FORM 10-QSB
U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For Quarter Ended: March 31, 2002
Commission File Number: 001-04026
PRINCETON MINING COMPANY
(Exact name of small business issuer as specified in its charter)
Idaho 82-6008727
(State of Incorporation) (IRS Employer ID No)
3801 William D. Tate Avenue, Suite 100, Grapevine, TX 76051
(Address of principal executive office)
817-421-0057
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the 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 No X .
The number of shares outstanding of registrant's common stock, par value $.10
per share, as of March 31, 2002 was 27,677,140 shares.
Transitional Small Business Disclosure Format (Check one): Yes No X .
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1
Princeton Mining Company and Subsidiary
INDEX
Page
No.
Part I. Financial Information (unaudited)
Item 1.Consolidated Balance Sheet - March 31, 2002 ............ 3
Consolidated Statements of Operations - ................ 4
Three Months Ended March 31, 2002 and
inception (March 30, 2001) to March 31, 2001
Consolidated Statement of Stockholders' Equity - ....... 5
Three Months Ended March 31, 2002
Consolidated Statements of Cash Flows - ................ 6
Three Months Ended March 31, 2002 and
inception (March 30, 2001) to March 31, 2001
Notes to Consolidated Financial Statements - ........... 7-9
Three Months Ended March 31, 2002 and
inception (March 30, 2001) to March 31, 2001
Item 2.Managements Discussion and Analysis or Plan of Operation 10
Part II. Other Information ...................................... 11
2
Princeton Mining Company and Subsidiary
Consolidated Balance Sheet
March 31, 2002
(Unaudited)
Assets
Current assets
Cash and cash equivalents .................................... $ 2,717
-----------
Total current assets ........................................... 2,717
Real estate .................................................... 46,394
Less accumulated depreciation .................................. (1,687)
-----------
44,707
-----------
Total assets ................................................. $ 47,424
===========
Liabilities and Stockholder's Equity
Current liabilities
Note payable .................................................. $ 34,919
Accounts payable .............................................. 6,995
Due to related party .......................................... 3,814
-----------
Total current liabilities ...................................... 45,728
Stockholder's equity
Preferred stock, $.10 par value. Authorized 1,000,000 shares; --
no shares issued and outstanding ...........................
Common stock, $.10 par value. Authorized 29,000,000 shares; . 2,767,714
issued and outstanding 27,677,140 shares
Common stock discount ........................................ (2,735,464)
Retained earnings (deficit) .................................. (30,554)
-----------
Total stockholder's equity ..................................... 1,696
-----------
$ 47,424
===========
See accompanying notes to consolidated financial statements.
3
Princeton Mining Company and Subsidiary
Consolidated Statements of Operations
Three months ended March 31, 2002 and
inception (March 30, 2001) to March 31, 2001
(Unaudited)
2002 2001
Sales and revenues .................. $ 2,388 $ --
Cost of operations .................. 1,415 --
------------ ------------
Gross profit ........................ 973 --
Other expense
General and administrative expense 502 --
Interest expense .................. 861 --
------------ ------------
1,363 --
------------ ------------
Loss before income taxes ............ (390) --
Income taxes ........................ -- --
------------ ------------
Net loss ............................ $ (390) $ --
============ ============
Net loss per share, basic and diluted $ (0.00) $ --
============ ============
Weighted Average Shares Outstanding . 27,677,140 18,000,000
============ ============
See accompanying notes to consolidated financial statements.
4
Princeton Mining Company and Subsidiary
Consolidated Statement of Stockholder's Equity
Three months ended March 31, 2002
(Unaudited)
Retained
Common Stock Common stock Earnings
Shares Par Value Discount (Deficit) Total
------ --------- -------- ---------- -----
Balance, December 31, 2001 27,677,140 $ 2,767,714 $(2,735,464) $ (30,164) $ 2,086
Net loss ................. -- -- -- (390) (390)
---------- ----------- ----------- ----------- -----------
Balance, March 31, 2002 .. 27,677,140 $ 2,767,714 $(2,735,464) $ (30,554) $ 1,696
========== =========== =========== =========== ===========
See accompanying notes to consolidated financial statements.
5
Princeton Mining Company and Subsidiary
Consolidated Statements of Cash Flows
Three months ended March 31, 2002 and
inception (March 30, 2001) to March 31, 2001
(Unaudited)
2002 2001
Cash flows used in operating activities
Net loss ..................................... $ (390) $ --
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation ............................... 422 --
Decrease in accounts payable ............... (985)
------------ ------------
Net cash used in operating activities ........ (953) --
------------ ------------
Cash flows provided by financing activities
Loans from related party ..................... 861 --
------------ ------------
Net cash provided by financing activities .... 861 --
------------ ------------
Net increase in cash and cash equivalents .... (92) --
Cash and cash equivalents, beginning of period 2,809 --
------------ ------------
Cash and cash equivalents, end of period ..... $ 2,717 $ --
============ ============
See accompanying notes to consolidated financial statements.
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PRINCETON MINING COMPANY AND SUBSIDIARY
Notes to Consolidated Financial Statements
Three months ended March 31, 2002 and
inception (March 30, 2001) to March 31, 2001
(Unaudited)
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(1) Principles of Consolidation - The consolidated financial
statements include the accounts of Princeton Mining Company
("Princeton") and its wholly owned subsidiary, Brittany
Enterprises, Inc. ("Brittany") (collectively the "Company"). All
material intercompany accounts and transactions have been
eliminated.
(2) Organization - Princeton was organized in September 1950, under
the laws of the State of Idaho. On April 24, 2001, Princeton
acquired Brittany, a Nevada corporation organized on October 29,
1998. For accounting purposes, the acquisition has been treated as
the acquisition of Brittany by Princeton with Brittany as the
purchaser (reverse acquisition). The historical financial
statements prior to April 24, 2001 are those of Brittany. Brittany
did not have operations until March 30, 2001, when it acquired two
condominium units that it is leasing.
(3) Nature of Business - Princeton was the owner of an interest in two
unpatented mining claims situated east of the village of Mullan in
the Coeur d'Alene Mining District, Shoshone County, Idaho. To the
knowledge of the Company, no commercial ore deposit has been found
as the result of any exploration work done to date on the
Company's property. Consequently, there has been no production of
ore from the property and the Company makes no claim to the
existence of ore reserves in the property. The Company abandoned
the claims during the fourth quarter of 2001.
Brittany is the owner of two condominium units that are located in
Dallas, Texas which are currently under lease.
(4) General - The financial statements included in this report have
been prepared by the Company pursuant to the rules and regulations
of the Securities and Exchange Commission for interim reporting
and include all adjustments (consisting only of normal recurring
adjustments) that are, in the opinion of management, necessary for
a fair presentation. These financial statements have not been
audited.
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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 for interim reporting. The
Company believes that the disclosures contained herein are
adequate to make the information presented not misleading.
However, these financial statements should be read in conjunction
with the financial statements and notes thereto included in the
Company's Annual Report for the period ended December 31, 2001,
which is included in the Company's Form 10-KSB.
B. ACQUISITION
On April 24, 2001, the Company issued 18,000,000 shares of its $.10 par
value common stock to acquire Brittany Enterprises, Inc. The
transaction was accounted for using the purchase method of accounting
and has been treated as the acquisition of Brittany by Princeton with
Brittany as the purchaser (reverse acquisition). The assets acquired,
liabilities assumed and consideration to the seller is as follows:
Real estate ......... $ 46,394
Liabilities assumed . (36,394)
--------
Common stock issued $ 10,000
========
C. SUBSEQUENT EVENT
On April 23, 2001, the Company entered into a Letter of Intent to
acquire 100% of the issued and outstanding shares of LST, Inc.
("Lifestyle"), a wholly owned subsidiary of eResource Capital Group,
Inc. ("RCG"). Pursuant to the terms of the Letter of Intent, the
parties are working to execute a definitive stock purchase agreement by
May 18, 2002 with an anticipated closing date on or before June 30,
2002.
Prior to closing on the acquisition of Lifestyle, Princeton must raise
$1,300,000 in equity capital and reduce its total outstanding shares to
5.5 million, as well as meeting other significant requirements.
Princeton would issue a minimum of 16,000,000 shares of its common
stock to acquire Lifestyle. There can be no assurance that either the
$1,300,000 in cash equity will be raised or that Princeton can reduce
its total outstanding shares to 5.5 million.
Lifestyle, headquartered in Charlotte, North Carolina, provides
homebuilders and homeowners a "one-stop shop" to a fully customized
"Smart Home", providing technology applications such as high speed
internet access; satellite services; security; data, video and voice
entertainment systems; and customized wiring and hardware to both
individual homeowners and many of the southeast regions' leading
homebuilder organizations. Utilizing trained professionals and national
alliance partners, this one-stop servicing model allows both the
builder and the homeowner the flexibility to customize their homes to
take advantage of the latest technology applications for today's homes.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS OR PLAN OF OPERATION
-------------------------------------------------------------
From time to time, the Company may publish forward-looking statements relative
to such matters as anticipated financial performance, business prospects,
technological developments and similar matters. The Private Securities
Litigation Reform Act of 1995 provides a safe harbor for forward-looking
statements. All statements other than statements of historical fact included in
this section or elsewhere in this report are, or may be deemed to be,
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. Important
factors that could cause actual results to differ materially from those
discussed in such forward-looking statements include, but are not limited to,
the following: changes in the economy or in specific customer industry sectors;
changes in customer procurement policies and practices; changes in product
manufacturer sales policies and practices; the availability of product and
labor; changes in operating expenses; the effect of price increases or
decreases; the variability and timing of business opportunities including
acquisitions, alliances, customer agreements and supplier authorizations; the
Company's ability to realize the anticipated benefits of acquisitions and other
business strategies; the incurrence of debt and contingent liabilities in
connection with acquisitions; changes in accounting policies and practices; the
effect of organizational changes within the Company; the emergence of new
competitors, including firms with greater financial resources than the Company;
adverse state and federal regulation and legislation; and the occurrence of
extraordinary events, including natural events and acts of God, fires, floods
and accidents.
Princeton Mining Company owned an interest in unpatented mining claims until the
last quarter of 2001 when the claims were allowed to lapse. The Company wrote
off the balance of its investment of $2,000 during 2001.
During the three month period ending March 31, 2002, the Company had a loss in
the amount of $390. From inception (March 30, 2001) through March 31, 2001, the
Company had no activity.
On April 24, 2001, Princeton had a change in control and acquired a new
subsidiary, Brittany Enterprises, Inc. Princeton issued 18,000,000 shares of its
$.10 par value common stock to acquire Brittany. Brittany owns two condominium
units in Dallas, Texas, which are currently under lease. Projected revenues from
the properties together with existing cash reserves may not provide adequate
cash flow to meet current obligations; accordingly, the Company may be required
to either obtain loans from its shareholders or attempt to raise additional
capital through sale of common stock.
There can be no assurance that the Company will be able to obtain sufficient
cash from alternate sources to support its operating requirements.
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PART II - OTHER INFORMATION
Item 1 through 5 of Part II have been omitted as not required, not
significant, or because the information has been previously reported.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits - Not applicable
(b) Reports on Form 8-K - Not applicable
SIGNATURE
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.
PRINCETON MINING COMPANY
Date: May 6, 2002 By: /s/ Randy Howell
--------------------------
Randy Howell, President and
Principal Accounting Officer
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