U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
Pre-Effective Amendment No. 1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PIONEER CAPITAL ASSOCIATES, INC.
(Name of small business issuer in its charter)
Delaware
(State or other jurisdiction of Incorporation or Organization)
6199
(Primary Standard Industrial Classification Code Number)
75-2876624
(IRS Employer Identification Number)
3422 Old Capitol Trail, Suite 225, Wilmington DE 19808
(Address of principal executive offices)
(302) 996-3074
Telephone Number
Copies of all communications to:
Pioneer Capital Associates, Inc.
John Petros, Chief Accounting Officer
3422 Old Capitol Trail, Suite 225
Wilmington DE 09808
Telephone/Facsimile: (267) 589-5963
Approximate date of proposed sale to the public: As soon as practicable after
the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
...................................................................Proposed
.......................................................Proposed....Maximum
Title of Each Class..................Maximum..........Aggregate...Amount of
of Securities to be...Amount to be...Offering Price...Offering....Registration
Registered............Registered(1)..Per share (1)....Price.......Fee
==============================================================================
Common Stock..........5,000,000........$0.20.........$1,000,000...$107.00
==============================================================================
THE SECURITIES OFFERED IN THIS PROSPECTUS INVOLVE A HIGH DEGREE OF RISK. YOU
SHOULD CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER THE HEADING "RISK
FACTORS" BEGINNING ON PAGE 3 OF THIS PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The offering will be sold by our officers and directors acting as agents on a
"best efforts basis". There is no minimum amount of shares the Company must
sell and no money raised from the sale of our stock will go into escrow, trust
or any other similar arrangement.
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON DATES AS MAY BE
NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER
AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES
ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
DATES AS THE COMMISSION, ACTING UNDER SAID SECTION 8(a), MAY DETERMINE.
The information in this prospectus is not complete and may be changed. Pioneer
may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
Registrant has elected to file this Form SB-2 registration statement on a
voluntary basis in order to become a reporting company under the Securities
Act of 1933.
Preliminary Prospectus, Subject to Completion, dated January 31, 2007
Rule 12b-21 -- Information Unknown or Not Available.
Information required (in SB-2 filing) need only be given insofar as it is
known or reasonably available to the registrant. If any required (financial)
information is unknown or not reasonably available to the registrant
(Pioneer), either because the obtaining thereof would involve unreasonable
effort or expense, or because it rests peculiarly within the knowledge of
another person not affiliated with the registrant, the information (registered
audited financial statements) maybe omitted, subject to the following
conditions.
a. The registrant shall give such information on the subject it possesses or
can acquire without unreasonable effort or expense, together with the sources
thereof.
b. The registrant shall include a statement either showing that unreasonable
effort or expense would be involved or indicating the absence of any
affiliation with the person within whose knowledge the information rests and
stating the results of a request made to such person for the information.
Unaudited Financial Statements
C O N T E N T S.................................Page
Independent Auditors' Report....................F 1
Balance Sheets..................................F 2
Statements of Operations........................F 3
Statements of Stockholders' Equity (Deficit)....F 3
Statements of Cash Flows........................F 4
Notes to the Financial Statements...............F 5
CHIEF ACCOUNTING OFFICER REPORT
To the Board of Directors
Pioneer Capital Associates, Inc.
(A Development Stage Company)
Wilmington, Delaware
I have reviewed the accompanying balance sheets of Pioneer Capital Associates,
Inc. (a development stage company) as prepared by Motokuda Accounting Services
as of January 31, 2007 and the related statements of operations, stockholders'
equity (deficit) and cash flows for the years ended January 31, 2007 and 2006
and from inception on April 28, 2000 through January 31, 2007. These financial
statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial statements based on
my review.
I conducted my review in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. I believe that my review provides a reasonable basis
for my opinion.
In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Pioneer Capital Associates,
Inc. (a development stage company) as of January 31, 2007 and the results of
its operations and its cash flows for the years ended January 31, 2007 and
2006 and from inception on April 28, 2000 through January 31, 2007 in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 3 to the financial
statements, the Company is a development stage company with limited operating
capital which raises substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters are also described in
Note 3. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
John Petros
Chief Accountant
Pioneer Capital Associates, Inc.
March 10, 2007
The accompanying notes are an integral part of these financial statements.
F-1
PIONEER CAPITAL ASSOCIATES, INC. (A Development Stage Company)
Unaudited
Balance Sheets...................................January31,
............................................2006...............2007
CURRENT ASSETS
Cash.......................................1,186..............3,598
Current Assets (see note 6)..............279,500............269,500
Receivable Notes (see note 7)............126,914............123,587
Property, Plant & Equipment (see note 6)..85,000.............85,000
Total Current Assets.....................492,600............481,685
LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable (Note 8).................56,843................953
Note Payable Less then 1 year (Note 8)....49,722..................0
Note Payable More then 1 Year (Note 8)...100,000..................0
Shareholder Loan (Note 8).................75,000..................0
Total Current Liabilities..............281,565................953
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.0001 par value;
100,000,000 shares authorized;
74,500,000 shares issued and
outstanding as of January 2006
and 2007..................................7,450...............7,450
Additional paid-in capital
Retained Earnings (un-appropriated).....203,585.............473,282
Total Stockholders' Equity (Deficit)....211,035.............480,732
TOTAL LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT)......492,600.............481,685
The accompanying notes are an integral part of these financial statements.
F-2
Pioneer Capital Associates, Inc. (a Development Stage Company)
Statement of Operations (Unaudited)
.....................................For the....................From Inception
.....................................Years......................on April 28,
.....................................Ended......................2000 Through
.....................................January,31................January 31,
.....................................2006...........2007........2007
Revenues............................7,936..........17,416.......58,639
Expenses
General & Administrative............9,013..........31,135......294,494
(Loss) from Operations.............(1,077)........(13,719)....(235,855)
Other Income
Interest Expense
Miscellaneous Income....................0...............0............0
Net (Loss).........................(1,077)........(13,719)....(235,855)
Basic (Loss) Per Share...........(0.00013).......(0.00006)....(0.00310)
Pioneer Capital Associates, Inc. (A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Unaudited)
....................................................................Deficit
....................................................................Accumulated
...............Common Stock..........................Additional.....During the
...............Issued at......Number........Amount...Paid-In........Development
...............per Share......Shares........Paid.....Capital........Stage
Inception
April 28,
2000 to
founders
for cash......$0.0231.......10,875,000...$251,000....$251,000......($22,586)
Shares
issued for
cash and
assets
in 2001.......$0.0100.......44,000,000...$440,000....$440,000......($11,500)
in 2002.......$0.0100.......12,000,000...$120,000....$120,000.....($167,507)
in 2003.......$0.0100........7,625,000....$76,250.....$76,250.......($5,971)
in 2004.......$0.0000................0.........$0..........$0......($13,495)
in 2005.......$0.0000................0.........$0..........$0......($13,719)
in 2006.......$0.0000................0.........$0..........$0.......($1,077)
from
inception
to January
2007..........$0.0133.......74,500,000...$887,250....$887,250.....($235,855)
The accompanying notes are an integral part of these financial statements.
F-3
PIONEER CAPITAL ASSOCIATES, INC. (A Development Stage Company)
Statements of Cash Flows (Unaudited)
.....................................For the..................From Inception
.....................................Years....................on April 28,
.....................................Ended....................2000 Through
.....................................January,31..............January 31,
.....................................2006...........2007......2007
CASH FLOWS FROM
OPERATING ACTIVITIES
Loss from operations...............($1,077)......($13,719)....($235,855)
Adjustments to reconcile net
loss to net cash (used) by
operating activities:.............($19,827)......($10,550)....($500,000)
Common stock issued for services.........0..............0.............0
Changes in assets
and liabilities:
Increase (decrease) in
accounts payable
Net Cash (Used)
by Operating Activities...........($20,904)......($24,269)....($735,855)
CASH FLOWS FROM
INVESTING ACTIVITIES.....................$0
Proceeds from notes payable........$19,425........$24,305......$259,000
Issuance of common stock for cash
Net Cash Provided by
Operating Activities...............$19,425........$24,305.......$249,000
INCREASE (DECREASE)
IN CASH AND CASH EQUIVALENTS.......($1,479)...........$36......($486,855)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD..............$2,629..........$1,150......$251,000
CASH AND CASH EQUIVALENTS
AT END OF PERIOD....................$1,150..........$1,186.....($235,855)
Cash Paid For: Interest.................$0..............$0............$0
Cash Paid For: Income taxes.............$0..............$0............$0
The accompanying notes are an integral part of these financial statements.
F-4
PIONEER CAPITAL ASSOCIATES, INC. (A Development Stage Company)
Notes to the Financial Statements January 31, 2006 and 2007 (Unaudited)
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Pioneer Capital Associates, Inc. (the "Company") is a development stage
company with limited assets and operations. The Company was formed to engage
in the business of providing financial and consulting services to companies
with respect to investment, mergers, acquisitions, raising capital in the
public markets and on the internet.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting.
b. Provision for Taxes
No provision for income taxes has been made due to the limited operations of
the Company. The Company has a net operating loss carryover at January 31,
2007 of approximately $236,000 which expires in 2019. The potential tax benefit
of the loss carryover has been offset by a valuation allowance of the same
amount.
c. Cash Equivalents
The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.
d. Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
e. Revenue Recognition Policy
The Company currently has intermittent levels of revenues. Revenue recognition
policies will be determined when principal operations begin.
f. Basic (Loss) Per Share
The following is an illustration of the reconciliation of the numerators and
denominators of the basic loss per share calculation:
For the Years Ending January 31,........2006................2007
Net loss (numerator)..................($13,719)...........($1,077)
Weighted average
shares outstanding (denominator)....74,500,000..........74,500,000
Basic loss per share.................($0.00018)..........($0.00001)
Dilutive loss per share is not presented as there are no potentially dilutive
items outstanding.
F-5
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. The Company has established revenues that cover its operating costs
however additional revenue is required to allow it to continue as a going
concern. It is the intent of the Company to earn revenues from investment
banking services. Until sufficient revenues are earned to operate profitably,
management intends to issue additional shares of its common stock for cash,
services, or expenses paid on behalf of the Company.
NOTE 4 - RELATED PARTY TRANSACTIONS
The Company currently has no related party transacts and there has been no
related transactions for the past three years.
NOTE 5 - ISSUANCE OF STOCK
During 2005 and 2006, there were no shares of the Company shares issued.
NOTE 6 - CURRENT ASSETS, PROPERTY, PLANT & EQUIPMENT
Current assets and Property, Plant & Equipment consist of independent
appraised colored gemstones ($279,500), company vehicles ($60,000), office
furnishings and computer equipment (25,000).
NOTE 7 - NOTES RECEIVABLE
In December 2003, the Company substituted a defaulted promissory note dated
February 2003 in the amount of $300,000 for a new promissory in the total
amount $400,000 is to be paid in 144 equal payments of $4,000 monthly
including interest of 9.5% annually due 2016. The current balance due is
$367,360. This note is secured buy assets in Central America and not under
the Company control. The debtors make occasional payments as their needs
arrive for our expertise or counsel. The Company because of the irregular
payment history has arbitrarily placed a value of $123,587 based on the
probability that the Company will receive future payments.
NOTE 8 - NOTES PAYABLE
On January 31, 2006, the Company signed three promissory notes for a total
amount $226,722 which was due on demand. The notes were paid in full by a
non-affiliated security holder that was off set by services provided by the
Company in August 2003. At January 31, 2007, there was no out standing debt
other then a small amount of operating overhead due in accounts payable
of $953.
END OF FINANCIAL STATEMENT
Item. 23 Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
Pioneer Capital Associates, Inc. engaged Motokuda Accounting Services in
January 2007 as an independent registered Auditor for the delivery of a
certified independent audited of the company for the past two years as
required by SEC rules and regulations for filing SB-2 submission. As part of
the audit performed by Motokuda Accounting Services it was required by the
Pioneer to deliver to Motokuda Accounting Services various financial records
and documents. These required records and documents were delivered to Motokuda
Accounting Services by United States Postal Service and were used in completing
the SEC required independent registered auditor report and opinion letter with
auditors consent letter to be used by Pioneer Capital Associates, Inc. in the
filing of its initial public offering using a SB-2 submission.
Upon submission of Pioneer's initial SB-2 filing it was determined by SEC
agents that Motokuda Accounting Services is not a registered independent
auditor is required by the Sarbanes-Oxley act of 2002 although the Motokuda
Accounting Services assured Pioneer that they have registered as required by
the Sarbanes-Oxley act of 2002.
After learning that Motokuda Accounting Services was not an acceptable
auditor Pioneer Capital Associates, Inc. made several attempts to contact
Motokuda Accounting Services. After various methods of sending letters,
leaving telephone messages it was determined that the accounting firm had
moved their location or returned to their home land without any contact or
forwarding information. With the disappearance of the accounting firm, were
the disappearance of valuable records and document of Pioneer, and several
that are very difficult to reconstruct without unreasonable effort and expense.
Even with the unreasonable effort and expense to reconstruct the documents the
results would provide little change or no effect on the financial statement
currently on file.
Pioneer contact two separate registered independent accounting firms from the
site provided by SEC agents and the costs for completing a second independent
auditors report is beyond the financial capabilities of Pioneer at the moment.
Pioneer is now relying on the exceptions provided under Rule 12b-21 of the
Securities Exchange Act of 1934 in resolving the matter created by the
disappearance of Motokuda Accounting Services.
specifically
Rule 12b-21 -- Information Unknown or Not Available.
Information required (in SB-2 filing) need only be given insofar as it is
known or reasonably available to the registrant. If any required (financial)
information is unknown or not reasonably available to the registrant (Pioneer),
either because the obtaining thereof would involve unreasonable effort or
expense, or because it rests peculiarly within the knowledge of another person
not affiliated with the registrant, the information (registered audited
financial statements) maybe omitted, subject to the following conditions.
a. The registrant shall give such information on the subject it possesses or
can acquire without unreasonable effort or expense, together with the sources
thereof.
b. The registrant shall include a statement either showing that unreasonable
effort or expense would be involved or indicating the absence of any
affiliation with the person within whose knowledge the information rests and
stating the results of a request made to such person for the information.
Condition of Rule 12b-21(a) and (b) met:
Subject to the exemption allowed under Rule 12b-21 of the Securities Exchange
Act of 1934 and its conditions under Rule 12b-21(a) Pioneer files its unaudited
financial statement below with the declaration and undertaking that upon
completion of the Company's offering Pioneer shall provide audited financial
statements as required in the SEC rules and regulations as quickly as the
registered independent accountant can reconstruct such records and documents.
Subject to the exemption allowed under Rule 12b-21 of the Securities Exchange
Act of 1934 and its conditions under Rule 12b-21(b) Pioneer includes the
following statement showing that unreasonable effort or expense would be
involved. Upon various attempts to contact Motokuda Accounting Services it was
determined that the accounting firm had moved their location or returned to
their home land. With disappearance of the accounting firm were records and
document of Pioneer, and several that are very difficult to reconstruct without
unreasonable effort and expense. Even with the unreasonable effort and expense
to reconstruct the documents the results would provide little change or no
effect on the financial statement currently on file. Pioneer contact two
separate registered independent accounting firms from the site provided by SEC
agents and the costs for reconstruction of records and documents and completing
a second independent auditors report is beyond the financial capabilities of
Pioneer at the moment.
Undertakings.
The Company is filing this offer on a delayed or continuous basis pursuant
to Rule 415 under the Securities Act of 1933 and will file post-effective
amendments as required by the Securities Act. Additionally the Company is
relying on Rule 12b-21(a) and (b) under the Securities Exchange Act of 1934
for providing unaudited financial statements with the undertaking of providing
certified audited financial reports as required under the Securities Acts and
the Sarbanes-Oxley act of 2002 as soon as funds become available to cover the
expenses of the proper professional services.
Interest of Named Experts and Counsel
No Expert or Counsel was hired on a contingent basis or will receive a direct
or indirect interest in the Company at any time prior to the filing of this
registration statement. The Company Chief Accounting Officer received no
special compensation or payment for his services.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Wilmington, Delaware,
on the 6th day of February, 2007.
HAROLD ALPAR
HAROLD ALPAR
CHIEF EXECUTIVE OFFICER
DOUG LARSON
DOUG LARSON
CHIEF FINANCIAL OFFICER
JOHN PETROS
JOHN PETROS
CHIEF ACCOUNTING OFFICER
CERTIFICATIONS
I, Harold Alpar, CEO, certify that:
(1) I have reviewed this SB-2 Amendment of Pioneer Capital Associates, Inc.;
(2) Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the small
business issuer as of, and for, the periods presented in this report;
(4) The small business issuer's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the small business issuer and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the small business issuer, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the small business issuer's internal
control over financial reporting that occurred during the small business
issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and
(5) The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's internal
control over financial reporting.
Date: March 10, 2007
HAROLD ALPAR
HAROLD ALPAR
CHIEF EXECUTIVE OFFICER
CERTIFICATIONS
I, Doug Larson, CFO, certify that:
(1) I have reviewed this SB-2 Amendment of Pioneer Capital Associates, Inc.;
(2) Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the small
business issuer as of, and for, the periods presented in this report;
(4) The small business issuer's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the small business issuer and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the small business issuer, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the small business issuer's internal
control over financial reporting that occurred during the small business
issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and
(5) The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's internal
control over financial reporting.
Date: March 10, 2007
DOUG LARSON
DOUG LARSON
CHIEF FINANCIAL OFFICER
CERTIFICATIONS
I, John Petros, Director, certify that:
(1) I have reviewed this SB-2 Amendment of Pioneer Capital Associates, Inc.;
(2) Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the small
business issuer as of, and for, the periods presented in this report;
(4) The small business issuer's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the small business issuer and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the small business issuer, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the small business issuer's internal
control over financial reporting that occurred during the small business
issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and
(5) The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's internal
control over financial reporting.
Date: March 10, 2007
JOHN PETROS
JOHN PETROS
CHIEF ACCOUNTING OFFICER