UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
(Rule 14C-101)
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
| [X] | Preliminary Information Statement. |
| [_] | Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)). |
| [ ] | Definitive Information Statement. |
| [_] | Definitive Additional Materials. |
| [_] | Soliciting Material under ss. 240.14a-12. |
Princeton Acquisitions, Inc.
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
| [X] | No fee required. |
| [_] | Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11: |
| (1) | Title of each class of securities to which transaction applies: |
| _______________________________________________ |
| (2) | Aggregate number of securities to which transaction applies: |
_______________________________________________ |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): |
_______________________________________________ |
| (4) | Proposed maximum aggregate value of transaction: |
_______________________________________________ |
| (5) | Total fee paid: |
_______________________________________________ |
| [_] | Fee paid previously by written preliminary materials. |
| [_] | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| (1) | Amount Previously Paid: ______________________________________________ |
| (2) | Form, Schedule or Registration Statement No.: ______________________________ |
| (3) | Filing Party: ________________________________________________________ |
| (4) | Date Filed:_________________________________________________________ |
PRINCETON ACQUISITIONS, INC.
900 IDS Center
80 South 8th Street
Minneapolis, Minnesota 55402-8773
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER ___, 2009
To our Shareholders:
Notice is hereby given that a Special Meeting of the Shareholders of Princeton Acquisitions, Inc. a Colorado corporation (the “Company”), will be held on ________, December ___, 2009 at ____ (CDT) at __________________, Minneapolis, Minnesota, _______, or at any adjournment or postponement thereof, to consider and act upon the following corporate actions:
a proposal to amend and restate the Company’s Articles of Incorporation to (i) change the name of the Company from “Princeton Acquisitions, Inc.” to “Standard Gold, Inc.,” (ii) permit shareholder action in writing, in lieu of a meeting, by shareholders holding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all of the shares entitled to vote were present and voted, (iii) remove certain provisions from the Articles that are not required under the Colorado Business Corporation Act (the “CBCA”), and (iv) edit certain references from the Colorado Corporation Code to the CBCA.
Details relating to the above matters are set forth in the attached Information Statement. All Shareholders of record of the Company as of the close of business on November ___, 2009 will be entitled to notice of and to vote at such meeting or at any adjournment or postponement thereof.
The attached Information Statement is being furnished to our Shareholders pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations prescribed thereunder. We urge you to review these materials carefully. We hope that you will be able to attend the Special Meeting.
Important Notice Regarding the Availability of Information Statement for the Special Meeting of Shareholders to be held on December _____, 2009. The Information Statement is available at [www.______________].
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
| BY ORDER OF THE BOARD OF DIRECTORS | |
| Stephen D. King | |
| Chief Executive Officer and President |
November ___, 2009
PRINCETON ACQUISITIONS, INC.
900 IDS Center
80 South 8th Street
Minneapolis, Minnesota 55402-8773
INFORMATION STATEMENT FOR
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER ___, 2009
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT
TO SEND US A PROXY
General Information
Princeton Acquisitions, Inc., a Colorado corporation (sometimes referred to as the “Company” or “Princeton”), is providing this Information Statement in connection with a Special Meeting of Shareholders, which will take place on December ____, 2009 at ____ (CDT) at __________________, Minneapolis, Minnesota, _______, or at any postponement or adjournment thereof (the “Special Meeting”).
This Information Statement and accompanying Notice of Special Meeting are first being mailed on or about November ___, 2009 to Shareholders entitled to vote at the Special Meeting. The Company is not soliciting proxies in advance of the Special Meeting.
What is the Purpose of the Special Meeting?
At the Special Meeting, our Shareholders will be asked to consider and vote on the matters described in the accompanying Notice of Special Meeting, which consists of a proposal to amend and restate the Company’s Articles of Incorporation to (i) change the name of the Company from “Princeton Acquisitions, Inc.” to “Standard Gold, Inc.,” (ii) permit shareholder action in writing, in lieu of a meeting, by shareholders holding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all of the shares entitled to vote were present and voted, (iii) remove certain provisions from the Articles that are not required under the Colorado Business Corporation Act (the “CBCA”), and (iv) edit certain references from the Colorado Corporation Code to the CBCA.
Are there other Matters to be Voted on at the Special Meeting?
The Company does not know of any other matters that may come before the Special Meeting. Colorado law and the Company’s Bylaws impose limitations on the ability to present business items at a special meeting if those items were not included in the Notice of Special Meeting. Accordingly, except for procedural matters incidental to the conduct of the meeting, it is not expected that any other matters will come before the Special Meeting.
Who Can Vote at the Special Meeting?
In order to vote, you must have been a shareholder of record at the close of business on November ____, 2009 (which is referred to as the “record date”).
On the record date, there were [21,640,649] shares of Princeton’s common stock issued, outstanding and entitled to vote. Each share of common stock is entitled to one vote on each matter to be voted upon.
How do I Vote?
You can vote by attending the Special Meeting and voting your shares in person or through your legally constituted proxy. If you shares are held in the name of a broker, bank or other nominee, you must bring an account statement or letter from the nominee showing that you were the beneficial owner of the shares on the record date. We are not soliciting proxies in advance of the Special Meeting.
What Constitutes a Quorum?
In order for business to be conducted at the Special Meeting, a quorum must be present. A quorum consists of the holders of a majority of the shares of common stock issued and outstanding on the record date and entitled to vote. Shares of common stock represented in person or by proxy (including shares that abstain or do not vote with respect to the matter to be voted upon) will be counted for purposes of determining whether a quorum exists. If a quorum is not present, the Special Meeting will be adjourned until a quorum is obtained.
What Vote is Required to Approve the Amendments to the Articles of Incorporation?
If a quorum exists, the amendments to our Articles of Incorporation will be approved if the affirmative votes exceed the negative votes of the shares of common stock represented at the Special Meeting and entitled to vote.
How Will Votes be Counted?
You may vote “FOR,” “AGAINST” or “ABSTAIN.” If you “ABSTAIN,” such abstention shall be treated as shares that are present but that have not been voted and accordingly, will be treated as a “no” vote in determining whether the proposal is approved.
Broker “non-votes” and the shares as to which a stockholder abstains from voting are included for purposes of determining whether a quorum of shares is present at a meeting. A broker “non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal, because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner.
If a quorum is present, the proposal will be approved if the affirmative votes exceed the negative votes of the shares of common stock represented at the meeting and entitled to vote. In tabulating the votes on the proposal, abstentions and broker non-votes will be treated as shares that are present but that have not been voted and accordingly will be treated as abstaining votes in determining whether the proposal is approved.
PROPOSAL ONE. AMENDMENT AND RESTATEMENT OF
ARTICLES OF INCORPORATION
Proposal One proposes that the Company’s current Articles of Incorporation (the “Articles”) be amended and restated in their entirety, in the manner set forth on Appendix A hereto. For your convenience, Appendix A sets forth the language to be added to (as reflected by underlining), and the language to be removed (as reflected by strikeout), from our Articles should Proposal One be approved. If approved by the shareholders at the Special Meeting, the Amended and Restated Articles would (i) change the name of the Company from “Princeton Acquisitions, Inc.” to “Standard Gold, Inc.,” (ii) permit shareholder action in writing, in lieu of a meeting, by shareholders holding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all of the shares entitled to vote were present and voted, (iii) remove certain provisions from the Articles that are not required under the Colorado Business Corporation Act (the “CBCA”), and (iv) edit certain references from the Colorado Corporation Code to the CBCA.
As each member of the Company’s Board of Directors serves as an officer or director (or both) of Wits Basin (as discussed in more detail below under the caption “Interested Parties”), the Board of Directors has determined that a conflict of interest may exist and has therefore elected not to make a recommendation to the Shareholders regarding the approval of the Amended and Restated Articles of Incorporation as referenced in this Proposal One.
The summary description of the Amended and Restated Articles of Incorporation contained in this Information Statement is qualified by the full text of such proposed Amended and Restated Articles of Incorporation as set forth in Appendix A.
Reasons for and General Effect of Adoption of Amended and Restated Articles of Incorporation
If approved, the Amended and Restated Articles of Incorporation would:
Change the name of the Company to “Standard Gold, Inc.” The proposed Amended and Restated Articles of Incorporation seek to change the name of the Company to “Standard Gold, Inc.” The Company believes that the name “Standard Gold, Inc.” more accurately reflects the Company’s intended business operations than does “Princeton Acquisitions, Inc.,” as it better relates to the Company’s business purpose and plan to find, develop, produce and sell gold mine assets.
A change to the Company’s name will further result in the Company obtaining a change in the Company’s ticker symbol and CUSIP number. Shareholders will not be required to tender their shares for reissuance, and should not encounter any difficulties in transferring or selling shares as a result of the change in company name, ticker symbol or CUSIP number. Notwithstanding the foregoing, any certificates tendered to the transfer agent for any reason will be reissued under the new name and CUSIP number.
Include provision permitting Shareholder action in writing in lieu of a meeting with less than unanimous consent. Currently, the Articles require the unanimous written consent of Shareholders holding shares entitled to vote in order to take shareholder action without a meeting. Section 7-1-7-104 of the CBCA permits, so long as provided in a company’s articles of incorporation, that shareholders of a company may take action without a meeting with the consent of shareholders having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all of the shares entitled to vote were present and voted. The proposed Amended and Restated Articles of Incorporation seek to amend the Articles to include a provision permitting the Shareholders to take action in writing with the consent of shareholders holding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all of the shares entitled to vote were present and voted, as permitted under the CBCA. The Company believes that permitting shareholder action by written consent in this manner will provide the Company and the Shareholders additional flexibility in taking any necessary shareholder action by relieving the Company from the time delays and expenses of holding a shareholder meeting for all such actions. The Company further believes that its disclosure and notification obligations under the Exchange Act and compliance with the CBCA and applicable law will continue to ensure that the Shareholders receive necessary and timely information as to the actions of the Company, as well as the continued opportunity to vote on certain proposed acts of the Company as required by the CBCA and other applicable law.
As required by the CBCA, any action of the Shareholders taken in writing would still require the consent of shareholders holding a minimum number of votes necessary to authorize the action at a meeting at which all shares entitled to vote were present and voted. The proposed amendment, if approved, would not reduce the number of votes necessary to approve an action by the Shareholders, but rather would enable the Company’s shareholders to take such action in writing without holding a meeting; under the existing Articles, such an action would require unanimous consent of all Shareholders entitled to vote. If the proposed amendments are approved, the Company would further amend its Bylaws to make them consistent with the Amended and Restated Articles.
Removal of certain provisions of the Articles that are not required under the Colorado Business Corporation Act. The proposed Amended and Restated Articles of Incorporation seek to remove the following provisions of the current Articles, each of which are not required under the CBCA:
• Article X – Registered Office and Registered Agent;
• Article XI – Initial Board of Directors; and
• Article XII – Incorporator.
The information set forth in Articles X and XI of the Articles is no longer accurate as stated in the Articles currently. Additionally, pursuant to Section 7-110-102 of the CBCA, the information set forth in Articles X, XI and XII of the Articles are not required to be included in an amendment to the articles of incorporation of a company.
The deletion of these provisions from the Amended and Restated Articles should have no effect on the Company or the Shareholders. The information as to the original registered office and registered agent, incorporator, and initial board of directors of the Company is no longer relevant information, and information relating to the current registered office, registered agent and current board of directors is otherwise available to the public. As required under the CBCA, the current registered office and registered agent information of the Company has been filed with and is accessible from the Colorado Secretary of State. Pursuant to the rules and regulations of the Exchange Act, the Company is required to disclose the identity of the board of directors of the Company in its filings with the Securities and Exchange Commission (the “SEC”), and such information is readily accessible to the public through such filings.
Edit references of the “Colorado Corporation Code” to “Colorado Business Corporation Act.” The proposed Amended and Restated Articles of Incorporation also seek to edit certain references in the Articles to the Colorado Corporation Code, which was repealed in 1993, to the Colorado Business Corporation Act. The proposed amendments shall have no material affect on the Corporation or the Shareholders, but shall rather appropriately identify the appropriate Colorado statutes applicable to the Company.
Interested Parties
Subsequent to the completion of the Share Exchange and Stock Purchase (as defined and discussed below under the caption “Changes in Control”), as of the record date, Wits Basin Precious Minerals Inc., a Minnesota corporation (“Wits Basin”), held approximately 94% of our outstanding common stock. Further, all of our officers and directors serve as officers and directors of Wits Basin; Stephen D. King, our Chief Executive Officer, President and member of our Board of Directors, also serves as chief executive officer of Wits Basin and is a director of Wits Basin; Mark D. Dacko, our Chief Financial Officer and Secretary, serves as the chief financial officer of Wits Basin; Dr. Clyde Smith, a member of our Board of Directors, is the president and a director of Wits Basin; and Donald Stoica, a member of our Board of Directors, serves as a director of Wits Basin. As each of the members of our Board of Directors also serve as officers or directors (or both) of Wits Basin, our Board of Directors has determined that a conflict of interest may exist and has therefore elected not to make a recommendation to the Shareholders regarding the approval of the Amended and Restated Articles of Incorporation as referenced in this Proposal One.
Approval of the proposed amendments to the Articles would enable the holder or holders of shares with a majority of voting power of the Company (subject to any supermajority voting requirements set forth in the Company’s Articles or Bylaws or provided for under the CBCA or other applicable law) to take action in writing without first holding a shareholder meeting. Accordingly, Wits Basin, so long as it maintains sufficient voting power to do so, could propose and take shareholder action on behalf of the Company through a written consent, and without a meeting of the Shareholders. Through the affiliation to Wits Basin of all of our officers and directors, Wits Basin is already able to exert control over our Company, but with the approval of the proposed amendments to our Articles will also have additional flexibility to take Shareholder action without holding a meeting of the Shareholders.
Appraisal Rights
No appraisal rights are available under the CBCA or under our Articles of Incorporation or Bylaws to any stockholder who dissents from the proposal to approve the Amended and Restated Articles of Incorporation.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
As of December ___, 2009, there were [21,640,649] shares of the Company’s common stock issued and outstanding. The following table sets forth certain information regarding the beneficial ownership of the outstanding shares as of the date of this Information Statement by (i) each person who is known by us to own beneficially more than 5% of our outstanding common stock; (ii) each of our executive officers and directors; and (iii) all of our executive officers and directors as a group. Except as otherwise indicated, each such person has investment and voting power with respect to such shares, subject to community property laws where applicable. Except as noted below, the address of each person identified below is 900 IDS Center, 80 South 8th Street, Minneapolis, Minnesota 55402-8773.
| Shares | Shares | |||||||
| Name of Beneficial Owner | Beneficially Owned | Beneficially Owned | ||||||
Wits Basin Precious Minerals Inc. (1) | 20,743,544 | 94.0 | % | |||||
Irwin Gross (2) 800 S. Ocean Blvd, Apt 21 Boca Raton, FL 33432 | 1,500,000 | 6.6 | % | |||||
Stephen D. King (3) | 20,743,544 | 94.0 | % | |||||
Mark D. Dacko (4) | 0 | - | ||||||
Dr. Clyde Smith (8) | 0 | - | ||||||
Donald Stoica (8) | 0 | - | ||||||
| All executive officers and directors as a group (4 persons) | 20,743,544 | 94.0 | % | |||||
* Less than 1%.
| (1) | Includes warrants to purchase an aggregate of 430,000 shares of common stock at an exercise price of $1.00 per share. Stephen D. King, as the Chief Executive Officer and a director of Wits Basin Precious Minerals Inc., may be deemed to hold voting and investment control over the shares held by Wits Basin Precious Minerals Inc. |
| (2) | Represents (i) 180,000 shares of common stock and warrants to purchase 180,000 shares of common stock held by Irwin Gross IRA, of which Mr. Gross is the trustee, (ii) 160,000 shares of common stock and warrants to purchase 160,000 shares of common stock held by 1995 Gross Family Remainder Unit Trust, of which Mr. Gross is the trustee, (iii) 160,000 shares of common stock and warrants to purchase 160,000 shares of common stock held by Premier Partners Investments, LLLP, of which Mr. Gross is the managing partner, and (iv) warrants to purchase 500,000 shares of common stock at an exercise price of $0.01 per share held by Mr. Gross. |
| (3) | Upon effectiveness of the Share Exchange, Mr. King was appointed as the Chief Executive Officer, President and as a director of the Company. Shares represent holdings of Wits Basin Precious Minerals Inc., of which Mr. King serves as Chief Executive Officer and a director. |
| (4) | Upon effectiveness of the Share Exchange, Mr. Dacko was appointed as the Chief Financial Officer of the Company. Until completion of the Share Exchange on September 29, 2009, Mr. Dacko served as a director of Hunter Bates Mining Corporation. |
| (5) | Dr. Clyde Smith and Donald Stoica became members of the Company’s Board of Directors effective October 13, 2009. |
Changes in Control
Pursuant to a Share Exchange Agreement dated September 11, 2009 by and among the Company, Hunter Bates Mining Corporation, a Minnesota corporation (“Hunter Bates”) and certain shareholders of Hunter Bates, effective September 29, 2009, all of the shareholders of Hunter Bates as of such date exchanged all of their capital securities of Hunter Bates in consideration for similar capital securities of the Company and Hunter Bates became a wholly owned subsidiary of the Company. This transaction is referred to herein as the “Share Exchange.”
Pursuant to the Share Exchange, and in consideration of all of the outstanding securities of Hunter Bates on a share-for-share basis, the Company issued the shareholders of Hunter Bates an aggregate of 19,500,000 shares of the Company’s common stock and warrants to purchase an aggregate of 2,500,000 shares of the Company’s common stock at exercise prices ranging from $0.01 to $1.00 per share (the “Warrants”). As a result of the Share Exchange, the former shareholders of Hunter Bates held approximately 98% of the issued and outstanding shares of the Company’s common stock, and approximately 99% of the capital stock of the Company on a fully diluted basis assuming the exercise of all outstanding Warrants. Accordingly, the Share Exchange represented a change in control of the Company.
Contemporaneously with the closing of the Share Exchange, pursuant to the terms of a Stock Purchase Agreement dated September 29, 2009 by and among Earnco Money Purchase Profit Plan, Mathis Family Partners Ltd., Lazzeri Family Trust, Lazzeri Equity Partners 401K Plan, LaMirage Trust, Blueridge Consultants, Inc. Profit Sharing Plan and Charitable Remainder Trust of Timothy J. Brasel (collectively, the “Sellers”), and Wits Basin, which was the majority shareholder of Hunter Bates prior to the Share Exchange, Wits Basin purchased from the Sellers an aggregate of 1,383,544 shares of the Company’s common stock, which constituted approximately 81% of the Company’s issued and outstanding common stock immediately prior to the effectiveness of the Share Exchange, for aggregate consideration of $262,500 (the “Stock Purchase”). As a result of the Stock Purchase and the Share Exchange, Wits Basin held an aggregate of 19,883,544 shares of the Company’s common stock immediately after effectiveness of the Share Exchange, which constituted approximately 94% of the issued and outstanding shares of the Company’s common stock immediately after effectiveness of the Share Exchange.
Pursuant to the Share Exchange Agreement, Timothy J. Brasel, who was the sole officer and director of the Company, resigned his officer positions and from the Company’s Board of Directors. Stephen D. King, the chief executive officer and president of Hunter Bates, was appointed the Chief Executive Officer and President of the Company, and Mark D. Dacko, the chief financial officer of Hunter Bates, was appointed the Chief Financial Officer and Secretary of the Company. Mr. King, Dr. Clyde Smith and Donald Stoica were appointed as members of the Board of Directors.
OTHER MATTERS
Inspector of Election
Mark D. Dacko, the Company’s Chief Financial Officer and Secretary, will tabulate the votes and act as the inspector of election.
Expense of Information Statement
The expenses of mailing this Information Statement will be borne by us, including expenses in connection with the preparation and mailing of this Information Statement and all documents that now accompany or may after supplement it. Additional copies of this Information Statement may be obtained at no charge by writing to us as: Princeton Acquisitions, Inc., 900 IDS Center, 80 South 8th Street, Minneapolis, Minnesota 55402-8773, Attn: Secretary.
Miscellaneous
One Information Statement will be delivered to multiple shareholders sharing an address unless we receive contrary instructions from one or more of the stockholders sharing such address. Upon receipt of such notice, we will undertake to promptly deliver a separate copy of this Information Statement to the shareholder at the shared address to which a single copy of the Information Statement was delivered and provide instructions as to how the shareholder can notify us that the shareholder wishes to receive a separate copy of this Information Statement or other communications to the shareholder in the future. In the event a shareholder desires to provide us with such notice, it may be given verbally by telephoning our offices at (612) 349-5277 or by mail to our address at 900 IDS Center, 80 South 8th Street, Minneapolis, Minnesota 55402-8773, Attn: Secretary.
We file annual, quarterly and current reports, proxy statements, and registration statements with the SEC. These filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov. You may also read and copy any document we file with the SEC without charge at the public reference facility maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities.
The above Notice and Information Statement are sent by order of the Board of Directors.
| November _____, 2009 | Stephen D. King |
| Chief Executive Officer and President |
