UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended March 31, 2009
or
[ ] Transition Report Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934
Commission file number: 000-14319
PRINCETON ACQUISITIONS, INC.
----------------------------
(Exact name of registrant as specified in its charter)
Colorado 84-0991764
-------- ----------
(State of incorporation) (I.R.S. Employer Identification Number)
2560 W. Main Street, Suite 200
Littleton, CO 80120
-------------------
(Address of principal executive offices)
(303) 794-9450
--------------
(Issuer's telephone number)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the proceeding 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 large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [_] Accelerated filer [_]
Non-accelerated filer [_] Smaller reporting company [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 [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. As of May 15, 2009 the Company
had 1,710,649 shares of its $.001 par value common stock issued and outstanding.
Table of Contents
Page No.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets March 31, 2009 (unaudited) and
June 30, 2008 2
Condensed Statements of Operations Three Months Ended March
31, 2009 and 2008 and Nine Months Ended March 31, 2009 and
2008 and from July 10, 1985 (date of inception) through
March 31, 2009 (unaudited) 3
Condensed Statements of Cash Flows Nine Months Ended March
31, 2009 and 2008 and from July 10, 1985 (date of inception)
through March 31, 2009 (unaudited) 4
Notes to Condensed Financial Statements (unaudited) 5
Item 2. Management's Discussion and Analysis or Plan of Operation 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk 11
Item 4T. Controls and Procedures 11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits 12
Part I FINANCIAL INFORMATION
Item 1 - CONDENSED INTERIM FINANCIAL STATEMENTS
PRINCETON ACQUISITIONS, INC.
(A Development Stage Company)
CONDENSED BALANCE SHEETS
March 31, June 30,
2009 2008
----------- -----------
(Unaudited) (audited)
ASSETS
Current assets:
Cash $ 2,703 $ 4,208
----------- -----------
Total current assets 2,703 4,208
----------- -----------
Total assets $ 2,703 $ 4,208
=========== ===========
LIABILITIES AND SHAREHOLDERS' (DEFICIT)
Current liabilities:
Accounts payable $ 100 $ --
Accrued expense - related party 567 786
Note payables - related party 15,900 31,500
----------- -----------
Total current liabilities 16,567 32,286
----------- -----------
SHAREHOLDERS' (DEFICIT) (Note 2)
Preferred stock, authorized 50,000,000 shares, $1 par value,
none issued or outstanding -- --
Common stock, authorized 100,000,000 shares, $.001 par value,
1,710,649 issued and outstanding 1,711 1,711
Additional paid in capital 273,600 273,600
Accumulated (deficit) during development stage (289,175) (303,389)
----------- -----------
Total shareholders' (deficit) (13,864) (28,078)
----------- -----------
Total liabilities and shareholders' (deficit) $ 2,703 $ 4,208
=========== ===========
The accompanying notes are an integral part of these financial statements.
2
PRINCETON ACQUISITIONS, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS (Unaudited)
Period
July 10,
1985
(Date of
For the For the For the For the Commencement
Three Three Nine Nine of
Months Months Months Months Development
Ended Ended Ended Ended Stage) to
March 31, March 31, March 31, March 31, March 31,
2009 2008 2009 2008 2009
----------- ----------- ----------- ----------- -----------
Revenues $ -- $ -- $ -- $ -- $ --
Operating expenses:
Accounting fees 1,800 1,900 7,250 1,900 10,950
Legal fees 245 3,478 858 3,478 6,143
Shareholder expense 760 2,864 2,117 4,611 8,284
Other general and administrative expense 4,660 4,738 14,376 13,200 280,974
Property write off -- -- -- -- 146,975
----------- ----------- ----------- ----------- -----------
Total operating expenses 7,465 12,980 24,601 23,189 453,326
----------- ----------- ----------- ----------- -----------
Net (loss) from operations (7,465) (12,980) (24,601) (23,189) (453,326)
----------- ----------- ----------- ----------- -----------
Other Income (expense)
Other Income -- -- 40,000 -- 40,000
Gain on debt relief -- -- -- -- 128,122
Loan fee - related party (expense) -- (2,000) -- (2,000) (2,000)
Interest expense (274) (331) (1,185) (331) (1,971)
----------- ----------- ----------- ----------- -----------
Total other income (expense) (274) (2,331) 38,815 (2,331) 164,151
----------- ----------- ----------- ----------- -----------
Net income (loss) $ (7,739) $ (15,311) $ 14,214 $ (25,520) $ (289,175)
=========== =========== =========== =========== ===========
Net income (loss) per common share $ (0.00) $ (0.01) $ 0.01 $ (0.03)
----------- ----------- ----------- -----------
Weighted average number of
common shares outstanding 1,710,649 1,253,231 1,710,649 806,551
=========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements.
3
PRINCETON ACQUISITIONS, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
Period
July 10,
1985
(Date of
For the For the Commencement
Nine Nine of
Months Months Development
Ended Ended Stage) to
March 31, March 31, March 31,
2009 2008 2009
--------- --------- ---------
Cash flows from operating activities:
Net income (loss) $ 14,214 $ (25,520) $(289,175)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Accounts payable 100 500 58,100
Accounts payable - related party -- (89,580) --
Accrued expenses (219) 331 567
Property write off -- -- 146,975
Other write offs -- -- 900
Loan fee - related party -- 2,000 2,000
Donated capital - expenses -- 96,660 102,620
Gain on debt relief -- -- (128,122)
--------- --------- ---------
Net cash provided by (used in) operating activities: 14,095 (15,609) (106,135)
--------- --------- ---------
Cash flow from financing activities:
Proceeds from shareholder loans 15,000 22,500 46,500
Repayments of shareholder loans (30,600) -- (30,600)
Sales of common stock -- -- 31,138
Issuance of stock - reverse merger -- -- 61,800
--------- --------- ---------
Net cash (used in) provided by financing activities (15,600) 22,500 108,838
--------- --------- ---------
NET (DECREASE) INCREASE IN CASH (1,505) 6,891 2,703
CASH, BEGINNING OF THE PERIOD 4,208 -- --
--------- --------- ---------
CASH AND CASH EQUIVALENTS, END OF THE PERIOD $ 2,703 $ 6,891 $ 2,703
========= ========= =========
SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES:
Expenses paid by a related party and
donated to the company $ -- $ 96,660 $ 102,620
--------- --------- ---------
SUPPLEMENTAL CASH FLOW
For the period ended March 31, 2009
Cash paid for interest $ 1,404 $ -- $ 1,404
--------- --------- ---------
Cash paid for income taxes $ -- $ -- $ --
--------- --------- ---------
The accompanying notes are an integral part of these financial statements.
4
PRINCETON ACQUISITIONS, INC.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)
NOTE 1 - ORGANIZATION, OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
Organization and Business
- -------------------------
PRINCETON ACQUISITIONS, INC. ("the Company") was incorporated in 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 had engaged only in
limited activities and has not yet realized significant revenues from its
planned operations. The Company intends to evaluate structure and complete a
merger with, or acquisition of, prospects consisting of private companies,
partnerships or sole proprietorships.
Summary of Accounting Basis of Presentation
- -------------------------------------------
The condensed interim financial statements included herein have been
prepared by the Company, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, although the Company believes that the
disclosures made are adequate to make the information presented not misleading.
The condensed interim financial statements and notes thereto should be read in
conjunction with the financial statements and the notes thereto, included in the
Company's Annual Report to the Securities and Exchange Commission for the fiscal
year ended June 30, 2008, filed on Form 10-KSB on September 26, 2008.
In the opinion of management, all adjustments necessary to summarize fairly
the financial position and results of operations for such periods in accordance
with accounting principles generally accepted in the United States of America.
All adjustments are of a normal recurring nature. The results of operations for
the most recent interim period are not necessarily indicative of the results to
be expected for the full year.
Certain prior period amounts have been reclassified to conform to current
period presentation.
Development Stage Company
- -------------------------
The Company is in the development stage and has not yet realized any
revenues from its planned operations. The Company's business plan is to evaluate
structure and complete a merger with, or acquisition of, prospects consisting of
private companies, partnerships or sole proprietorships.
Based upon the Company's business plan, it is a development stage
enterprise. Accordingly, the Company presents its financial statements in
conformity with the accounting principles generally accepted in the United
States of America that apply in establishing operating enterprises. As a
development stage enterprise, the Company discloses the deficit accumulated
during the development stage and the cumulative statements of operations and
cash flows from inception to the current balance sheet date.
Use of Estimates
- ----------------
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the 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 revenue and
expenses during the reporting period. Management believes that the estimates
utilized in the preparation of financial statements are prudent and reasonable.
Actual results could differ from these estimates.
5
Going Concern
- -------------
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principals in the United States of America, which
contemplates continuation of the Company as a going concern. However, the
Company has negative working capital, a stockholders' deficit and no active
business operations, which raises substantial doubt about its ability to
continue as a going concern.
In view of these matters, the Company will need to continue to be dependent
on its officer and directors in order to meet its liquidity needs during the
next fiscal year. There is no assurance that the Company's officer and directors
will fund the necessary operating capital, or that revenues will commence
sufficient to assure the eventual profitability of the Company. Management
believes that this plan provides an opportunity for the Company to continue as a
going concern.
Certain prior period amounts have been reclassified to conform to current
period presentation.
Change in Control and Plan of Reorganization
- --------------------------------------------
On November 2, 2007 (the "Closing Date"), pursuant to a Stock Purchase
Agreement (the "Stock Purchase Agreement") and a Stock Purchase Option Agreement
(the "Option Agreement") Mathis Family Partners, Ltd., Lazzeri Family Trust,
EARNCO MPPP, Lazzeri Equity Partners 401K Plan, La Mirage Trust, Blueridge
Consultants, Inc. Profit Sharing Plan and the Charitable Remainder Trust of
Timothy J Brasel (collectively the "Investors") purchased 431,336 shares, of the
common stock of the Company for an aggregate of $318,000 from three shareholders
of the Company, including the Company's previous largest shareholder. As a
result of the purchase of the shares of the Company's common stock Investors own
approximately 73.7% of the issued and outstanding shares of common stock of the
Company which resulted in a change in control of the Company.
On March 11, 2008, the Company entered into a Revolving Credit Agreement
(the "Revolving Credit Agreement") with Mathis Family Partners, Ltd. ("Mathis"),
Lazzeri Family Trust ("Lazzeri"), Lazzeri Equity Partners 401K Plan ("LEP
401k"), La Mirage Trust ("La Mirage"), EARNCO MPPP ("EARNCO"), Blueridge
Consultants, Inc. Profit Sharing Plan ("Blueridge") and Brasel Charitable
Remainder Trust ("Brasel"), collectively, they are referred to herein as the
"the Lender", to borrow up to $250,000, evidenced by an unsecured Revolving Loan
Note (the "Revolving Loan Note.") dated March 11, 2008. In connection with and
as a loan fee for the foregoing unsecured credit facility, Mathis, Lazzeri, LEP
401K, La Mirage and EARNCO each received 187,500 unregistered shares of the
Company's common stock and Blueridge and Brasel each received 93,750
unregistered shares, respectively, of the Company's common stock for a total of
1,125,000 shares valued at $2,000.
As a result of the Revolving Credit Agreement, Mathis, Lazzeri, LEP 401k, La
Mirage, EARNCO, Blueridge, and Brasel own approximately 15.2%, 15.2%, 15.2%,
11.0%, 15.2%, 9.8%, and 9.4% respectively, of the issued and outstanding shares
of the common stock of the Company. Accordingly, Mr. Mathis, Mr. Lazzeri and Mr.
Brasel each indirectly own approximately 91.0% of the issued and outstanding
shares of the common stock of the Company.
Reverse Stock Split
- -------------------
On January 30, 2008 the shareholders of the Company, at a special meeting,
approved a 1-for-100 reverse stock split of the Company's common stock, par
value $.001 per share, with no change in the number of authorized shares of
common stock and with any fractional shares rounded up to a whole share. The
reverse stock split was effective on February 6, 2008.
In connection with the 1-for-100 reverse stock split, all historical common
shares amounts have been retroactively restated to reflect the stock split
mentioned above.
NOTE 2 - SHAREHOLDERS'S (DEFICIT)
On November 2, 2007 (the "Closing Date"), pursuant to a Stock Purchase
Agreement (the "Stock Purchase Agreement") and a Stock Purchase Option Agreement
(the "Option Agreement") Mathis Family Partners, Ltd., Lazzeri Family Trust,
EARNCO MPPP, Lazzeri Equity Partners 401K Plan, La Mirage Trust, Blueridge
Consultants, Inc. Profit Sharing Plan and the Charitable Remainder Trust of
Timothy J Brasel (collectively the "Investors") purchased 431,336 shares, of the
common stock of the Company for an aggregate of $318,000 from three shareholders
of the Company, including the Company's previous largest shareholder. The source
of the funds used for the purchase was personal funds of the Investors.
6
As a result of the purchase of shares of common stock of the Company, Mathis
Family Partners, Ltd., Lazzeri Family Trust, EARNCO MPPP, Lazzeri Equity
Partners 401K Plan, La Mirage Trust, Blueridge Consultants, Inc. Profit Sharing
Plan and the Charitable Remainder Trust of Timothy J Brasel own
approximately12.3%, 12.3%, 12.3%, 12.3%, 1.0%, 12.3% and 11.2%, respectively, of
the issued and outstanding shares of the common stock of the Company. Mr.
Earnest Mathis is the General Partner of the Mathis Family Partners Ltd. and
Trustee of EARNCO MPPP. Mr. Robert Lazzeri is the Trustee of both the Lazzeri
Family Trust and Lazzeri Equity Partners 401K Plan. Mr. Timothy Brasel is
Trustee of LaMirage, Blueridge Consultants, Inc. Profit Sharing Plan and the
Charitable Remainder Trust of Timothy J. Brasel. Accordingly, Mr. Mathis, Mr.
Lazzeri and Mr. Brasel each indirectly own approximately 24.6% of the issued and
outstanding shares of the common stock of the Company.
On January 30, 2008 the shareholders of Company at a special meeting
approved a 1-for-100 reverse stock split of our common stock, par value $.001
per share, with no change in the number of authorized shares of common stock and
with any fractional shares rounded up to a whole share. As a result of the
1-for-100 reverse stock split, an additional 10 shares were issued to existing
shareholders for fractional shares held.
On March 11, 2008, the Company entered into a Revolving Credit Agreement
(the "Revolving Credit Agreement") with Mathis Family Partners, Ltd. ("Mathis"),
Lazzeri Family Trust ("Lazzeri"), Lazzeri Equity Partners 401K Plan ("LEP
401k"), La Mirage Trust ("La Mirage"), EARNCO MPPP ("EARNCO"), Blueridge
Consultants, Inc. Profit Sharing Plan ("Blueridge") and Brasel Charitable
Remainder Trust ("Brasel"), collectively, they are referred to herein as the
"the Lender", to borrow up to $250,000, evidenced by an unsecured Revolving Loan
Note (the "Revolving Loan Note.") dated March 11, 2008. In connection with and
as a loan fee for the foregoing unsecured credit facility, Mathis, Lazzeri, LEP
401K, La Mirage and EARNCO each received 187,500 unregistered shares of the
Company's common stock and Blueridge and Brasel each received 93,750
unregistered shares, respectively, of the Company's common stock for a total of
1,125,000 shares valued at $2,000.
As a result of the Revolving Credit Agreement, Mathis, Lazzeri, LEP 401k, La
Mirage, EARNCO, Blueridge, and Brasel own approximately 15.2%, 15.2%, 15.2%,
11.0%, 15.2%, 9.8%, and 9.4% respectively, of the issued and outstanding shares
of the common stock of the Company. Accordingly, Mr. Mathis, Mr. Lazzeri and Mr.
Brasel directly and indirectly, collectively, own approximately 91.0% of the
issued and outstanding shares of the common stock of the Company
NOTE 3 - DUE TO SHAREHOLDERS
On March 11, 2008, the Company entered into a Revolving Credit Agreement
(the "Revolving Credit Agreement") with Mathis Family Partners, Ltd. ("Mathis"),
Lazzeri Family Trust ("Lazzeri"), Lazzeri Equity Partners 401K Plan ("LEP
401k"), La Mirage Trust ("La Mirage"), EARNCO MPP. ("EARNCO"), Blueridge
Consultants, Inc. Profit Sharing Plan ("Blueridge") and Brasel Charitable
Remainder Trust ("Brasel"), collectively, they are referred to herein as the
"the Lender", to borrow up to $250,000, evidenced by an unsecured Revolving Loan
Note (the "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. In connection with and as a loan
fee for the foregoing unsecured credit facility, Mathis, Lazzeri, LEP 401K, La
Mirage and EARNCO each received 187,500 unregistered shares of the Company's
common stock and Blueridge and Brasel each received 93,750 unregistered shares,
respectively, of the Company's common stock for a total of 1,125,000 shares
valued at $2,000. At March 31, 2009 the principal balance on the note was
$15,900 with available credit of $234,100.
NOTE 4 - RELATED PARTY TRANSACTION
During the period ended September 30, 2007, a related party paid $5,460 of
expenses incurred by the Company, and has agreed not to be reimbursed for the
payments and consider the payments as capital donated to the Company. The
Company has recorded these payments as additional paid-in capital.
On November 2, 2007, a related party of the Company forgave an interest free
loan in the amount of $91,200 made to the Company. The Company has recorded the
forgiveness as additional paid-in capital.
7
The Company utilizes the offices of a company controlled by Robert Lazzeri,
the Company's Chief Executive Officer and Director. The Company pays $1,500 per
month for reimbursement for out-of-pocket office expenses, such as telephone,
postage or supplies and administrative support to a company controlled by Mr.
Lazzeri. We have paid $13,500 for these expenses for the nine months ended March
31, 2009.
8
Item 2 - MANAGEMENT'S DISCUSSION AND ANAYLSIS OR PLAN OF OPERATION
Cautionary Note Regarding Forward-Looking Statements
Statements contained in this report include "forward-looking statements"
within the meaning of such term in Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward-looking statements
involve known and unknown risks, uncertainties and other factors, which could
cause actual financial or operating results, performances or achievements
expressed or implied by such forward-looking statements not to occur or be
realized. Such forward-looking statements generally are based on our best
estimates of future results, performances or achievements, predicated upon
current conditions and the most recent results of the companies involved and
their respective industries. Forward-looking statements may be identified by the
use of forward-looking terminology such as "may," "can," "will," "could,"
"should," "project," "expect," "plan," "predict," "believe," "estimate," "aim,"
"anticipate," "intend," "continue," "potential," "opportunity" or similar terms,
variations of those terms or the negative of those terms or other variations of
those terms or comparable words or expressions.
Readers are urged to carefully review and consider the various disclosures
made by us in this Quarterly Report on Form 10-Q and our Form 10-KSB for the
fiscal year ended June 30, 2008, and our other filings with the U.S. Securities
and Exchange Commission. These reports and filings attempt to advise interested
parties of the risks and factors that may affect our business, financial
condition and results of operations and prospects. The forward-looking
statements made in this Form 10-Q speak only as of the date hereof and we
disclaim any obligation to provide updates, revisions or amendments to any
forward-looking statements to reflect changes in our expectations or future
events.
Results of Operations
For the three months ended March 31, 2009 compared to the three months ended
March 31, 2008
Revenue. No operating revenues were generated during the three months ended
March 31, 2009 and March 31, 2008.
Operating Expenses. Total operating expenses were $7,465 and $12,980,
respectively for the quarter ended March 31, 2009 and for the quarter ended
March 31, 2008. Operating expenses consist of professional, management and
filing fees.
Other expense. Other expense was $274 and $2,331, respectively for the
quarter ended March 31, 2009 and the quarter ended March 31, 2008. On March 11,
2008 we entered into a Revolving Credit Agreement with the company's major
shareholders resulting in a loan fee expense of $2,000.
For the nine months ended March 31, 2009 compared to the nine months ended March
31, 2008
Revenue. No operating revenues were generated during the nine months ended
March 31, 2009 and March 31, 2008.
Operating Expenses. Total operating expenses were $24,601 and $23,189,
respectively for the nine months ended March 31, 2009 and for the nine months
ended March 31, 2008. Operating expenses consist of professional, management and
filing fees.
Other income (expense). Other income (expense) was $38,815 and ($2,331),
respectively for the nine months ended March 31, 2009 and the nine months ended
March 31, 2008. In October 2008, the Company received a $40,000 deposit in
connection with a potential share exchange transaction with a third party. The
potential share transaction did not close due to contingencies not met by the
third party; therefore the $40,000 deposit was forfeited by the third party to
the Company
Liquidity and Capital Resources
As of March 31, 2009, the Company had $2,703 in cash or cash equivalents and
a working capital deficit of $13,864.
9
On March 11, 2008, the Company entered into a Revolving Credit Agreement
with the Company's major shareholders to borrow up to $250,000, evidenced by an
unsecured Revolving Loan Note. 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. On October 15, 2008, the
Company re-paid $30,600 plus accrued interest of $1,404. As of March 31, 2009,
$15,900 was borrowed under this agreement with $567 of interest accrued.
The Company will incur fees and expenses associated with maintaining
compliance with the SEC. Additionally, it is likely the Company will incur
expenses associated with its search and review of possible acquisitions. If an
acquisition or other significant corporate transaction is contemplated, then
other fees and expenses could be incurred.
While future operating activities are expected to be funded by the Revolving
Credit Agreement the Company's request for funds under the Revolving Credit
Agreement are not guaranteed and in the event that such future operating
activities are not funded pursuant to the Revolving Credit Agreement, additional
sources of funding would be required to continue operations. There is no
assurance that the Company could raise working capital or if any capital would
be available at all.
Off-Balance Sheet Items
We have no off-balance sheet items as of March 31, 2009.
10
Item 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
A smaller reporting company is not required to provide the information required
by this Item.
Item 4T - CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934
("Exchange Act"), the Company carried out an evaluation, under the supervision
and with the participation of the Company's management, including the Company's
Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the
effectiveness of the Company's disclosure controls and procedures (as defined
under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered
by this report. Based upon that evaluation, the Company's CEO and CFO concluded
that the Company's disclosure controls and procedures are effective to ensure
that information required to be disclosed by the Company in the reports that the
Company files or submits under the Exchange Act, is recorded, processed,
summarized and reported, within the time periods specified in the SEC's rules
and forms, and that such information is accumulated and communicated to the
Company's management, including the Company's CEO and CFO, as appropriate, to
allow timely decisions regarding required disclosure.
Changes in Internal Controls
There have been no changes in the Company's internal control over financial
reporting during the latest fiscal quarter that have materially affected, or are
reasonably likely to materially affect, the Company's internal control over
financial reporting.
11
Part II OTHER INFORMATION
Item 1. - LEGAL PROCEEDINGS
None.
Item 2. - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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
Exhibit No Description
---------- ----------------------------------------------------------------
31.1 Certification of Company's Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Company's Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Company's Chief Executive Officer pursuant to 18
U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
32.2 Certification of Company's Chief Financial Officer pursuant to 18
U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
12
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, thereunto duly authorized, on May 15, 2009.
PRINCETON ACQUISITIONS, INC.
By /s/ Robert Lazzeri
---------------------------------------------
Robert Lazzeri
President, Chief Executive Officer,
Chief Financial Officer (Principal Accounting
Officer), and Director
13