UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-QSB/A

X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended September 30, 2003

_ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to _____

PRINCETON ACQUISITIONS, INC.

(Name of small business in its charter)

Colorado	2-99174-D		84-0991764
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification Number)
4105 E. Florida Avenue, Suite 100 Denver, Colorado		80222
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (303) 756-8583

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act 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     No X

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

Applicable only to issuers involved in bankruptcy proceedings during the past five years:

Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes ___ No X

Applicable only to corporate issuers:

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 36,287,500 as of September 30, 2003.

Transitional Small Business Disclosure Format (Check one):  Yes __ No X

1

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS AND EXHIBITS

(a) The unaudited financial statements of registrant as of and for the period ending September 30, 2003 follow.

PRINCETON ACQUISITIONS, INC.

 (A Development Stage Enterprise)

FINANCIAL STATEMENTS

Quarter Ended September 30, 2003

INDEX TO FINANCIAL STATEMENTS:
Balance Sheet	3
Statements of Loss and Accumulated Deficit	4
Statement of Stockholders’ Equity	5
Statements of Cash Flows	6
Notes to Financial Statements	7

2

 PRINCETON ACQUISITIONS, INC.

 (A Development Stage Enterprise)

BALANCE SHEET

			September		September
			30, 2003		30, 2002
			(unaudited)		(unaudited)
	ASSETS
CURRENT ASSETS
Cash		$	-	$	-
Total current assets			-		-
Other Assets
Deferred offering costs (Note 1)			11,691		11,691
Total other assets			11,691		11,691
	Total assets	$	11,691	$	11,691
	LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Due to stockholders (Note 4)		$	0	$	0
	Total current liabilities		0		0
STOCKHOLDERS' EQUITY
Common stock, par value $.001 per share; 100,000,000
shares authorized; 36,287,500 shares
issued and outstanding (Note 1)			36,288		36,288
Additional paid in capital			81,002		81,002
Deficit accumulated during the development stage			(105,599)		(105,599)
Total stockholders' equity			11,691		11,691
	Total liabilities and stockholders' equity	$	11,691	$	11,691

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

3

 PRINCETON ACQUISITIONS, INC.

(A Development Stage Enterprise)

STATEMENTS OF LOSS AND ACCUMULATED DEFICIT

			Cumulative		Three Months		Three Months
			During		Ended		Ended
			Development		30-Sep-03		30-Sep-02
			Stage
Revenue
Interest Income		$	29	$		$
	Total revenue		29
Other expense
Amortization			900
General and administrative			104,728
	Total expense		105,628		0		0
	NET LOSS		(105,599)		0		0
Accumulated deficit
Balance, beginning of period			-		(105,599)		(105,599)
Balance, end of period		$	(105,599)	$	(105,599)	$	(105,599)
Loss per share		$	(Nil)	$	(Nil)	$	(Nil)
Weighted shares outstanding			36,287,500		36,287,500		36,287,500

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

4

PRINCETON ACQUISITIONS, INC.

(A Development Stage Enterprise)

STATEMENT OF STOCKHOLDERS' EQUITY

										Total
		Common stock				Additional		Accumu-		stock-
		Number				paid in		lated		holders'
		of shares		Amount		Capital		deficit		equity
Balance, July 10, 1985		-	$	-	$		$	-	$	-
Issuance of stock for cash
	July 15, 1985 ($.001 per share)	4,800,000		4,800		2,200		-		7,000
Issuance of stock for cash
	June 30, 1985 ($.001 per share)	31,487,500		31,488		78,802		-		110,290
Net loss for the period inception
to June 30, 1986		-		-		-		(105,599)		(105,599)
Balance, June 30, 1996		36,287,500	$	36,288	$	81,002	$	(105,599)	$	11,691
Net loss for the year ended June 30, 1987								0	$	0
Balance, June 30, 1987		36,287,500	$	36,288	$	81,002	$	(105,599)	$	11,691
Net loss for the year ended June 30, 1988								0		0
Balance, June 30, 1988		36,287,500	$	36,288	$	81,002	$	(105,599)	$	11,691
Net loss for the year ended June 30, 1989								0		0
Balance, June 30, 1989		36,287,500	$	36,288	$	81,002	$	(105,599)	$	11,691
Net loss for the year ended June 30, 1990								0		0
Balance, June 30, 1990		36,287,500	$	36,288	$	81,002	$	(105,599)	$	11,691
Net loss for the year ended June 30, 1991								0		0
Balance, June 30, 1991		36,287,500	$	36,288	$	81,002	$	(105,599)	$	11,691
Net loss from June 30, 1992 through the year ended June 30, 2003								0		0
Balance, June 30, 2003		36,287,500	$	36,288	$	81,002	$	(105,599)	$	11,691
Net loss for the three months ended September 30, 2003								0		0
Balance, September 30, 2003		36,287,500	$	36,288	$	81,002	$	(105,599)	$	11,691

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

5

PRINCETON ACQUISITIONS, INC.

 (A Development Stage Enterprise)

STATEMENTS OF CASH FLOWS

				Cumulative
				During		Three Months		Three Months
				Development		Ended		Ended
				Stage		30-Sep-03		30-Sep-02
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss			$	(105,599)	$	0	$	0
Add non-cash items:
	Organizational cost amortization			900		-		-
	Organizational cost amortization					-		-
	Increase in organizational cost					-		-
		Cash used in operations		(104,699)		0		0
CASH FLOWS FROM FINANCING ACTIVITIES
	Proceeds from issuance of common stock			116,390		.		-
	Offering costs			(11,691)		-
		Cash provided by financing activities		104,699		0		0
Net increase (decrease) in cash				-		-		-
Cash, beginning of periods				-		-		-
Cash, end of periods			$	-	$	-	$	-

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

6

PRINCETON ACQUISITIONS, INC.

(A Development Stage Enterprise)

NOTES TO FINANCIAL STATEMENTS

1.

Summary of significant accounting policies

  Organization

Princeton Acquisitions, Inc. (the “Company”) was organized under the laws of the State of Colorado on July 10, 1985, for the purpose of evaluating and seeking merger candidates.  The Company is currently considered to be in the development stage as more fully defined in the Financial Accounting Standards Board Statement No. 7.  The Company has engaged in limited activities, but has not generated significant revenues to date.  The Company is currently seeking business opportunities.

Accounting methods

The Company records income and expenses on the accrual method.

Fiscal year

The Company has selected June 30 as its fiscal year.

Deferred offering cost

Costs associated with any public offering are charged to proceeds of the offering.

Loss per share

All stock outstanding prior to the public offering had been issued at prices substantially less than that which was paid for the stock in the public offering.  Accordingly, for the purpose of the loss per share calculation, shares outstanding at the end of the period were considered to be outstanding during the entire period.

2.

Income taxes

Since its inception, the Company has incurred a net operating loss.  Accordingly, no provision has been made for income taxes.

3.

Management representation

For the period ended September 30, 2003 management represents that all adjustments necessary to a fair statement of the results for the period have been included and such adjustments are of a normal and recurring nature.

4.

Going concern

The Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern.

7

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this report, including statements in the following discussion which are not statements of historical fact, are what are known as “forward looking statements,” which are basically statements about the future.  For that reason, these statements involve risk and uncertainty since no one can accurately predict the future.  Words such as “plans,” “intends,” “will,” “hopes,” “seeks,” “anticipates,” “expects” and the like often identify such forward looking statements, but are not the only indication that a statement is a forward looking statement.  Such forward looking statements include statements concerning our plans and objectives with respect to the present and future operations of the Company, and statements which express or imply that such present and future operations will or may produce revenues, income or profits.  Numerous factors and future events could cause the Company to change such plans and objectives or fail to successfully implement such plans or achieve such objectives, or cause such present and future operations to fail to produce revenues, income or profits. Therefore, the reader is advised that the following discussion should be considered in light of the discussion of risks and other factors contained in this report on Form 10-QSB and in the Company’s other filings with the Securities and Exchange Commission.  No statements contained in the following discussion should be construed as a guarantee or assurance of future performance or future results.   

Plan of Operations

The Company was administratively dissolved on January 1, 1991, and was completely dormant and inactive from January 1, 1991 until September 24, 2004, when it was reinstated into good standing with the Colorado Secretary of State.  In conjunction with its reinstatement, the Company’s plan of operations is to initiate efforts to carry out its original business plan of seeking to locate a suitable business acquisition candidate and thereafter completing a business acquisition transaction.  The initial steps in this plan include arranging for the filing required tax returns, establishing an appropriate management structure, obtaining required audited and interim unaudited financial statements, completing and filing all required periodic reports with the US Securities and Exchange Commission, and initiating steps to locate a suitable business acquisition candidate.  The plan of operations for the remainder of the current fiscal year is to begin taking these steps.  There is no assurance as to when or whether the Company will locate a suitable business acquisition candidate or complete a business acquisition transaction.  The Company anticipates incurring a loss for the fiscal year as a result of expenses associated with carrying out the steps outlined above, and does not expect to generate revenues until after it completes a business acquisition.  Even following completion of a business acquisition transaction, there is no assurance as to how quickly the Company may begin to generate revenues or to operate at a profit.

Liquidity and Capital Resources

As of September 30, 2003, the Company remains in the development stage.  For the period ended September 30, 2003, the Company’s balance sheet reflects total current assets of $11,691 in the form of deferred offering costs, and total current liabilities of $0.

8

The Company does not have sufficient assets or capital resources to pay its on-going expenses while it is seeking out business opportunities, and it has no current plans to raise additional capital through sale of securities.  As a result, although the Company has no agreement in place with its shareholders or other persons to pay expenses on its behalf, it is anticipated that the Company will continue to rely on its majority shareholders to pay expenses on its behalf at least until it is able to consummate a business transaction.

Results of Operations

During the period from July 10, 1985 (inception) through September 30, 2003, the Company has engaged in no significant operations other than organizational activities, acquisition of capital and preparation and filing of its registration statement on Form 8-A under the Securities Exchange Act of 1934, as amended, compliance with its periodical reporting requirements and initial efforts to locate a suitable merger or acquisition candidate.  The Company received no revenues during this period.

The Company does not expect to generate any revenue until it completes a business combination, but will continue to incur legal and accounting fees and other costs associated with compliance with its reporting obligations. As a result, the Company expects that it will continue to incur losses each quarter at least until it has completed a business combination.  Depending upon the performance of any acquired business, the Company may continue to operate at a loss even following completion of a business combination.

Need for Additional Financing

During the fiscal year ending June 30, 2004, the Company plans to initiate efforts to locate a suitable business acquisition candidate and complete a business acquisition transaction.  The Company also plans to file all required periodical reports and to become current in its status as a fully-reporting Company under the Securities Exchange Act of 1934. In order to carry out these plans, the Company will require additional capital.  No specific commitments to provide additional funds have been made by management or other stockholders, and the Company has no current plans, proposals, arrangements or understandings with respect to the sale or issuance of additional securities prior to the location of a merger or acquisition candidate. Accordingly, there can be no assurance that any additional funds will be available to the Company to allow it to cover its expenses. Notwithstanding the foregoing, to the extent that additional funds are required, the Company anticipates receiving such funds in the form of advancements or loans from current shareholders or through the private placement of sales of its shares.

ITEM 3.

CONTROLS AND PROCEDURES

 As of the end of the period covered by this Amended Quarterly Report on Form 10-QSB, the Company's Chief Executive Officer and Chief Financial Officer evaluated, with the participation of the Company's management, the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")).  Based upon their evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures were not effective to provide reasonable assurance that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified

9

in the Securities and Exchange Commission's rules and forms.  This determination was made after the Company was notified, on or about January 20, 2006, that its previous auditor, Tannenbaum & Company, P.C., was not registered with the Public Company Accounting Oversight Board (“PCAOB”).

Subsequent to being notified that Tannenbaum & Company, P.C. was not registered with the PCAOB, the Company retroactively dismissed Tannenbaum & Company, P.C. as its auditor for the fiscal years ended June 30, 2004 and June 30, 2005, and appointed Ronald R. Chadwick, P.C., as its auditor for those fiscal years as well as for the fiscal year ending June 30, 2006, and requested the new auditor to re-review previously filed financial statements for all interim periods after September 30, 2003.  The financial statements contained in this amended report on Form 10-QSB have been reviewed by the newly appointed auditor.

Except as noted above, there was no change in the Company's internal control over financial reporting during the period ended September 30, 2003, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.

DEFAULT UPON SENIOR SECURITIES

None.

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SCURITY HOLDERS

None.

ITEM 5.

OTHER INFORMATION.

None.

ITEM 6.

EXHIBITS.

The following exhibits are filed herewith:

31.1

Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended.

32.1

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

10

SIGNATURE

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

PRINCETON ACQUISITIONS, INC.

By: /s/ Fred Mahlke, President, Chief Financial Officer and a Director

Date:  March 1, 2006

11