UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended December 31, 2002
[ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period to
Commission File Number: 000-49698
---------
PRINCETON VENTURES, INC.
(Exact name of small Business Issuer as specified in its charter)
Nevada 98 - 0353007
-------------------------------- --------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
Suite 304, 595 Howe Street,
Vancouver, British Columbia, Canada V6K 3M3
-------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: 604-669-2293
------------
Not Applicable
(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 preceding 12
months (or for such shorter period that the issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days [X] Yes [ ] No
State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date: 6,534,000 Shares of $.001 par value
Common Stock outstanding as of February 18, 2003.
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
PRINCETON VENTURES INC.
(An Exploration Stage Company)
FINANCIAL STATEMENTS
DECEMBER 31, 2002
(Unaudited)
(Stated in U.S. Dollars)
PRINCETON VENTURES INC.
(An Exploration Stage Company)
BALANCE SHEET
(Unaudited)
(Stated in U.S. Dollars)
-----------------------------------------------------------
DECEMBER 31 JUNE 30
2002 2002
-----------------------------------------------------------
ASSETS
Current
Cash $ 217 $ 297
--------------------
Mineral Property Interest (Note 3) - -
$ 217 $ 297
===========================================================
LIABILITIES
Current
Accounts payable $ 17,684 $ 15,572
Loans payable 21,030 8,880
--------------------
38,714 24,452
--------------------
SHAREHOLDER'S DEFICIENCY
Share Capital
Authorized:
100,000,000 common shares
with a par value of
$0.001 per share
100,000,000 preferred shares
with a par value of
0.001 per share
Issued:
6,534,000 common shares at
December 31, 2002 and
June 30, 2002 6,534 6,534
Additional paid-in capital 54,426 54,426
Deficit Accumulated During
The Exploration Stage (99,457) (85,115)
--------------------
(38,497) (24,155)
--------------------
$ 217 $ 297
===========================================================
PRINCETON VENTURES INC.
(An Exploration Stage Company)
STATEMENT OF OPERATIONS AND DEFICIT
(Unaudited)
(Stated in U.S. Dollars)
-------------------------------------------------------------------------------------
PERIOD FROM
INCEPTION
MAY 10
THREE MONTHS ENDED SIX MONTHS ENDED 2001 TO
DECEMBER 31 DECEMBER 31 DECEMBER 31
2002 2001 2002 2001 2002
-------------------------------------------------------------------------------------
Expenses
Mineral property
option payments $ - $ - $ - $ - $ 1,075
Administrative expense - - - - 7,962
Professional fees 3,345 7,969 5,087 21,847 44,902
Consulting services 4,500 4,500 9,000 17,625 35,625
Transfer fees 25 1,255 25 1,255 1,280
Office and sundry 32 46 230 1,249 2,132
Exploration expenses - - - - 6,481
---------------------------------------------------------
Net Loss
For The Period 7,902 13,770 14,342 41,976 99,457
Deficit Accumulated During
The Exploration Stage,
Beginning Of Period 91,555 39,836 85,115 11,630 -
---------------------------------------------------------
Deficit Accumulated During
The Exploration Stage,
End Of Period $ 99,457 $ 53,606 $ 99,457 $ 53,606 $99,457
====================================================================================
Basic And Diluted
Loss Per Share $ 0.01 $ 0.01 $ 0.01 $ 0.01
===========================================================================
Weighted Average Number
Of Shares Outstanding 6,534,000 6,489,163 6,534,000 6,446,967
===========================================================================
PRINCETON VENTURES INC.
(An Exploration Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
(Stated in U.S. Dollars)
------------------------------------------------------------------------------------------
PERIOD FROM
INCEPTION
MAY 10
THREE MONTHS ENDED SIX MONTHS ENDED 2001 TO
DECEMBER 31 DECEMBER 31 DECEMBER 31
2002 2001 2002 2001 2002
------------------------------------------------------------------------------------------
Cash Flows From Operating Activities
Net loss for the period $(7,902) $(13,770) $(14,342) $(41,976) $(99,457)
Adjustments To Reconcile
Net Loss To Net
Cash Used By
Operating Activities
Stock issued for
other than cash - - - - 75
Change in prepaid expenses - 2,250 - 2,050 -
Change in accounts payable 3,370 (3,280) 2,112 2,549 17,684
----------------------------------------------------
(4,532) (14,800) (12,230) (37,377) (81,698)
------------------------------------------------------------------------------------------
Cash Flows From
Financing Activities
Issue of share capital - - - 9,900 60,885
Loans payable 4,500 - 12,150 - 21,030
4,500 - 12,150 9,900 81,915
------------------------------------------------------------------------------------------
Increase
(Decrease) In Cash (32) (14,800) (80) (27,477) 217
Cash,
Beginning Of Period 249 19,176 297 31,853 -
------------------------------------------------------------------------------------------
Cash,
End Of Period $ 217 $ 4,376 $ 217 $ 4,376 $ 217
==========================================================================================
Supplemental
Disclosure Of
Non-Cash Financing
And Investing Activities
Issue of share capital for
mineral property interest $ - $ - $ - $ - $ 75
==========================================================================================
PRINCETON VENTURES INC.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
DECEMBER 31, 2002
(Unaudited)
(Stated in U.S. Dollars)
COMMON STOCK DEFICIT
------------------------------ ACCUMULATED
NUMBER OF ADDITIONAL DURING THE
COMMON PAR PAID IN EXPLORATION
SHARES VALUE CAPITAL STAGE TOTAL
--------------------------------------------------
Shares issued for
cash at $0.001 3,000,000 $3,000 $ - $ - $ 3,000
Shares issued for
cash at $0.015 3,199,000 3,199 44,786 - 47,985
Shares issued for
mineral property interest 5,000 5 70 - 75
Net loss for
the period - - - (11,630) (11,630)
--------------------------------------------------
Balance,
June 30, 2001 6,204,000 6,204 44,856 (11,630) 39,430
Shares issued for
cash at $0.03 330,000 330 9,570 - 9,900
Net loss for
the year - - - (73,485) (73,485)
--------------------------------------------------
Balance,
June 30, 2002 6,534,000 6,534 54,426 (85,115) (24,155)
Net loss for
the period - - - (14,342) (14,342)
--------------------------------------------------
Balance,
December 31, 2002 6,534,000 $6,534 $ 54,426 $(99,457) $(38,497)
==================================================
PRINCETON VENTURES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002
(Unaudited)
(Stated in U.S. Dollars)
1. OPERATIONS
Organization
The Company was incorporated in the State of Nevada, U.S.A., on May 10, 2001.
Exploration Stage Activities
The Company has been in the exploration stage since its formation and has not
yet realized any revenues from its planned operations. It is primarily engaged
in the acquisition and exploration of mining properties. Upon location of a
commercial minable reserve, the Company expects to actively prepare the site for
its extraction and enter a development stage.
Going Concern
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern.
As shown in the accompanying financial statements, the Company has incurred a
net loss of $99,457 for the period from May 16, 2001 (inception) to December 31,
2002, and has no sales. The future of the Company is dependent upon its ability
to obtain financing and upon future profitable operations from the development
of its mineral properties. Management has plans to seek additional capital
through a private placement and public offering of its common stock. The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts of and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.
2. SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States. Because a
precise determination of many assets and liabilities is dependent upon future
events, the preparation of financial statements for a period necessarily
involves the use of estimates which have been made using careful judgement.
PRINCETON VENTURES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002
(Unaudited)
(Stated in U.S. Dollars)
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
The financial statements have, in management's opinion, been properly prepared
within reasonable limits of materiality and within the framework of the
significant accounting policies summarized below:
a) Mineral Property Option Payments and Exploration Costs
The Company expenses all costs related to the maintenance and exploration of
mineral claims in which it has secured exploration rights prior to establishment
of proven and probable reserves. To date, the Company has not established the
commercial feasibility of its exploration prospects, therefore, all costs are
being expensed.
b) 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, and disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses for the reporting period. Actual
results could differ from these estimates.
c) Foreign Currency Translation
The Company's functional currency is the U.S. dollar. Transactions in foreign
currency are translated into U.S. dollars as follows:
i) monetary items at the rate prevailing at the balance sheet date;
ii) non-monetary items at the historical exchange rate;
iii) revenue and expense at the average rate in effect during the applicable
accounting period.
d) Income Taxes
The Company has adopted Statement of Financial Accounting Standards No. 109 -
"Accounting for Income taxes" (SFAS 109). This standard requires the use of an
asset and liability approach for financial accounting, and reporting on income
taxes. If it is more likely than not that some portion or all of a deferred tax
asset will not be realized, a valuation allowance is recognized.
PRINCETON VENTURES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002
(Unaudited)
(Stated in U.S. Dollars)
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
e) Basic and Diluted Loss Per Share
In accordance with SFAS No. 128 - "Earnings Per Share", the basic loss per
common share is computed by dividing net loss available to common stockholders
by the weighted average number of common shares outstanding. Diluted loss per
common share is computed similar to basic loss per common share except that the
denominator is increased to include the number of additional common shares that
would have been outstanding if the potential common shares had been issued and
if the additional common shares were dilutive. At August 31, 2001, the Company
has no stock equivalents that were anti-dilutive and excluded in the earnings
per share computation.
3. MINERAL PROPERTY INTEREST
By an agreement, dated November 30, 2001, as amended, the Company acquired an
option to earn a 100% interest in a mineral claim located in British Columbia,
Canada.
In order to earn its interest, the Company is required to:
i) pay $1,000 on execution of the agreement (paid);
ii) issue a total of 55,000 common shares of the Company, comprising 5,000 upon
execution of the agreement (issued), and 50,000 upon completion of the
third phase of the exploration program or before November 30, 2003;
iii) incur an aggregate of $135,000 on exploration expenditures, comprising
$5,000 by March 31, 2002, $10,000 on or before June 30, 2003, and $120,000
on or before November 30, 2003.
4. CONTINGENCY
Mineral Property
The Company's mineral property interest has been acquired pursuant to an option
agreement. In order to retain its interest, the Company must satisfy the terms
of the option agreement described in Note 3.
PRINCETON VENTURES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002
(Unaudited)
(Stated in U.S. Dollars)
5. COMMITMENT
On July 1, 2001, the Company entered into consulting agreements with two
directors. The agreements provide for payments of $750 per month for each
director and expire on June 30, 2003. In the case of each director, the fee
will increase to $5,000 per month in the event that they are required to spend
50% or more of their time performing the duties outlined in each agreement.
6. RELATED PARTY TRANSACTIONS
a) During the period ended December 31, 2002, the Company paid $9,000 (2001
- $9,000) in consulting fees to two directors pursuant to the agreements
referred to Note 5.
b) As at December 31, 2002, loans payable in the amount of $21,530 (2001 -
$0) were owing to a director.
Item 2. Management's Discussion and Analysis or Plan of Operations
FORWARD LOOKING STATEMENTS
The information in this discussion contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements involve risks and uncertainties, including statements
regarding the Company's capital needs, business strategy and expectations. Any
statements contained herein that are not statements of historical facts may be
deemed to be forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as "may", "will", "should",
"expect", "plan", "Intend", "anticipate", "believe", estimate", "predict",
"potential" or "continue", the negative of such terms or other comparable
terminology. Actual events or results may differ materially. In evaluating
these statements, you should consider various risk factors, as set forth below,
and, from time to time, in other reports the Company files with the SEC. These
factors may cause the Company's actual results to differ materially from any
forward-looking statement. The Company disclaims any obligation to publicly
update these statements, or disclose any difference between its actual results
and those reflected in these statements. The information constitutes
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995.
OVERVIEW
We are in the business of mineral exploration; although, to date, we have only
recently commenced our exploration activities. We have obtained an option to
acquire a 100% interest in certain mineral claims located in the Lillooet Mining
Division of the Province of British Columbia, Canada. We refer to these mineral
claims as the Merry mineral claims.
Our objective is to conduct mineral exploration activities on the Merry mineral
claims in order to assess whether the Merry mineral claims possesses
commercially exploitable reserves of molybdenum or gold. We have not, as yet,
identified any commercially exploitable reserves. Our proposed exploration
program is designed to search for commercially exploitable deposits. We are an
exploration stage company and there is no assurance that a commercially viable
mineral deposit exists on our mineral claim.
Merry Mineral Claims Option Agreement
We purchased the option to acquire a 100% interest in the Merry mineral claims
pursuant to an agreement dated May 18, 2001 between Mr. Alan Brent Hemingway and
us. Mr. Hemingway is the owner of the Merry mineral claims. This option
agreement was amended on November 30, 2001 in order to give us additional time
in which to complete the exploration expenditures on the Merry mineral claims.
This option agreement was further amended on December 20, 2002 in order to give
us additional time to complete the second and third phases of the recommended
exploration program.
We are entitled to exercise the option to acquire the 100% interest in the Merry
mineral claims by:
(A) incurring an aggregate of $135,000 of property exploration expenditures on
the Merry mineral claims within the following periods:
(1) $5,000 on or before March 31, 2002;
(2) a further $10,000.00 on or before June 30, 2003;
(3) a further $120,000.00 on or before November 30, 2003;
(B) issuing to Mr. Hemingway 50,000 shares of our common stock upon the
completion of the third phase of the exploration program on the Merry
mineral claims on or before November 30, 2003.
We have satisfied the initial $5,000 exploration expenditure requirement due by
February 28, 2002 by completing the initial phase of the recommended work
program on the Merry mineral claims. We have not to date satisfied the $10,000
exploration expenditure requirement to be completed by June 30, 2003.
3
Plan of Operations
Our business plan is to proceed with the exploration of the Merry Mineral Claims
to determine whether these mineral claims possess commercially exploitable
reserves of molybdenum and gold. We have proceeded with the first phase of the
exploration program recommended by the geological report at a cost of $5,000.
Completion of phase one satisfied the exploration expenditures required to be
completed by February 28, 2002 under our option agreement for the Merry mineral
claims, as amended.
We have received a geological report summarizing the conclusions and
recommendations of the first phase of our exploration program from Mr. Ostler,
our consulting geologist. We have reviewed the conclusions and recommendations
of Mr. Ostler based on his geological review of the results of the first phase.
We have determined that the results of the first phase of exploration are
sufficiently positive to warrant proceeding with the second phase of
exploration. The budgeted cost of this second phase is $10,000 which is in
excess of our current cash and working capital. We will attempt to raise the
funds to complete this second phase through a private placement financing of our
common stock. If we are unable to complete a private placement financing, of
which there is no assurance, Mr. William Robertson, our chief financial officer
and a principal shareholder, has indicated he may advance sufficient funds to
enable us to complete the work program as a shareholders loan. If we are able
to raise the additional financing, this phase will not commence until Spring
2003 due to the presence of snow coverage on the property. We anticipate that
we would engage Mr. Ostler to complete this second phase of exploration. The
central part of the Merry Mineral Claims is accessible during the snow free
months of the year from May until November, with variations from year to year.
If we are able to complete the second phase of our exploration program, we will
assess whether to proceed to the third phase of the recommended geological
exploration program upon completion of an assessment of the results of phase two
of the geological exploration program. In completing this determination, we will
make an assessment as to whether the results of phase two are sufficiently
positive to enable us to achieve the financing necessary for use to proceed with
phase two of the exploration program. This assessment will include an
assessment of our cash reserves after the completion of phase two and the market
for financing of mineral exploration projects at the time of our assessment.
We had cash in the amount of $217 as of December 31, 2002 and a working capital
deficit of $38,497 as of December 31, 2002. The anticipated cost of the second
phase of the exploration program is $10,000. The anticipated cost of the third
phase of the exploration program is $120,000. As these anticipated costs are in
excess of our current cash reserves and we have a working capital deficit, we
will require additional financing in order to proceed with each of phase two and
phase three of our exploration program. We anticipate that additional funding
will be in the form of equity financing from the sale of our common stock or a
loan from one of our directors, of which there is no assurance. In addition, we
cannot provide investors with any assurance that we will be able to raise
sufficient funding from the sale of our common stock to fund phase three of the
exploration program. We believe that debt financing will not be an alternative
for funding additional phases of the exploration program. We do not have any
arrangements in place for any future equity financing.
We anticipate that we will incur the following expenses over the next twelve
months:
1. $10,000 in connection with the completion of the second phase of our
recommended geological work program, if we are able to raise the financing
required to proceed with this phase;
2. $18,000 for payments to Mr. Locke Goldsmith and Mr. William Robertson under
their consulting agreements;
3. $15,000 for operating expenses, including professional legal and accounting
expenses associated with our becoming a reporting issuer under the
Securities Exchange Act of 1934;
We had cash in the amount of $217 as of December 31, 2002 and a working capital
deficit of $38,497 as of December 31, 2002. Our total expenditures over the
next twelve months are anticipated to be $43,000. Accordingly, we will require
additional financing in the minimum amount of approximately $82,000 to fund our
operations for the next twelve months and to pay our working capital deficit.
4
If we do not complete the exploration expenditures required under the option
agreement for the Merry mineral claims, including the completion of exploration
expenditures in the amount of $10,000 by June 30, 2003, our option will
terminate and we will lose all our rights and interest in the Merry mineral
claims. If we do not secure additional financing to incur the required
exploration expenditures, we may consider bringing in a joint venture partner to
provide the required funding. We have not undertaken any efforts to locate a
joint venture partner. In addition, we cannot provide investors with any
assurance that we will be able to locate a joint venture partner who will assist
us in funding the exploration of the Merry mineral claims. If our option
lapses, we plan to pursue the acquisition of an interest in other mineral
claims. We anticipate that any future acquisition would involve the acquisition
of an option to earn an interest in a mineral claim as we anticipate that we
would not have sufficient cash to purchase a mineral claim of sufficient merit
to warrant exploration.
Results Of Operations for the Six months ended December 31, 2002
We did not earn any revenues during the six months ended December 31, 2002. We
do not anticipate earning revenues until such time as we have entered into
commercial production of our mineral properties. We are presently in the
exploration stage and we can provide no assurance that we will discover
commercially exploitable levels of mineral resources on our properties, or if
such resources are discovered, that we will enter into commercial production of
our mineral properties.
We incurred operating expenses in the amount of $14,342 for the six months ended
December 31, 2002, compared to $44,976 for the six months ended December 31,
2001. The largest component of our operating expenses were consulting fees in
the amount of $9,000. These consulting fees included consulting fees in the
amount of $4,500 each paid to our two executive officers, Mr. Locke Goldsmith,
our chief executive officer, and Mr. William Robertson, our chief financial
officer. We paid professional fees in the amount of $5,087 during the six
months ended December 31, 2002, compared to $21,847 for the six months ended
December 31, 2001. These professional fees were incurred in connection with our
ongoing reporting requirements as a reporting company under the Securities
Exchange Act of 1934. We did not incur any exploration expenditures for the six
months ended December 31, 2002 due to our lack of financing.
We anticipate that we will not incur increased operating expenses until such
time as we achieve the financing required to enable us to pursue further
exploration of our optioned mineral property. Our operating expenses will
increase if we are able to achieve the required financing and determine to
proceed with further exploration.
We incurred a loss of $14,342 for the six months ended December 31, 2002,
compared to $41,976 for the six months ended December 31, 2001. Our losses are
entirely attributable to our operating expenses.
Liquidity and Capital Resources
We had cash of $217 as of December 31, 2002 compared to cash of $297 as of June
30, 2002. We had a working capital deficit of $38,497 as of December 31, 2002
compared to working capital deficit of $24,115 as of June 30, 2002. We obtained
a loan in the amount of $12,150 during the six months ended December 31, 2002
from Mr. William Robertson, a director and our chief financial officer, to fund
our operating expenses. As of December 31, 2002, loans from Mr. Robertson were
outstanding in the amount of $21,530.
We have not attained profitable operations and are dependent upon obtaining
financing to pursue exploration activities. For these reasons our auditors
stated in their report that they have substantial doubt we will be able to
continue as a going concern.
We will require additional financing in order to enable us to proceed with any
further exploration of our mineral claims, as discussed above under Plan of
Operations, and to complete the required payments and exploration expenditures
to maintain our option. In addition, we anticipate that we will require
approximately $82,000 over the next twelve months to pay for our expenses in
pursuing our plan of operations, as outlined above, and to fund our working
capital deficit. These cash requirements are in excess of our current cash
resources. Accordingly, we will require additional financing in order to
continue operations. We have no arrangements in place for any additional
financing and there is no assurance that we will achieve the required additional
funding. We have not purchased or sold any plant or significant equipment and do
not expect to do so in the foreseeable future.
5
ITEM 3. CONTROLS AND PROCEDURES.
As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the
"Exchange Act"), we carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures within the 90 days prior
to the filing date of this report. This evaluation was carried out under the
supervision and with the participation of our Chief Executive Officer, Mr. Locke
Goldsmith and our Chief Financial Officer, Mr. William Robertson. Based upon
that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures are effective in timely
alerting management to material information relating to us required to be
included in our periodic SEC filings. There have been no significant changes in
our internal controls or in other factors that could significantly affect
internal controls subsequent to the date we carried out our evaluation.
Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed our reports filed
or submitted under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed in our reports filed under the Exchange Act is
accumulated and communicated to management, including our Chief Executive
Officer and our Chief Financial Officer, to allow timely decisions regarding
required disclosure.
6
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We are not a party to any material legal proceedings and to our knowledge, no
such proceedings are threatened or contemplated.
Item 2. Changes in Securities
We did not complete any sales of our common stock during our fiscal quarter
ended December 31, 2002.
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to our security holders for a vote during the fiscal
quarter ending December 31, 2002.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K.
EXHIBITS REQUIRED BY ITEM 601 OF FORM 8-K
Exhibit
Number Description of Exhibit
------
10.1 Option Amendment Agreement between the Company and Mr. Alan Brent Hemingway
dated December 20, 2002(1)
99.1 Certification of Chief Executive Officer pursuant to pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 (1) 99.2 Certification of Chief Financial Officer pursuant to pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (1)
(1) Filed as an Exhibit to this Quarterly Report on Form 10-QSB
REPORTS ON FORM 8-K
We did not file any Current Reports on Form 8-K during the fiscal quarter ended
December 31, 2002 and we have not filed any Current Reports on Form 8-K since
December 31, 2002.
7
SIGNATURES
In accordance with the requirements 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 authorised.
Date: February 18, 2003
PRINCETON VENTURES, INC.
By: /s/ Locke Goldsmith
___________________________________
Locke Goldsmith, President and
Chief Executive Officer
(Principal Executive Officer)
Date: February 18, 2003
By: /s/ William Robertson
___________________________________
William Robertson, Secretary and
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
Date: February 18, 2003
CERTIFICATIONS
I, LOCKE GOLDSMITH, Chief Executive Officer of Princeton Ventures, Inc. (the
"Registrant"), certify that;
1. I have reviewed this quarterly report on Form10-QSB of Princeton Ventures,
Inc.;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report.
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other facts that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: February 18, 2003 /s/ LOCKE GOLDSMITH
___________________________________
(Signature)
President and Chief Executive Officer
___________________________________
(Title)
9
CERTIFICATIONS
I, WILLIAM ROBERTSON, Chief Financial Officer of Princeton Ventures, Inc. (the
"Registrant"), certify that;
1. I have reviewed this quarterly report on Form10-QSB of Princeton Ventures,
Inc.;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report.
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other facts that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: February 18, 2003 /s/ William Robertson
___________________________________
(Signature)
Chief Financial Officer
___________________________________
(Title)