U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-QSB Quarterly Report Under the Securities Exchange Act of 1934 For Quarter Ended: March 31, 1998 Commission File Number: 0-22095 PRINCETON MANAGEMENT CORPORATION (Exact name of small business issuer as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 84-1039267 (IRS Employer Identification No.) 5650 Greenwood Plaza Blvd, Suite 216 Englewood, Colorado (Address of principal executive offices) 80111 (Zip Code) (303) 741-1118 (Issuer's Telephone Number) (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) 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 ____. The number of shares of the registrant's only class of common stock issued and outstanding, as of March 31, 1998, was 288,600 shares. PART I ITEM 1. FINANCIAL STATEMENTS. The unaudited financial statements for the three month period ended March 31, 1998, are attached hereto. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with the Financial Statements and notes thereto included herein. The Company generated no revenues during the three month period ended March 31, 1998. Management of the Company anticipates that the Company will not generate any significant revenues until the Company accomplishes its business objective of merging with a nonaffiliated entity or acquiring assets from the same. The Company's securities are currently not liquid. There are no market makers in the Company's securities and it is not anticipated that any market will develop in the Company's securities until such time as the Company successfully implements its business plan of engaging in a business opportunity, either by merger or acquisition of assets. The Company presently has no liquid financial resources to offer such a candidate and must rely upon an exchange of its stock to complete such a merger or acquisition. Because the Company is not required to pay rent or salaries to any of its officers or directors, management believes that the Company has sufficient funds to continue operations through the foreseeable future. Forward Looking Statements This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") concerning the Company's operations, economic performance and financial conditions, including, in particular, the likelihood of the Company's ability to acquire another existing business or assets. These statements are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of the Company and reflect future business decisions which are subject to change. Some of these assumptions inevitably will not materialize and unanticipated events will occur which will affect the Company's results. Consequently, actual results will vary from the statements contained herein and such variance may be material. Prospective investors should not place undue reliance on this information. 2 Year 2000 Disclosure Many existing computer programs use only two digits to identify a year in the date field. These programs were designed and developed without considering the impact of the upcoming change in the century. If not corrected, many computer applications could fail or create erroneous results by or at the Year 2000. As a result, many companies will be required to undertake major projects to address the Year 2000 issue. Because the Company has nominal assets, including no personal property such as computers, it is not anticipated that the Company will incur any negative impact as a result of this potential problem. However, it is possible that this issue may have an impact on the Company after the Company successfully consummates a merger or acquisition. Management intends to address this potential problem with any prospective merger or acquisition candidate. There can be no assurances that new management of the Company will be able to avoid a problem in this regard after a merger or acquisition is so consummated. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS - NONE ITEM 2. CHANGES IN SECURITIES - NONE ITEM 3. DEFAULTS UPON SENIOR SECURITIES - NONE ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - NONE. ITEM 5. OTHER INFORMATION - NONE. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - (a) Exhibits EX-27 Financial Data Schedule (b) Reports on Form 8-K - None. 3 Princeton Management Corporation (A Development Stage Company) Balance Sheet - ---------------------------------------------------------------------- Unaudited Audited March December 31, 1998 31, 1997 --------- --------- ASSETS Current Assets: Cash $1,577 $1,857 --------- --------- TOTAL ASSETS $1,577 $1,857 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY LIABILITIES - Accounts Payable $3,325 $709 --------- --------- SHAREHOLDERS' EQUITY Preferred Stock , .01 Par Value Authorized 20,000,000 Shares; Issued And Outstanding -0- Shares 0 0 Common Stock, $.0001 Par Value Authorized 100,000,000 Shares; Issued And Outstanding 288,600 Shares 29 29 Capital Paid In Excess Of Par Value Of Common Stock 163,043 163,043 Retained (Deficit) (148,616) (148,616) Retained Earnings (Deficit) Accumulated During The Development Stage (16,204) (13,308) --------- --------- TOTAL SHAREHOLDERS' EQUITY (1,748) 1,148 --------- --------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $1,577 $1,857 ========= ========= <FN> The Accompanying Notes Are An Integral Part Of These Unaudited Financial Statements. 4 Princeton Management Corporation (A Development Stage Company) Unaudited Statement Of Operations - ---------------------------------------------------------------------- Inception Unaudited Unaudited January 1, 3 Month 3 Month 1996 Period Ended Period Ended Through March March March 31, 1998 30, 1997 30, 1998 ------------ ------------ ---------- Revenue $0 $0 $0 Expenses: Administrative 30 0 205 Legal And Accounting 2,866 2,000 16,025 ------------ ------------ ---------- Total 2,896 2,000 16,230 ------------ ------------ ---------- Net (Loss) Before Other Income (2,896) (2,000) (16,230) Other Income - Interest 0 0 26 ------------ ------------ ---------- Net (Loss) ($2,896) ($2,000) ($16,204) ============ ============ ========== Net Profit Per Common Share ($0.01) ($0.01) ============ ============ Weighted Average Common Shares Outstanding 288,600 288,600 ============ ============ <FN> The Accompanying Notes Are An Integral Part Of These Unaudited Financial Statements. 5 Princeton Management Corporation (A Development Stage Company) Unaudited Statement Of Cash Flows - ---------------------------------------------------------------------- Inception Unaudited Unaudited January 1, 3 Month 3 Month 1996 Period Ended Period Ended Through March March March 31, 1998 30, 1997 31, 1998 ------------ ------------ ---------- Net (Loss) ($2,896) ($2,000) ($16,204) Adjustments To Reconcile Net Loss To Net Cash Used In Operating Activities: 0 0 0 Debt paid by shareholder on behalf of Company 0 0 5,000 Changes In Operating Assets And Liabilities: 2,616 0 3,325 ------------ ------------ ---------- Net Flows From Operations (280) (2,000) (7,879) ------------ ------------ ---------- Cash Flows From Investing Activities: 0 0 0 ------------ ------------ ---------- Net Cash Flows From Investing 0 0 0 ------------ ------------ ---------- Cash Flows From Financing Activities: Funds Received As Additional Capital Contribution 0 3,072 8,072 ------------ ------------ ---------- Cash Flows From Financing 0 3,072 8,072 ------------ ------------ ---------- Net Increase In Cash (280) 1,072 193 Cash At Beginning Of Period 1,857 1,065 1,384 ------------ ------------ ---------- Cash At End Of Period $1,577 $2,137 $1,577 ============ ============ ========== Summary Of Non-Cash Investing And Financing Activities: Debt paid by shareholder on behalf of Company $0 $0 $5,000 ============ ============ ========== <FN> The Accompanying Notes Are An Integral Part Of These Unaudited Financial Statements. 6 Princeton Management Corporation (A Development Stage Company) Unaudited Statement Of Shareholders' Equity - ------------------------------------------------------------------------------- (Deficit) Accumulated Number Of Capital Paid During The Common Common In Excess Of Development Retained Shares Stock Par Value Stage (Deficit) Total --------- ------ ------------ ------------ --------- ------- Balance At December 31, 1995 188,600 $19 $149,981 $0 ($148,616) $1,384 Net (Loss) At December 31, 1996 (5,319) (5,319) Issuance Of Common Stock - November 1996 100,000 10 4,990 0 0 5,000 --------- ------ ------------ ------------ --------- ------- Balance At December 31, 1996 288,600 29 154,971 (5,319) (148,616) 1,065 Contribution To Equity 8,072 8,072 Net (Loss) At December 31, 1997 (7,989) (7,989) --------- ------ ------------ ------------ --------- ------- Balance At December 31, 1997 288,600 $29 $163,043 ($13,308)($148,616) $1,148 Net (Loss) At March 31, 1998 (2,896) (2,896) --------- ------ ------------ ------------ --------- ------- Balance At March 31, 1998 288,600 $29 $163,043 (16,204)($148,616)($1,748) ========= ====== ============ ============ ========= ======= <FN> The Accompanying Notes Are An Integral Part Of These Unaudited Financial Statements. 7 Princeton Management Corporation Notes To Unaudited Financial Statements For The Three Month Period Ended March 31, 1998 Note 1 - Unaudited Financial Information The unaudited financial information included for the three month periods ended March 31, 1998 and March 31, 1997 were taken from the books and records without audit. However, such information reflects all adjustments (consisting only of normal recurring adjustments, which are of the opinion of management, necessary to reflect properly the results of interim periods presented). The results of operations for the three month period ended March 31, 1998 are not necessarily indicative of the results expected for the year ended December 31, 1998. 8 SIGNATURES Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. PRINCETON MANAGEMENT CORPORATION (Registrant) Dated: May 13, 1998 By: s/Gregory J. Simonds ------------------------------------- Gregory J. Simonds, President 9 PRINCETON MANAGEMENT CORPORATION Exhibit Index to Quarterly Report on Form 10-QSB For the Quarter Ended March 31, 1998 EXHIBITS Page No. EX-27 Financial Data Schedule . . . . . . . . . . . . . . . . . . 11 10