares of its $0.00001 par value common stock.

Prince Mexico S.A, Inc.

(Formerly Eurasia Design, Inc.)

(A Development Stage Company)

Notes to Condensed Financial Statements

NOTE 5 - STOCKHOLDERS’ EQUITY (CONTINUED)

On July 6, 2012, the Board of Directors authorized approved an increase in the Company’s authorized shares of stock, and correspondingly increasing the number of issued and outstanding shares on the basis of 7 for 1. The Company waited until the consummation of the Share Exchange Agreement to effect the action. On December 28, 2012, the Company filed a Certificate of Change with the State of Nevada to increase the authorized capital at a ratio of 7 for 1 to 700,000,000 shares of common stock, having a $0.00001 par value per share and 700,000,000 shares of preferred stock, having a $0.00001 par value per share. In connection with the increase in authorized capital, the Company correspondingly increased the number of issued and outstanding common stock on the basis of seven (7) “new” shares for each one (1) “old” share issued and outstanding. The action is being treated as a 7:1 forward split and was undertaken pursuant to a unanimous written consent of the Board of Directors, without a meeting, notice or vote as provided in Nevada Revised Statutes 78.207. All references to share and per share information in the financial statements and related notes have been adjusted to reflect the stock split on a retroactive basis.

On September 18, 2012, the Company issued 7,143 shares of common stock to a non-affiliated third party for services rendered valued at $71.43.

During the three months ended November 30, 2012, there have been no other issuances of common stock.

NOTE 6 - RELATED PARTY TRANSACTIONS

The Company does not lease or rent any property. Office services are provided without charge by an officer and director of the Company. Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein. The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.

NOTE 7 - SUBSEQUENT EVENTS

The Company’s Management has reviewed all material events through the date of this report in accordance with ASC 855-10, and believes there are no further material subsequent events to report, other than the following;

On December 18, 2012, Prince México submitted to Eurasia Design audited financial statements for the years ended December 31, 2011 and 2010, thereby triggering the closing of the Agreement. Pursuant to the terms of the Agreement, the Company issued 1,800,000 shares of its unregistered common stock in exchange for 100% of Prince México’s issued and outstanding common stock and obtained cancellation of a total of 26,483,100 shares of common stock, held by Mr. Forbes. The total issued and outstanding common stock of the Company, post-closing, and upon cancellation of the shares herein referenced, and the issuance of shares to Prince México, will be 42,166,901.

As a result of the December 18, 2012 acquisition of 100% of Prince México, Prince México is the accounting acquirer and the Company’s board of directors has elected to change its fiscal year end from May 31 to December 31.

On December 28, 2012, the Company changed its name from Eurasia Design, Inc. to Prince Mexico S.A., Inc.

Item 2. Management's Discussion and Analysis of Financial Condition and Plan of Operation

Forward-Looking Statements

This Quarterly Report contains forward-looking statements about our business, financial condition and prospects that reflect management’s assumptions and beliefs based on information currently available. We can give no assurance that the expectations indicated by such forward-looking statements will be realized. If any of our management’s assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, Spindle’s actual results may differ materially from those indicated by the forward-looking statements.

The key factors that are not within our control and that may have a direct bearing on operating results include, but are not limited to, acceptance of our services, our ability to expand our customer base, managements’ ability to raise capital in the future, the retention of key employees and changes in the regulation of our industry.

There may be other risks and circumstances that management may be unable to predict. When used in this Quarterly Report, words such as, "believes," "expects," "intends," "plans," "anticipates," "estimates" and similar expressions are intended to identify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions.

Background and Recent Developments

Eurasia Design, Inc. was incorporated in the State of Nevada on May 6, 2010. We previously sold furniture and accessories.

We entered into and closed a Share Exchange Agreement on July 6, 2012, by and between Eurasia Design, Inc.; Linea Deportiva Prince México, S.A. de C.V., a Mexican corporation (“Prince México”); Mr. Duncan A. Forbes Mol. III, a holder of the majority of Eurasia Design’s common stock; and the Prince Security Holders, all of whom collectively own a majority of Prince México’s issued and outstanding common stock.

Pursuant to the terms of the Agreement, we agreed to issue 12,600,000 shares of our unregistered common stock in exchange for 100% of Prince México’s issued and outstanding common stock and the cancellation of a total of 26,483,100 shares of common stock, held by Mr. Forbes.

The Agreement was anticipated to become effective on upon the delivery of audited financial statements of Prince México, pursuant to paragraph 9.2 of the Agreement. On July 11, 2012, we filed a Current Report on Form 8-K to disclose the closing of the Agreement (the “July 11 Form 8-K”).

On August 9, 2012, Salles, Sainz - Grant Thornton, S.C. (“SSGT”), the independent accounting firm engaged to audit the financial statements of Prince México for the years ended December 31, 2010 and 2011, notified Eurasia Design and Prince México that it did not consent to the use, and inclusion, of its audit report in the July 11 Form 8-K.

As a result of the above, Prince México was unable to meet its obligations under paragraph 9.2 of the Agreement and the transactions contemplated therein were delayed until such time as Prince México obtained audited financial statements for the years ended December 31, 2011 and 2010. As of December 18, 2012, subsequent to the period covered by this report, Prince México submitted to Eurasia Design audited financial statements for the years ended December 31, 2011 and 2010. On December 28, 2012, we changed our name from Eurasia Design, Inc. to Prince Mexico S.A., Inc.

Linea Deportiva Prince México, S.A. de C.V. was formed on April 25, 2008 in Guadalajara, Jalisco, Mexico. On April 15, 2008, Prince México entered into a Distribution Agreement with Prince USA, which provides Prince México the exclusive rights to sell Prince USA brand name products in Mexico, Central America and South America. The Distribution Agreement is in effect from April 15, 2008 through December 31, 2012 and is subject to minimum purchase and advertising budget requirements.

Our ability to fund our operating expenses and debt service requirements are in doubt, and we cannot guarantee that we will be able to satisfy such. As such, we would require a significant infusion of cash through sales of our debt or equity securities. There are no formal or informal agreements to attain such financing. We cannot assure you that any financing can be obtained or, if obtained, that it will be on reasonable terms. Without realization of additional capital, it would be unlikely for us to continue as a going concern.

Our management does not anticipate the need to hire additional full- or part- time employees over the next 12 months, as the services provided by our current officers and directors appear sufficient at this time. Our officers and directors work for us on a part-time basis, and are prepared to devote additional time, as necessary. We do not expect to hire any additional employees over the next 12 months.

Results of Operations

Revenues

We have not generated any revenues since our inception on May 6, 2010. There can be no assurance that we will be able to generate or grow revenues in future periods.

Operating Expenses

In the course of our operations, we incur operating expenses composed largely of general and administrative costs and professional fees. General and administrative expenses are essentially the cost of doing business, and encompass, without limitation, the following: research and development; licenses; taxes; general office expenses, such as postage, supplies and printing; utilities; bank charges; website costs; and other miscellaneous expenditures not otherwise classified. Accounting fees include: auditing by our independent registered public accountants, bookkeeping, tax preparation fees for filing Federal and State income tax returns and other accounting-specific consulting services. Professional fees include: transfer agent fees for printing stock certificates; consulting costs for marketing and advertising; general business development; and Edgarization fees for the submission of reports and information statements with the U.S. Securities and Exchange Commission.

For the three months ended November 30, 2012, we incurred operating expenses in the amount of $10,805. Our operating expenses during the period were composed of $2,250 in legal and accounting fees, $7,220 in professional fees and $1,335 in general and administrative expenses. In the comparable three months ended November 30, 2011, we incurred operating expenses in the amount of $6,872, composed of: $900 in legal and accounting fees and $5,972 in general and administrative expenses, of which $5,717 was paid to a related party for consulting services. While consulting expense decreased due to our termination of the consulting arrangement, we incurred significantly higher consulting fees, recognized as professional fees, in the period ended November 30, 2012.

During the six month period ended November 30, 2012, our total operating expenses were $20,325, composed of $9,000 in legal and accounting fees related to the cost of being a fully reporting entity, $9,900 in professional fees and $1,335 in general and administrative expenses. In comparison, during the six months ended November 30, 2011, total expenses were $14,674, of which we incurred $6,500 in legal and accounting fees, $75 in professional fees, $382 in general and administrative expenses and $7,717 in consulting fees paid to a related party.

Since our inception on May 6, 2010 through November 3, 2012, aggregate operating expenditures were $98,734. As a result, we anticipate expenditures increasing through the foreseeable future and may vary dramatically from period to period.

Net Losses

We have experienced net losses in all periods since our inception. Our net losses for the three months ended November 30, 2012 and 2011 were $10,805 and $6,872, respectively. During the six month period ended November 30, 2012, our net loss was $20,325 compared to a net loss of $14,674 in the six month period ended November 30, 2011. Our net loss since the date of our inception through November 30, 2012 was $98,734. We anticipate incurring ongoing operating losses and cannot predict when, if at all, we may expect these losses to plateau or narrow.

Liquidity and Capital Resources

To date, we have obtained operating capital from sales of our common equity and loans from our founder. Since our inception, we have raised a total of $50,000 in cash from sales of common stock. Additionally, our founder has loaned us a total of $26,149 since our inception. Our founder has forgiven all debt owed to him and considers it donated capital.

During the six months ended November 30, 2012, a non-related entity paid for expenses on our behalf, totaling $21,364. The entire amount is considered notes payable, bears no interest and is due on demand.

As of November 30, 2012, we had $0 in cash and did not have any other cash equivalents. Our management believes this amount is not sufficient to maintain our operations for at least the next 12 months. We are actively raising additional capital by conducting additional issuances of our equity and debt securities for cash. The sale of additional equity securities will result in dilution to our stockholders. The incurrence of indebtedness will result in increased debt service obligations and could require us to agree to operating and financial covenants that could restrict our operations or modify our plans to grow the business. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, will limit our ability to expand our business operations and could harm our overall business prospects. We cannot assure you that any financing can be obtained or, if obtained, that it will be on reasonable terms. As such, our principal accountants have expressed doubt about our ability to continue as a going concern because we have limited operations and have not fully commenced planned principal operations.

We do not have any off-balance sheet arrangements.

We currently do not own any significant plant or equipment that we would seek to sell in the near future.

We have not paid for expenses on behalf of any of our directors. Additionally, we believe that this fact shall not materially change.

Item 3. Quantitative and Qualitative Disclosure About Market Risks

This item is not applicable as we are currently considered a smaller reporting company.

Item 4T. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our Principal Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the period covered by this Report. Based on that evaluation, it was concluded that our disclosure controls and procedures are effective to provide reasonable assurance that information we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure

Changes in internal controls over financial reporting

There were no changes in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Subsequent Events

Subsequent to the period covered by this report, on December 18, 2012, Prince México submitted to Eurasia Design audited financial statements for the years ended December 31, 2011 and 2010, thereby triggering the closing of the Agreement. Pursuant to the terms of the Agreement, the Company issued 12,600,000 shares of its unregistered common stock in exchange for 100% of Prince México’s issued and outstanding common stock and obtained cancellation of a total of 26,483,100 shares of common stock, held by Mr. Forbes. The total issued and outstanding common stock of the Company, post-closing, and upon cancellation of the shares herein referenced, and the issuance of shares to Prince México, will be 42,166,901.

The Registrant’s main focus has been redirected to the operations of Prince México. The Registrant now owns all of the assets, liabilities and operations of Prince México, which has the exclusive rights to sell Prince Sports, Inc. (“Prince USA”) brand name products in Mexico, Central America and South America.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any material legal proceedings.

Item 1A. Risk Factors

Our significant business risks are described in our Form 10-K for the years ended May 31, 2012 and 2011, to which reference is made herein.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On September 18, 2012, we issued 50,001 shares of common stock to Globex Transfer, LLC, a non-affiliated third party, for services rendered valued at $71.43. The issuance of the shares to Globex was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended. The entity and its constituents are sophisticated investors who were familiar with the Company and its management and took the shares for investment without a view to distribution or resale. All certificates issued contained a restrictive legend thereupon.

On July 6, 2012, the Board of Directors authorized approved an increase in our authorized shares of stock, and correspondingly increasing the number of issued and outstanding shares on the basis of 7 for 1. We waited until the consummation of the Share Exchange Agreement to effect the action. On December 28, 2012, we filed a Certificate of Change with the State of Nevada to increase the authorized capital at a ratio of 7 for 1 to 700,000,000 shares of common stock, having a $0.00001 par value per share and 700,000,000 shares of preferred stock, having a $0.00001 par value per share. In connection with the increase in authorized capital, we correspondingly increased the number of issued and outstanding common stock on the basis of seven (7) “new” shares for each one (1) “old” share issued and outstanding. The action is being treated as a 7:1 forward split and was undertaken pursuant to a unanimous written consent of the Board of Directors, without a meeting, notice or vote as provided in Nevada Revised Statutes 78.207. All references to share and per share information in the financial statements and related notes have been adjusted to reflect the stock split on a retroactive basis.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits and Reports on Form 8-K


Exhibit Number	Name and/or Identification of Exhibit

2	Material Agreements

	(a) Securities Exchange Agreement ⁽¹⁾
	(b) Form of Articles of Merger ⁽¹⁾

3	Articles of Incorporation & By-Laws

	(a) Articles of Incorporation ⁽²⁾
	(b) By-Laws ⁽²⁾

31	Rule 13a-14(a)/15d-14(a) Certifications

32	Certification under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section 1350)

101	Interactive Data File

	(INS) XBRL Instance Document
	(SCH) XBRL Taxonomy Extension Schema Document
	(CAL) XBRL Taxonomy Extension Calculation Linkbase Document
	(DEF) XBRL Taxonomy Extension Definition Linkbase Document
	(LAB) XBRL Taxonomy Extension Label Linkbase Document
	(PRE) XBRL Taxonomy Extension Presentation Linkbase Document

(1)

Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on July 1, 2012.

(2)

Incorporated by reference to the Registration Statement on Form S-1, previously filed with the SEC on July 28, 2010.


8-K Filed Date	Item Number

September 21, 2012	Form 8-K/A
	Item 1.01 Entry into a Material Definitive Agreement
	Item 2.01 Completion of Acquisition or Disposition of Assets
	Item 3.02 Unregistered Sales of Equity Securities
	Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
	Item 5.06 Change in Shell Company Status
	Item 8.01 Other Events
	Item 9.01 Financial Statements and Exhibits

SIGNATURES

Pursuant to the requirements of the Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


PRINCE MEXICO S.A., INC.
(Registrant)

Signature	Title	Date

/s/ Duncan A. Forbes	President	February 5, 2013
Duncan A. Forbes, Mol. III

/s/ Duncan A. Forbes	Principal Accounting Officer	February 5, 2013
Duncan A. Forbes, Mol. III	Chief Financial Officer