10QSB 1 princesep06.htm princetonsep06


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 10-QSB



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

For the quarter ended September 30, 2006


_ 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 X No


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 corporate issuers:


State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 58,563,900 as of September 30, 2006.


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



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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, 2006 follow.





PRINCETON ACQUISITIONS, INC.

 (A Development Stage Enterprise)

FINANCIAL STATEMENTS



Quarter Ended September 30, 2006



INDEX TO FINANCIAL STATEMENTS:

 

 

 

Balance Sheet

3

Statements of Operations

4

Statements of Cash Flows

7

Notes to Financial Statements

8








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 PRINCETON ACQUISITIONS, INC.

 (A Development Stage Enterprise)

BALANCE SHEET

 (Unaudited)


 

 

 

 

 

 

 

 

Sept. 30, 2006

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

 

 

 

 

 

 

 $                   -

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

  & STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

      Accounts payable

 

 

 

 

 

 $             7,104

      Accounts payable - related party

 

 

 

 

              81,180

 

 

 

 

 

 

 

 

 

          Total current liabilities

 

 

 

 

              88,284

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

 

 

 

 

              88,284

 

 

 

 

 

 

 

 

 

Stockholders' Equity

 

 

 

 

 

 

      Preferred stock, $1 par value;

 

 

 

 

 

          50,000,000 shares authorized;

 

 

 

 

           none issued and outstanding

 

 

 

 

                      -

      Common stock, $.001 par value;

 

 

 

 

 

          100,000,000 shares authorized;

 

 

 

 

          58,563,900 shares issued and outstanding

 

 

              58,564

      Additional paid in capital

 

 

 

 

            112,127

      Deficit accumulated during the development stage

 

          (258,975)

 

 

 

 

 

 

 

 

 

Total Stockholders' Equity

 

 

 

 

            (88,284)

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders' Equity

 

 

 

 $                   -

 

 

 

 

 

 

 

 

 




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



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 PRINCETON ACQUISITIONS, INC.

(A Development Stage Enterprise)

STATEMENTS OF OPERATONS

(Unaudited)



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

July 10, 1985

 

 

 

 

 

 

 

 

 

(Inception of

 

 

 

 

 

Three months

 

Three months

 

Dev. Stage)

 

 

 

 

 

Ended

 

Ended

 

Through

 

 

 

 

 

Sept. 30, 2005

 

Sept. 30, 2006

 

Sept. 30, 2006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

 

 

 

 $                  -

 

 $                   -

 

 $                  -

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

     General and administrative

 

 

                 850

 

               6,614

 

           240,122

     Property write off

 

 

 

 

 

 

           146,975

 

 

 

 

 

                 850

 

               6,614

 

           387,097

 

 

 

 

 

 

 

 

 

 

Gain (loss) from operations

 

 

                (850)

 

              (6,614)

 

          (387,097)

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

     Gain on debt relief

 

 

                     -

 

                      -

 

           128,122

 

 

 

 

 

 

 

 

 

 

Income (loss) before

 

 

 

 

 

 

 

     provision for income taxes

 

 

                (850)

 

              (6,614)

 

          (258,975)

 

 

 

 

 

 

 

 

 

 

Provision for income tax

 

 

                     -

 

                      -

 

                     -

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

 

 

 $             (850)

 

 $           (6,614)

 

 $       (258,975)

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share

 

 

 

 

 

 

 

(Basic and fully diluted)

 

 

 $                (0)

 

 $                 (0)

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of

 

 

 

 

 

 

 

common shares outstanding

 

 

       58,563,900

 

       58,563,900

 

 

 

 

 

 

 

 

 

 

 

 





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



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PRINCETON ACQUISITIONS, INC.

 (A Development Stage Enterprise)

STATEMENTS OF CASH FLOWS

 (Unaudited)


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

July 10, 1985

 

 

 

 

 

 

 

 

 

(Inception of

 

 

 

 

 

Three months

 

Three months

 

Dev. Stage)

 

 

 

 

 

Ended

 

Ended

 

Through

 

 

 

 

 

Sept. 30, 2005

 

Sept. 30, 2006

 

Sept. 30, 2005

 

 

 

 

 

 

 

 

 

 

Cash Flows From Operating Activities:

 

 

 

 

 

     Net income (loss)

 

 

 $             (850)

 

 $            (6,614)

 

 $       (258,975)

          

 

 

 

 

 

 

 

 

 

     Adjustments to reconcile net loss to

 

 

 

 

 

     net cash provided by (used for)

 

 

 

 

 

 

     operating activities:

 

 

 

 

 

 

 

          Accrued payables

 

 

 

 

              (5,551)

 

             65,104

          Accrued payables - related party

                  850

 

              12,165

 

             81,180

          Property write off

 

 

 

 

 

 

           146,975

          Other write off

 

 

 

 

 

 

                 900

          Gain on debt relief

 

 

 

 

 

 

         (128,122)

               Net cash provided by (used for)

 

 

 

 

 

               operating activities

 

                      -

 

                      -

 

           (92,938)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flows From Investing Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

               Net cash provided by (used for)

 

 

 

 

 

               investing activities

 

                      -

 

                      -

 

                     -

 

 

 

 

 

 

 

 

 

 



(Continued on following page)



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



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PRINCETON ACQUISITIONS, INC.

 (A Development Stage Enterprise)

STATEMENTS OF CASH FLOWS

 (Unaudited)


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

July 10, 1985

 

 

 

 

 

 

 

 

 

(Inception of

 

 

 

 

 

Three months

 

Three months

 

Dev. Stage)

 

 

 

 

 

Ended

 

Ended

 

Through

 

 

 

 

 

Sept. 30, 2005

 

Sept. 30, 2005

 

Sept. 30, 2005

 

 

 

 

 

 

 

 

 

 

Cash Flows From Financing Activities:

 

 

 

 

 

         Sales of common stock

 

 

 

 

 

             31,138

         Issuance of stock - reverse merger

                      -

 

                      -

 

             61,800

               Net cash provided by (used for)

 

 

 

 

 

               financing activities

 

                      -

 

                      -

 

             92,938

 

 

 

 

 

 

 

 

 

 

Net Increase (Decrease) In Cash

 

                      -

 

                      -

 

                     -

 

 

 

 

 

 

 

 

 

 

Cash At The Beginning Of The Period

                      -

 

                      -

 

                     -

 

 

 

 

 

 

 

 

 

 

Cash At The End Of The Period

 

 $                   -

 

 $                    -

 

 $                  -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Schedule Of Non-Cash Investing And Financing Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

None

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosure

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for interest

 

 

 $                   -

 

 $                    -

 

 $                  -

Cash paid for income taxes

 

 

 $                   -

 

 $                    -

 

 $                  -

 

 

 

 

 

 

 

 

 

 





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



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PRINCETON ACQUISITIONS, INC.

(A Development Stage Enterprise)

NOTES TO FINANCIAL STATEMENTS


 

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:


The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-QSB and do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim periods are not necessarily indicative of operations for a full year.


The Company


Princeton Acquisitions, Inc. (the “Company”), was incorporated in the State of Colorado on July 10, 1985 for the purpose of evaluating and seeking merger candidates. The Company is in the development stage, as it has engaged only in limited activities and has not yet realized significant revenues from its planned operations. The Company is currently seeking business opportunities.


Use of Estimates


The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.


Net income (loss) per share


The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share.


Financial Instruments


The carrying value of the Company’s financial instruments, as reported in the accompanying balance sheet, approximates fair value.


Fiscal year


The Company employs a fiscal year ending June 30.



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PRINCETON ACQUISITIONS, INC.

(A Development Stage Enterprise)

NOTES TO FINANCIAL STATEMENTS


NOTE 1.

ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):


Income tax


The Company accounts for income taxes under Statement of Financial Accounting Standards No. 109 (“SFAS 109”). Under SFAS 109 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.



NOTE 2.  GOING CONCERN


The Company has suffered recurring losses from operations and has a working capital deficit. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.


The Company may raise additional capital through the sale of its equity securities, or finance operations from related party borrowings. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern.





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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.   


Liquidity and Capital Resources


As of September 30, 2006, the Company remains in the development stage.  For the period ended September 30, 2006, the Company’s balance sheet reflects total assets of $0, and total current liabilities of $88,284, which is an amount due to a shareholder who has paid professional fees incident to maintaining corporate existence on the Company’s behalf.  There are no specific repayment terms and no interest is charged.


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, 2006, 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 10-SB 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 experienced a net loss of $6,614 for the three-month period ended September 30, 2006, as a result of expenses incurred to maintain its corporate existence and comply with SEC reporting requirements. 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



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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.


Plan of Operations


For the fiscal year ending June 30, 2007, and for the succeeding twelve months, the Company expects to continue its efforts to locate a suitable business acquisition candidate and thereafter to complete a business acquisition transaction.  The Company anticipates incurring a loss for the fiscal year as a result of expenses associated with compliance with the reporting requirements of the Securities Exchange Act of 1934, and expenses associated with locating and evaluating acquisition candidates. The Company does not expect to generate revenues until it completes a business acquisition, and, depending upon the performance of the acquired business, it may also continue to operate at a loss after completion of a business combination

 

Need for Additional Financing


 

The Company will require additional capital in order to pay the costs associated with carrying out its plan of operations and the costs of compliance with its continuing reporting obligations under the Securities Exchange Act of 1934, as amended, for the fiscal year ending June 30, 2007 and thereafter.  This additional capital will be required whether or not the Company is able to complete a business combination transaction during the current fiscal year.  Furthermore, once a business combination is completed, the Company’s needs for additional financing are likely to increase substantially.


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 to raise additional capital through 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, however, to the extent that additional funds are required, the Company anticipates that it will either continue to rely on its majority shareholder to pay expenses on its behalf, or it will seek to raise capital through the private placement of restricted securities. In addition, in order to minimize the amount of additional cash which is required in order to carry out its business plan, the Company might seek to compensate certain service providers by issuances of stock in lieu of cash.



- 10 -



ITEM 3.

CONTROLS AND PROCEDURES


The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a company’s controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC’s rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and principal accounting officer, of the effectiveness of the design and operation of our disclosure controls and procedures.  Based on this evaluation, our chief executive officer and principal accounting officer concluded that our disclosure controls and procedures are designed to provide reasonable assurance of achieving the objectives of timely alerting them to material information required to be included in our periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported with the time periods specified.  Our chief executive office and principal accounting officer also concluded that our disclosure controls and procedures were effective as of September 30, 2006 to provide reasonable assurance of the achievement of these objectives.


There was no change in the Company's internal control over financial reporting during the quarter ended September 30, 2006, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.




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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.










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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 Director

Date:  November 14, 2006

















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