SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 11, 2008
PRINCETON ACQUISITIONS, INC.
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(Exact name of registrant as specified in its charter)
Colorado 2-99174-D 84-0991764
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) ID Number)
2560 W. Main Street, Suite 200, Littleton, Colorado 80120
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 794-9450
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
On March 11, 2008, the Company entered into a Revolving Credit Agreement with
Mathis Family Partners, Ltd. ("Mathis"), Lazzeri Family Trust ("Lazzeri"), whose
Trustee, Robert Lazzeri, is an officer and director of the Corporation, Lazzeri
Equity Partners 401K Plan ("LEP 401K"), whose Trustee, Robert Lazzeri, is an
officer and director of the Corporation, La Mirage Trust ("La Mirage"), EARNCO
M.P.P.P. ("EARNCO"), Blueridge Consultants, Inc. Profit Sharing Plan
("Blueridge") and Brasel Charitable Remainder Trust ("Brasel") (Mathis, Lazzeri,
LEP 401K, La Mirage, EARNCO, Blueridge and Brasel, collectively, the "Lender"),
to borrow up to $250,000, evidenced by an unsecured Revolving Loan Note dated
March 11, 2008. All amounts borrowed pursuant to the Revolving Credit Agreement
accrue interest at 7% per annum and all principal and accrued but unpaid
interest is payable in full on demand of the Lender. The Revolving Credit
Agreement does not obligate the Lender to make any loans but any loans made by
the Lender to the Company, up to an outstanding principal balance of $250,000,
will be subject to the terms of the Revolving Credit Agreement and the Revolving
Loan Note. As part consideration for the foregoing credit facility, Mathis,
Lazzeri, LEP 401K and EARNCO M.P.P.P. each received 187,500 shares of the
Company's common stock and La Mirage, Blueridge and Brasel, collectively,
received 375,000 shares of the Company's common stock.
Item 3.02 Unregistered Sales of Equity Securities
In connection with and as a loan fee for a credit facility provided to the
Company, Mathis Family Partners, Ltd., the Lazzeri Family Trust, Lazzeri Equity
Partners 401K Plan and EARNCO M.P.P.P. each received 187,500 shares of the
Company's common stock and La Mirage Trust, Blueridge Consultants, Inc. Profit
Sharing Plan and the Brasel Charitable Remainder Trust, collectively, received
375,000 shares of the Company's common stock.
We believe that the issuance of shares of the Company's Common Stock to the
Lender in conjunction with the Loan will be exempt from the registration and
prospectus delivery requirements of the Securities Act of 1933 by virtue of
Section 4(2). The recipients of the shares of Common Stock were current
shareholders of the Company and were afforded an opportunity for effective
access to files and records of our Company that contained the relevant
information needed to make its investment decision. We reasonably believe that
the recipients, immediately prior to their investment decision, had such
knowledge and experience in our financial and business matters that they were
capable of evaluating the merits and risks of their investment. The recipients
had the opportunity to speak with our management on several occasions prior to
their investment decision.
Item 9.01 Financial Statements and Exhibits
(a)Financial Statements: Not Applicable
(b) Pro Forma Financial Information: Not Applicable
Exhibit 99.1 Revolving Credit Agreement
Exhibit 99.2 Revolving Loan Note
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Princeton Acquisitions, Inc.
Date: March 11, 2008 By: /s/ Robert Lazzeri
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Robert Lazzeri, President