U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[ X ] Annual Report Pursuant To Section 13 Or 15(D) Of The Securities
Exchange Act Of 1934
For the fiscal year ended June 30, 2002
[ ] Transition Report Under Section 13 Or 15(D) Of The Securities
Exchange Act Of 1934
For the transition period from _____ to _____
COMMISSION FILE NUMBER 000-49698
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PRINCETON VENTURES, INC.
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(Name of small business issuer in its charter)
NEVADA 98 - 0353007
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
304 - 595 HOWE STREET
VANCOUVER, BC, CANADA V6C 27S
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(Address of principal executive offices) (Zip Code)
604-669-2293
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Issuer's telephone number
Securities registered under Section 12(b) of the Exchange Act: NONE
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Securities registered under Section 12(g) of the Exchange Act: COMMON STOCK,
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PAR VALUE $0.001 PER SHARE.
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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 [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]
State issuer's revenues for its most recent fiscal year $NIL
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State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.) $106,020 based on the last sales price of our
common stock of $0.03 per share on July 25, 2001
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. 6,534,000 Shares of Common Stock
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Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
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PART I
ITEM 1. DESCRIPTION OF BUSINESS.
General
We are an exploration stage company. We plan to ultimately engage in the
acquisition, and exploration of mineral properties and exploit mineral deposits
demonstrating economic feasibility. We own an option to acquire an interest in
the mineral claims described below under the heading Merry Mineral Claims Option
Agreement. Further exploration of our optioned mineral claims is required
before a final evaluation as to the economic and legal feasibility of any
mineral reserves that we may discover on our optioned mineral claims can be
completed. There is no assurance that a commercially viable mineral deposit
exists on our optioned mineral claims. Our plan of operations is to carry out
exploration work on the Merry Mineral Claims in order to ascertain whether these
claims possess commercially exploitable quantities of molybdenum or gold. There
can be no assurance that a commercially exploitable mineral deposit, or reserve,
exists in the Merry Mineral Claims until appropriate exploratory work is done
and an economic evaluation based on such work concludes there is economic
feasibility.
Merry Mineral Claims Option Agreement
We have obtained the option to acquire a 100% interest in eight mineral claims
situated in the Province of British Columbia, Canada. We refer to these eight
mineral claims as the Merry Mineral Claims. We acquired our 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.
In consideration for the grant of the option, we paid to Mr. Hemingway the
amount of $1,000 and we issued to Mr. Hemingway 5,000 shares of our common stock
on May 18, 2001 in accordance with the terms of the option agreement. 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 February 28, 2002;
(2) a further $10,000.00 on or before December 31, 2002;
(3) a further $120,000.00 on or before December 31, 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 December 31, 2003.
The time for completion of the initial exploration expenditure requirement was
extended from November 30, 2001 to February 28, 2002 by agreement between us and
Mr. Hemingway dated November 30, 2001. We have satisfied this initial
exploration expenditure requirement by completing the initial phase of the
recommended work program on the Merry mineral claims.
In the event that we incur exploration expenditures, in any of the above
periods, less than the required sum, we may, at our option, pay to Mr. Hemingway
the difference between the amount actually spent and the required exploration
expenditure in full satisfaction of the exploration expenditures to be incurred.
In the event that we incur exploration expenditures, in any period, more than
the required amount of exploration expenditures, then the excess will be carried
forward and applied to the required exploration expenditures to be incurred in
subsequent periods. If we fail to incur any required exploration expenditures
during any applicable period or if we fail to issue the required shares, our
option will terminate and we will have no further rights to the Merry mineral
claims.
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Property exploration expenditures include all costs of acquisition and
maintenance of the property, all expenditures on the exploration and development
of the property and all other costs and expenses of whatsoever kind or nature,
including those of a capital nature, incurred or chargeable with respect to the
exploration of the property. In addition, until we have secured a 100% interest
in the Merry mineral claims, we are obligated to maintain in good standing the
Merry Mineral Claims by:
(A) the doing and filing of assessment work or making of payments in lieu
thereof;
(B) the payment of taxes and rentals; and
(C) the performance of all other actions necessary to keep the Merry
Mineral Claims free and clear of all liens and other charges.
Description of the Merry Mineral Claims
The Merry Mineral Claims consist of eight mineral claims in the Lillooet Mining
Division of Southwestern British Columbia, Canada. Mineral claims in British
Columbia consist of units, with each unit being a square in shape covering 25
hectares and measuring 500 meters on each side. Each of our mineral claims
consists of one unit. The total area of the Merry mineral claims, after
deducting four overlapping claims, is estimated to be 494 acres. The mineral
claims are described as follows:
Name of Mining Claim Grant Number Date of Recording Expiry Date
-------------------- ------------ ----------------- ---------------
Merry Me 1 370102 July 10, 1999 July 10, 2006
Merry Me 2 370103 July 10, 1999 July 10, 2006
Merry Me 3 370104 July 10, 1999 July 10, 2006
Merry Me 4 370105 July 10, 1999 July 10, 2006
Merry Me 5 370106 July 10, 1999 July 10, 2006
Merry Me 6 370107 July 10, 1999 July 10, 2006
Mary 1 379151 July 10, 2000 July 10, 2007
Mary 2 379152 July 10, 2000 July 10, 2007
Mr. Hemingway staked the Merry Mineral Claims in July 1999 and July 2000. Mr.
Hemingway is the legal owner of title to the mineral claims and no other person
has any interest in the mineral claims, other than our interest as a result of
the option. The Province of British Columbia owns the land covered by the
mineral claims. The expiry date of the Merry Mineral Claims was extended in
July 2002 based on the exploration work we completed on the mineral claims as
part of the first phase of our exploration program.
Location of the Merry Mineral Claims
The Merry Mineral Claims are located in the Lillooet Mining Division of
southwestern British Columbia approximately 60 miles from the town of Lillooet
and approximately 145 miles from the city of Vancouver. Access to the mineral
claims is from Vancouver via British Columbia Highway 99 to the town of
Pemberton and then by forest access road to the Village of Gold Bridge, the
nearest supply center to the property. Access to the mineral claims from Gold
Bridge is via gravel road requiring vehicles with four-wheel drive. The central
part of the Merry Mineral Claims is accessible during the snow free months of
the year from May until November.
The Merry Mineral Claims are located on the northeastern slope of the Bendor
Range of the Coast Mountains in southwestern British Columbia, Canada. The
claim area occupies part of the Truax Creek valley, a steep valley that drains
northward to Carpenter Lake, approximately 1.5 miles north of the mineral
claims. Elevations at the property range from about 4,166 feet above sea level
to about 5,642 feet above sea level. The principal area of focus of exploration
on the mineral claims is at elevations of approximately 4,592 feet above sea
level. Much of the original forest covering the claims has been
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removed by recent logging. The Truax Creek is a permanent creek that flows
across the mineral claims and provides adequate water for mining purposes.
Initial Geological Report
We engaged John Ostler, M.Sc., P. Geo. to prepare a geological evaluation report
on the Merry Mineral Claims in June 2001. The work completed by Mr. Ostler in
completing the geological report consisted of the acquisition of geological data
from previous geological exploration and a review and analysis of this
geological data. This data acquisition involved the research and investigation
of historic files to locate and retrieve data information acquired by previous
exploration companies in the area of the mineral claims. The work involved in
this data acquisition includes map and report reproduction, drafting and
production of base maps, and compilation of preexisting information into a
common database and maps.
We received the initial geological evaluation report on the mineral claims
prepared by Mr. Ostler on June 30, 2001. The geological report summarizes the
results of the history of the exploration of the mineral claims, the regional
and local geology of the mineral claims and the mineralization and the
geological formations identified as a result of the prior exploration. The
geological report also gives conclusions regarding potential mineralization of
the mineral claims and recommends a further geological exploration program on
the mineral claims.
Exploration History of the Mineral Claims
The history of the exploration of the mineral claims is summarized in the
geological report that we obtained from Mr. Ostler. The following summary of
the exploration history of the mineral claims is based on Mr. Ostler's summary
of this exploration history.
A. The original mineral claims were staked in 1932. The initial exploration
was conducted from 1932 to 1936.
B. A truck road was built up the Truax Creek through the mineral claims in
1949.
C. During the period from 1960 to 1974, H. Street of Gold Bridge, BC acquired
the area and constructed and operated a small ore-processing mill.
D. In 1980, W.A. Cook staked the area and optioned a 50% interest in the
property to Keron Holdings Ltd. A further geological exploration program
was undertaken.
E. In 1981, the property was optioned to Hudson's Bay Oil and Gas Company
Limited who conducted further road building to provide access for drilling.
Further soil and rock-chip sampling was conducted. Hudson's Bay dropped its
option.
F. In 1983, W.A. Cook and Keron Holdings optioned the property to Andaurex
Resources Inc. who completed a total of 2,861 feet of drilling and
calculated an estimate of resources on the property.
G. In 1987, Pilgram Holdings Ltd conducted a small trenching program.
H. Subsequent to 1987, all claims on the property lapsed.
I. In 1999 and 2000, Mr. Hemingway staked the mineral claims and became the
current owner. Mr. Hemingway conducted a preliminary exploration program in
2000.
J. Mr. Hemingway optioned the property to Princeton Ventures in 2001.
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Conclusions of the Initial Geological Report
In his initial geological report, Mr. Ostler identified two types of
mineralization events on the Merry mineral claims. The first event is a
molybdenum-bearing quartz stockwork vein system that has been identified on the
Merry Mineral Claims by prior exploration . The second event consists of
high-grade, gold-bearing stibnite veins and disseminations. These two
mineralization events are the targets of the three phase exploration program
recommended by the geological report.
A stockwork vein system present on the Merry Mineral Claims consists of a
multitude of small intersecting veinlets placed at several preferred
orientations throughout the host rock. On the Merry mineral claims, these
veinlets are filled with quartz and bear molybdenum. Such stockwork systems are
typical of geological formations that host sufficient copper or molybdenum to be
mined in large-scale open pits. Mining of a typical stockwork vein system is
completed by mining all of the rock hosting the stockwork veins. Accordingly,
the amount of metal in the veins and their density within the surrounding rock
determine the grade and the economic viability of stockwork vein deposits.
Prior geological exploration on the Merry property in 1980 revealed that
molybdenite mineralization extends an unknown distance southeast of the Main
zone near the centre of the property. This mineralization has a peripheral gold
halo around its western side. Such precious-metal halos are common around
molybdenum deposits. The geological report concluded that economic
concentrations of molybdenum mineralization may exist southeast of the main zone
of the Merry mineral claims.
The second target for exploration under the recommended geological exploration
program is high-grade, gold-bearing stibnite veins that have been identified in
three locations on the Merry Mineral Claims during prior exploration on the
Merry property. The gold-bearing stibnite veins are very different from the
stockwork veinlets. The stibnite veins are true fissure veins that can be mined
by highly selective underground methods. If these veins are sufficiently
extensive and thick, it would not be necessary to mine any unmineralized country
rock. One of the objectives of the recommended geological exploration program is
to determine the extent and concentration of this mineralization.
Current State of Exploration
The mineral claims presently do not have any proven mineral reserves. The
property that is the subject of the mineral claims is undeveloped and does not
contain any open-pit or underground mines. There is no mining plant or
equipment located on the property that is the subject of the mineral claims.
Currently, there is no power supply to the mineral claims.
We have only recently commenced exploration of the mineral claims and
exploration is currently in the preliminary stages. The status of our planned
exploration program is discussed in detail below. Our planned exploration
program is exploratory in nature and there is no assurance that mineral reserves
will be proven.
Recommendations of the Geological Report
In his geological report, Mr. Ostler, P. Eng. recommended the completion of a
three-phase geological work program on the Merry Mineral Claims. We have
completed the first phase of this exploration program and we have received a
geological report summarizing the conclusions and recommendations of this work
program from Mr. Ostler.
The first phase of the exploration program was comprised of the acquisition of
satellite images of the mineral claims and a review of these satellite images to
determine if they contain anomalies caused by economic mineralization. The cost
of completion of the first phase of the exploration program was $5,000.
The second phase of the exploration program is recommended to be comprised of a
magnetometer survey of the mineral claims using a base station and a
programmable field magnetometer and geological
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review of the results of the magnetometer survey. This magnetometer survey would
be conducted using a grid pattern. The magnetometer survey would require a visit
to the site of the mineral claims. The estimated cost of completion of the
second phase of the exploration program is $10,000.
1 Geologist: 9 days @$400/day $2,400
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1 Prospector: 9 days @ $250/day $1,500
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Food, lodging and camp costs: 9 days @$100/day $600
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Transport costs: truck rental + gasoline $700
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Magnetometer rental: 9 days @ $75/day $450
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Sampling and Assay Costs $667
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Report Production $1,000
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Administration $1,000
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Contingency $1,029
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Goods and Services Tax (G.S.T). $654
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Total Phase 2 Budget $10,000
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The third phase of the exploration program is recommended to be comprised of an
induced polarization survey of the mineral claims and a geological review of the
results of the induced polarization survey. This survey would use an expanded
version of the grid program developed for the magnetometer survey. The induced
polarization survey would require a visit to the site of the mineral claims.
The estimated cost of completion of the third phase of the exploration program
is $120,000.
Line cutting: 42 km @ $1200/km (all inclusive price) $33,600
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Induced polarization survey: 42 km @ $1500/km (all inclusive price) $42,000
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Supervision and Engineering $5000
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Report production $4,000
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Environmental Bond $2,000
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Administration $11,000
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Contingency $14,552
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Goods and Services Tax (G.S.T.) $7,848
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Total Phase 3 Budget $120,000
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This estimated cost of each phase of the exploration program outlined above
includes the cost of completing the geological review of the results of each
phase and the preparation of a geological report summarizing the results and
conclusions of each phase.
The geological review and interpretations required in each phase of the
exploration program would be comprised of review of the data acquired from each
phase of the exploration program and an analysis of this data to assess the
potential mineralization of the mineral claims. Geological review entails the
geological study of an area to determine the geological characteristics,
identification of rock types and any obvious indications of mineralization. The
purpose of undertaking the geological review would be to determine if there is
sufficient indication for the area to host mineralization to warrant additional
exploration. Positive results of each phase of the exploration program would
be required to justify continuing with the next phase of the exploration
program. Such positive results would include the identification of zones of
mineralization.
Geological Exploration Program
We accepted the recommendations of the geological report and we proceeded in
fiscal 2002 with the first phase of the recommended geological exploration
program. This initial work program was completed by Mr. Ostler in February
2002 at a cost to us of $5,000. This initial work program included the
acquisition of satellite images of the Merry Mineral Claims and a review and
analysis of these images by Mr. Ostler.
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The completion of this first phase satisfied the requirement under our amended
option agreement that we incur $5,000 in exploration expenditures on the Merry
Mineral Claims by February 28, 2002.
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.
Mr. Ostler concluded that the first phase of the exploration program indicated
that gold mineralization is most likely to be found northwest of the main and
north zones identified on the Merry property. Mr. Ostler also concluded that a
body of mineralization hosting molybdenum may exist in the southeast portion of
the Merry property. Based on these conclusions, Mr. Ostler concluded that the
results of the first phase were sufficiently encouraging to justify continuing
with the next phase of the previously recommended program.
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. Accordingly, our ability to
proceed to complete this second phase of exploration is contingent upon us
achieving additional financing. If we are able to raise the additional
financing, we will attempt to complete this phase in the fall of 2002 prior to
snowfall. We anticipate that we would engage Mr. Ostler to complete this
second phase of exploration.
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 plan to engage Mr. Ostler, P. Eng. to complete the geological reviews and
geological reports associated with both phase two and phase three of the
exploration program if we proceed with these phases. As discussed above, the
cost of Mr. Ostler of completing his geological review and the required
geological reports is included in the budget for each phase of our exploration
program.
If we complete all three phases of the exploration program and the results of
these efforts are positive, we will still have to undertake an extensive and
additional exploration program which might consist of further soil sampling,
geophysical surveys, trenching or drilling before we will be able to identify
commercially-viable reserves. The costs of these subsequent programs will be
significantly more than the costs set forth above for the initial three-phase
exploration program.
Should we decide at any time not to proceed to the next phase of the geological
work program, we will use our remaining operating capital, if any, to obtain an
option or options on other mineral claims. Funds will then be used to conduct
mineral exploration activities on those claims. It is likely we will need
further financing to pay for that exploration.
Compliance with Government Regulation
We will be required to conduct all mineral exploration activities in accordance
with the Mining Act of British Columbia. We will be required to obtain work
permits from the British Columbia Ministry of Energy Mines and Resources for any
exploration work that results in a physical disturbance to the land. We will
not be required to obtain a work permit for the first or second phase of our
exploration program as this phase will not involve any physical disturbance. We
will be required to obtain a work permit if we proceed with the third phase of
our exploration program. There is no charge to obtain a work permit under the
Mineral Tenure Act. We will need to make the required submission to the
Ministry of Energy Mines and Resources, which we will have our consultant
geologist prepare on our behalf for a fee. If our exploration program proceeds
to any trenching, drilling and bulk-sampling stages, we will be required to post
small bonds and file statements of work with the Ministry of Energy Mines and
Resources. We will be required
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by the Mining Act to undertake remediation work on any work that results in
physical disturbance to the land. The cost of remediation work will vary
according to the degree of physical disturbance. An environmental review is not
required under the Environmental Assessment Act of British Columbia to proceed
with the recommended exploration program on our mineral claims.
We have budgeted for regulatory compliance costs in the proposed exploration
program recommended by the geological report. As mentioned above, we will have
to sustain the cost of reclamation and environmental mediation for all
exploration and other work undertaken. The amount of these costs is not known
at this time as we do not know the extent of the exploration program that will
be undertaken beyond completion of the recommended exploration program. Because
there is presently no information on the size, tenor, or quality of any resource
or reserve at this time, it is impossible to assess the impact of any capital
expenditures on earnings or our competitive position.
Employees
We have no employees other than our two officers.
The services of Mr. Goldsmith are provided to us pursuant to an executive
consulting agreement between Mr. Goldsmith and us. We pay Mr. Goldsmith a
consulting fee of $750 per month in consideration for his providing management
and administration services to us. The consulting fee will increase to $5,000
per month in the event that Mr. Goldsmith is required to spend more than 50% of
his business time on our business. The management agreement is for a term
commencing July 1, 2001 and expiring on June 30, 2003.
The services of Mr. Robertson are provided to us pursuant to an executive
consulting agreement between Mr. Robertson and us. We pay Mr. Robertson a
consulting fee of $750 per month in consideration for his providing management
and administration services to us. The consulting fee will increase to $5,000
per month in the event that Mr. Robertson is required to spend more than 50% of
his business time on our business. The management agreement is for a term
commencing July 1, 2001 and expiring on June 30, 2003.
We intend to conduct our business largely through agreements with consultants
and arms-length third parties.
Research and Development Expenditures
We have incurred exploration expenditures in the amount of $6,481 since our
inception, of which $4,508 was incurred during the year ended June 30, 2002. We
have not incurred any other research or development expenditures since our
incorporation.
Subsidiaries
We do not have any subsidiaries.
Patents and Trademarks
We do not own, either legally or beneficially, any patents or trademarks.
RISK FACTORS
An investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
Annual Report and in other information we file with the Securities and Exchange
Commission before investing in our common stock. If any of the following risks
occur, our business, operating results and financial condition could be
seriously harmed. The trading
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price of our common stock, if any, could decline due to any of these risks, and
you may lose all or part of your investment.
If we do not obtain additional financing, our business will fail
Our current operating funds are less than necessary to complete the exploration
of the optioned mineral claims, and therefore we will need to obtain additional
financing in order to complete our business plan. As of June 30, 2002, we had
cash in the amount of $297. We currently do not have any operations and we have
no income. Our business plan calls for significant expenses in connection with
the exploration of our optioned mineral claims. We will require additional
financing in order to complete the full-recommended exploration program. Phase
two and phase three of the recommended exploration program are estimated to cost
$130,000. We do not have sufficient funds to pursue our business plan for the
next 12 months. We will also require additional financing if the costs of the
exploration of our optioned mineral claims are greater than anticipated. We
will require additional financing to sustain our business operations if we are
not successful in earning revenues once exploration is complete. We do not
currently have any arrangements for financing and we can provide no assurance to
investors that we will be able to obtaining financing when required. Obtaining
additional financing would be subject to a number of factors, including the
results of our geological exploration, market prices for molybdenum and gold,
investor acceptance of our property, and investor sentiment. These factors may
make the timing, amount, terms or conditions of additional financing unavailable
to us.
If we complete a financing through the sale of additional shares of our common
stock, shareholders will experience dilution
The most likely source of future financing presently available to us is through
the sale of our common stock. Any sale of share capital will result in dilution
to existing shareholders. The only other anticipated alternative for the
financing of further exploration would be the offering by us of an interest in
our properties to be earned by another party or parties carrying out further
exploration thereof, which is not presently contemplated.
If we do not conduct mineral exploration on our mineral claims or pay fees in
lieu of mineral exploration, our mineral claims will lapse
We must complete mineral exploration work on our Merry Mineral Claims and make
filings with the Province of British Columbia regarding the work completed or
pay filing fees in lieu of completing work on our claims. If we do not conduct
any mineral exploration on our claims or make the required payments in lieu of
completing mineral exploration, then our claims will lapse and we will lose all
interest that we have in these mineral claims. The expiry dates of our mineral
claims are currently July 10, 2006 and July 10, 2007.
If we do not issue the shares and incur the exploration expenditures required
for us to exercise our option to acquire an interest in the Merry mineral
claims, we will lose our interest in the Merry Mineral Claims and our business
may fail
We are obligated to issue additional shares of our common stock and incur
exploration expenditures on our optioned mineral claims in order to exercise the
option and obtain a 100% interest in the Merry mineral claims. We must issue an
additional 50,000 additional shares of our common stock and incur exploration
expenditures in the aggregate amount of $135,000 in order to exercise this
option. This exploration expenditure requirement includes the requirement to
incur exploration expenditures in the amount of $10,000 by December 31, 2002.
We will require substantial additional capital to fund the additional
exploration expenditures required to enable us to exercise the option. Our
current cash reserves of $297 as of June 30, 2002 are not sufficient to enable
us to complete these required exploration expenditures without additional
financing. If we do not issue the additional shares or incur the exploration
expenditures required by the option agreement, we will forfeit our interest in
the optioned mineral claims and will have no interest in the optioned mineral
claims. We have no agreements for additional financing and we can provide no
assurance to investors that additional funding will be available
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to us on acceptable terms, or at all, to continue operations, to fund new
business opportunities or to execute our business plan. If we lose our interest
in the optioned mineral claims, then we will have no business assets and there
is a substantial risk that our business will fail.
Because we have not commenced business operations, we face a high risk of
business failure
We have only recently begun the initial stages of exploration of our optioned
mineral claims, and thus have no way to evaluate the likelihood that we will be
able to operate the business successfully. We were incorporated on May 10, 2001
and to date have been involved primarily in organizational activities, the
acquisition of the optioned mineral claims, obtaining a geological report on our
mineral claims and the completion of the first phase of our exploration program.
We have not earned any revenues as of the date of this prospectus. Potential
investors should be aware of the difficulties normally encountered by new
mineral exploration companies and the high rate of failure of such enterprises.
The likelihood of success must be considered in light of the problems, expenses,
difficulties, complications and delays encountered in connection with the
exploration of the mineral properties that we plan to undertake. These potential
problems include, but are not limited to, unanticipated problems relating to
exploration, and additional costs and expenses that may exceed current
estimates.
Because we anticipate our operating expenses will increase prior to our
achieving revenues, we may never achieve profitability
Prior to completion of our exploration stage, we anticipate that we will incur
increased operating expenses without realizing any revenues. We therefore
expect to incur significant losses into the foreseeable future. From our
inception to June 30, 2002, our losses totaled $85,115. We recognize that if we
are unable to generate significant revenues from the exploration of our optioned
mineral claims and the production of minerals thereon, if any, we will not be
able to earn profits or continue operations. There is no history upon which to
base any assumption as to the likelihood that we will prove successful, and we
can provide investors with no assurance that we will generate any operating
revenues or ever achieve profitable operations. If we are unsuccessful in
addressing these risks, our business will most likely fail.
Because of the speculative nature of exploration of mining properties, there is
substantial risk that no commercially exploitable minerals will be found and
this business will fail
The search for valuable minerals as a business is extremely risky. We can
provide investors with no assurance that the mineral claims that we have
optioned contain commercially exploitable reserves of molybdenum or gold.
Exploration for minerals is a speculative venture necessarily involving
substantial risk. The expenditures to be made by us in the exploration of the
optioned mineral properties may not result in the discovery of commercial
quantities of ore. Problems such as unusual or unexpected formations and other
conditions are involved in mineral exploration and often result in unsuccessful
exploration efforts. In such a case, we would be unable to complete our business
plan.
Because of the inherent dangers involved in mineral exploration, there is a risk
that we may incur liability or damages as we conduct our business
The search for valuable minerals involves numerous hazards. As a result, we may
become subject to liability for such hazards, including pollution, cave-ins and
other hazards against which we cannot insure or against which we may elect not
to insure. The payment of such liabilities may have a material adverse effect
on our financial position.
Even if we discover commercial reserves of precious metals on our optioned
mineral properties, we may not be able to successfully obtain commercial
production
The optioned mineral claims do not contain any known bodies of ore. If our
exploration programs are successful in establishing ore of commercial tonnage
and grade, we will require additional funds in order to place the Merry Mineral
Claims into commercial production. At this time we can provide investors with
no assurance that we will be able to obtain such financing.
10 of 27
Because access to our mineral claims is often restricted by inclement weather,
we will be delayed in our exploration and any future mining efforts
Access to the Merry Mineral Claims is restricted through most of the year due to
snow and storms in the area. As a result, any attempt to test or explore the
property is largely limited to the few months out of the year when weather
permits such activities. These limitations can result in significant delays in
exploration efforts, as well as mining and production in the event that
commercial amounts of minerals are found. Such delays can have a significant
negative effect on our results of operations.
If we are unable to hire and retain key personnel, we may not be able to
implement our business plan and our business will fail
Our success will be largely dependent on our ability to hire highly qualified
personnel with experience in geological exploration. These individuals may be
in high demand and we may not be able to attract the staff we need. In
addition, we may not be able to afford the high salaries and fees demanded by
qualified personnel, or may lose such employees after they are hired.
Currently, we have not hired any key personnel. Our failure to hire key
personnel when needed would have a significant negative effect on our business.
Because our president has only agreed to provide his services on a part-time
basis, he may not be able or willing to devote a sufficient amount of time to
our business operations, causing our business to fail
Mr. Goldsmith, our president, is a geological consultant who provides his
services to many companies involved in geological exploration. We have entered
into a management consulting agreement that obligates Mr. Goldsmith to provide
his services to us on a part-time basis. This agreement, however, provides that
Mr. Goldsmith is entitled to pursue other business activities during the term of
his consulting agreement, provided that these other activities do not interfere
with Mr. Goldsmith's obligations to us. Mr. Goldsmith anticipates spending
approximately 15% of his business time on our business activities. If the
demands of our business require the full business time of our president, there
is no assurance that Mr. Goldsmith will be able to devote sufficient time to the
management of our business. In addition, our management consulting agreement
with Mr. Goldsmith does not enable us to require that Mr. Goldsmith devote his
full business time to our business.
As we undertake exploration of our mineral claims, we will be subject to
compliance with government regulation that may increase the anticipated cost of
our exploration program
There are several governmental regulations that materially restrict the
exploration of minerals. We will be subject to the Mining Act of British
Columbia as we carry out our exploration program. We may be required to obtain
work permits, post bonds and perform remediation work for any physical
disturbance to the land in order to comply with these regulations. While our
planned exploration program budgets for regulatory compliance, there is a risk
that new regulations could increase our costs of doing business and prevent us
from carrying our exploration program.
If we receive positive results from our exploration program and we determine to
pursue commercial production, we may be subject to an environmental review
process that may delay or prohibit our proceeding to commercial production
If the results of our geological exploration program indicate commercially
exploitable reserves, of which there is no assurance, and we determine to pursue
commercial production of our mineral claims, we may be subject to an
environmental review process under environmental assessment legislation.
Compliance with an environmental review process may be costly and may delay
commercial production. Furthermore, there is the possibility that we would not
be able to proceed with commercial production upon completion of the
environmental review process if government authorities did not approve our mine
or if the costs of compliance with government regulation adversely affected the
commercial viability of the proposed mine.
11 of 27
If a market for our common stock does not develop, shareholders may be unable to
sell their shares
There is currently no market for our common stock and we can provide no
assurance that a market will develop. We are currently in the process of
applying for trading of our common stock on the NASD over the counter bulletin
board. However, we can provide investors with no assurance that our shares will
be traded on the bulletin board or, if traded, that a public market will
materialize. If our common stock is not traded on the bulletin board or if a
public market for our common stock does not develop, investors may not be able
to re-sell the shares of our common stock that they have purchased and may lose
all of their investment.
Because of the high degree of control that could be exercised by Mr. Goldsmith
and Mr. Robertson, investors may find that Mr. Goldsmith and Mr. Robertson may
be able to exercise a high degree of influence over our key corporate decisions
Collectively, Mr. Locke Goldsmith and Mr. William Robertson control
approximately 45.91% of the outstanding shares of our common stock. They also
serve as our only two directors and fill all of our current officer positions.
These individuals have tremendous influence and control over our corporation.
Accordingly, they have significant influence in determining the outcome of all
corporate transactions or other matters, including mergers, consolidations and
the sale of all or substantially all of our assets, The interests of Mr.
Goldsmith and Mr. Robertson may differ from the interests of the other
stockholders and thus result in corporate decisions with which other
stockholders do not agree.
If a market for our common stock develops, our stock price may be volatile
If a market for our common stock develops, we anticipate that the market price
of our common stock will be subject to wide fluctuations in response to several
factors, including:
(1) the results of our geological exploration program;
(2) our ability or inability to achieve financing;
(3) commodity prices for molybdenum and gold; and
(4) conditions and trends in the mining industry.
Further, if our common stock is traded on the NASD over the counter bulletin
board, our stock price may be impacted by factors that are unrelated or
disproportionate to our operating performance. These market fluctuations, as
well as general economic, political and market conditions, such as recessions,
interest rates or international currency fluctuations may adversely affect the
market price of our common stock.
If the selling shareholders sell a large number of shares all at once or in
blocks, the market price of our shares would most likely decline.
We have filed a registration statement on Form SB-2 to qualify the sale of
3,529,000 shares of our common stock by the selling shareholders named in the
registration statement. The selling shareholders are not restricted in the price
they can sell the common stock. Our common stock is presently not traded on any
market or securities exchange, but should a market develop, shares sold at a
price below the current market price at which the common stock is trading will
cause that market price to decline. Moreover, the offer or sale of a large
number of shares at any price may cause the market price to fall. The
outstanding shares of common stock covered by the registration statement
represent 54% of our common shares currently outstanding.
Because our stock is penny stock, shareholders will be limited in their ability
to sell their stock
The shares of our common stock constitute penny stock under the Securities and
Exchange Act. The shares will remain penny stock for the foreseeable future.
The classification of penny stock makes it
12 of 27
more difficult for a broker-dealer to sell the stock into a secondary market,
which makes it more difficult for a purchaser to liquidate his or her
investment. Any broker-dealer engaged by the purchaser for the purpose of
selling his or her shares in Princeton Ventures will be subject to rules 15g-1
through 15g-10 of the Securities and Exchange Act. Rather than creating a need
to comply with those rules, some broker-dealers will refuse to attempt to sell
penny stock. See discussion of rules governing penny stocks below under the
heading, Item 5. - Market for Common Equity and Related Stockholder Matters -
"No Public Market for Common Stock."
ITEM 2. DESCRIPTION OF PROPERTY.
We have an option to acquire a 100% interest in the Merry mineral claims, as
described in Item 1. -Description of Business - Merry Mineral Claims Option
Agreement. We do not own or lease any property other than our option to acquire
an interest in the Merry mineral claims.
ITEM 3. LEGAL PROCEEDINGS.
We are not currently a party to any legal proceedings. We are not aware of any
legal proceeding threatened against us.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to our security holders for a vote during the fourth
quarter of our fiscal year ended June 30, 2002.
13 of 27
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
No Public Market for Common Stock
There is presently no public market for our common stock. We have applied for
trading of our common stock on the over the counter bulletin board. However, we
can provide no assurance that our shares will be traded on the bulletin board
or, if traded, that a public market will materialize.
The Securities Exchange Commission has adopted rules that regulate broker-dealer
practices in connection with transactions in penny stocks. Penny stocks are
generally equity securities with a price of less than $5.00 (other than
securities registered on certain national securities exchanges or quoted on the
Nasdaq system, provided that current price and volume information with respect
to transactions in such securities is provided by the exchange or system). The
penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, deliver a standardized risk
disclosure document prepared by the Commission, which: (a) contains a
description of the nature and level of risk in the market for penny stocks in
both public offerings and secondary trading; (b) contains a description of the
broker's or dealer's duties to the customer and of the rights and remedies
available to the customer with respect to a violation to such duties or other
requirements of Securities' laws; (c) contains a brief, clear, narrative
description of a dealer market, including "bid" and "ask" prices for penny
stocks and significance of the spread between the "bid" and "ask" price; (d)
contains a toll-free telephone number for inquiries on disciplinary actions; (e)
defines significant terms in the disclosure document or in the conduct of
trading in penny stocks; and (f) contains such other information and is in such
form (including language, type, size and format), as the Commission shall
require by rule or regulation. The broker-dealer also must provide, prior to
effecting any transaction in a penny stock, the customer (a) with bid and offer
quotations for the penny stock; (b) the compensation of the broker-dealer and
its salesperson in the transaction; (c) the number of shares to which such bid
and ask prices apply, or other comparable information relating to the depth and
liquidity of the market for such stock; and (d) monthly account statements
showing the market value of each penny stock held in the customer's account. In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitably statement.
These disclosure requirements may have the effect of reducing the trading
activity in the secondary market for our stock if it becomes subject to these
penny stock rules. Therefore, if our common stock becomes subject to the penny
stock rules, stockholders may have difficulty selling those securities.
Holders of Common Stock
As of the date of October 8, 2002, there were 34 registered shareholders of our
common stock.
Dividends
There are no restrictions in our Articles of Incorporation or bylaws that
restrict us from declaring dividends. The Nevada Revised Statutes, however,
prohibit us from declaring dividends where, after giving effect to the
distribution of the dividend:
(A) we would not be able to pay our debts as they become due in the usual
course of business; or
(B) our total assets would be less than the sum of our total liabilities,
plus the amount that would be needed to satisfy the rights of
shareholders who have preferential rights superior to those receiving
the distribution.
14 of 27
We have neither declared nor paid any cash dividends on our capital stock and do
not anticipate paying cash dividends in the foreseeable future. Our current
policy is to retain any earnings in order to finance the expansion of our
operations. Our board of directors will determine future declaration and payment
of dividends, if any, in light of the then-current conditions they deem relevant
and in accordance with the Nevada Revised Statutes.
Recent Sales of Unregistered Securities
We issued 3,000,000 shares of common stock on May 16, 2001 to Mr. Locke B.
Goldsmith and Mr. William C. Robertson. Mr. Goldsmith is one of our directors
and is our president and chief executive officer. Mr. Goldsmith acquired
1,500,000 shares at a price of $0.001 per share for total proceeds to us of
$1,500. Mr. Robertson is one of our directors and is our secretary, treasurer
and chief financial officer. Mr. Robertson acquired 1,500,000 shares at a price
of $0.001 per share for total proceeds to us of $1,500. These shares were
issued pursuant to Section 4(2) of the Securities Act of 1933 (the "Securities
Act") and are restricted shares as defined in the Securities Act.
We issued 5,000 shares of our common stock on May 18, 2001 to Mr. Alan Brent
Hemingway as required pursuant to the option agreement entered between Mr.
Hemingway and us. The shares were issued pursuant to Regulation S of the
Securities Act and appropriate legends were affixed to the stock certificate
issued to Mr. Hemingway.
We completed an offering of 3,199,000 shares of our common stock at a price of
$0.015 per share to a total of twenty-nine purchasers on June 30, 2001. The
total amount we received from this offering was $47,985. We completed the
offering pursuant to Regulation S of the Securities Act. Each purchaser
represented to us that he was a non-US person as defined in Regulation S. We
did not engage in a distribution of this offering in the United States. Each
purchaser represented his intention to acquire the securities for investment
only and not with a view toward distribution. Appropriate legends were affixed
to the stock certificate issued to each purchaser in accordance with Regulation
S. Each investor was given adequate access to sufficient information about us
to make an informed investment decision. None of the securities were sold
through an underwriter and accordingly, there were no underwriting discounts or
commissions involved. No registration rights were granted to any of the
purchasers.
We completed an offering of 330,000 shares of our common stock at a price of
$0.03 per share to a total of two purchasers on July 25, 2001. The total amount
we received from this offering was $9,900. We completed the offering pursuant to
Regulation S of the Securities Act. Each purchaser represented to us that he
was a non-US person as defined in Regulation S. We did not engage in a
distribution of this offering in the United States. Each purchaser represented
his intention to acquire the securities for investment only and not with a view
toward distribution. Appropriate legends were affixed to the stock certificate
issued to each purchaser in accordance with Regulation S. Each investor was
given adequate access to sufficient information about us to make an informed
investment decision. None of the securities were sold through an underwriter
and accordingly, there were no underwriting discounts or commissions involved.
No registration rights were granted to any of the purchasers.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
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
15 of 27
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, we will attempt to complete this phase in the
fall of 2002 prior to snowfall. We anticipate that we would engage Mr. Ostler to
complete this second phase of exploration.
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. If
we determine to proceed with the third phase, it will not be possible to start
the third phase until the summer of 2003 at the earliest due to the short
snow-free period of access of the mineral claims. 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.
We had cash in the amount of $297 as of June 30, 2002 and a working capital
deficit of $24,155 as of June 30, 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. However, 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 $297 as of June 30, 2002 and a working capital
deficit of $24,155 as of June 30, 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 $68,000 to fund our
operations for the next twelve months.
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 December 31, 2002, 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
16 of 27
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 Year ended June 30, 2002
We did not earn any revenues during the year ended June 30, 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 $73,485 for the year ended June
30, 2002. The largest component of our operating expenses were professional fees
in the amount of $39,815 during the year ended June 30, 2002 that were incurred
in connection with our corporate organization and our filing a registration
statement with the Securities and Exchange Commission. We anticipate that our
professional fees will remain significant due to our ongoing reporting
requirements as a reporting company under the Securities Exchange Act of 1934.
We paid consulting fees in the amount of $26,625 during the year ended June 30,
2002. These consulting fees included consulting fees in the amount of $18,000
paid to our two executive officers, Mr. Locke Goldsmith, our chief executive
officer, and Mr. William Robertson, our chief financial officer. We incurred
exploration expenditures in the amount of $4,508 for the year ended June 30,
2002 in connection with our completion of the first phase of the recommended
exploration program on the Merry Mineral Claims
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 $73,485 for the year ended June 30, 2002. Our loss is
entirely attributable to our operating expenses.
Liquidity and Capital Resources
We had cash of $297 as of June 30, 2002 compared to cash of $31,853 as of June
30, 2001. We had a working capital deficit of $24,155 as of June 30, 2002
compared to positive working capital of $39,430 as of June 30, 2001. We
obtained a loan in the amount of $8,880 during the year ended June 30, 2002 from
Mr. William Robertson, a director and our chief financial officer.
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 $68,000 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.
17 of 27
ITEM 7. FINANCIAL STATEMENTS.
Index to Audited Financial Statements for the Year Ended June 30, 2002:
1. Auditors' Report;
2. Balance Sheets as at June 30, 2002 and 2001;
3. Statement of Operations and Deficit for the year ended June 30, 2002, from
inception (May 10, 2001) to June 30, 2001 and from inception (May 10, 2001)
to June 30, 2002;
4. Statement of Stockholders' Equity from inception to June 30, 2002;
5. Statement of Cash Flows for the year ended June 30, 2002, from inception
(May 10, 2001) to June 30, 2001 and from inception (May 10, 2001) to June
30, 2002;
6. Notes to Financial Statements.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable.
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PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
Our executive officers and directors and their respective ages as of October 8,
2002 are as follows:
Directors:
Name of Director Age
---------------------- -----
Locke B. Goldsmith 61
William C. Robertson 28
Executive Officers:
Name of Officer Age Office
-------------------- ----- -------
Locke B. Goldsmith 61 President and Chief Executive Officer
William C. Robertson 28 Secretary, Treasurer and Chief
Financial Officer
Set forth below is a brief description of the background and business experience
of each of our executive officers and directors for the past five years.
Mr. Locke B. Goldsmith is our president and chief executive officer and is a
member of our board of directors. Mr. Goldsmith was appointed to our board of
directors and as our president and chief executive officer on May 10, 2001.
Mr. Goldsmith is a graduate of the Haileybury School of Mines in Ontario,
Canada. Mr. Goldsmith received his B.Sc. (Honours) in Geology from the Michigan
Technological University. Mr. Goldsmith receive his M.Sc in Geology from the
University of British Columbia, Canada.
Mr. Goldsmith is a registered professional engineer in the Canadian Provinces of
Ontario and British Columbia. Mr. Goldsmith is a registered professional
geologist with the Province of British Columbia and the States of Oregon,
Minnesota and Wisconsin. Mr. Goldsmith is a member of the Society of Economic
Geologists, the Geological Society of Canada and the American Institute of
Mining and Metallurgical Engineers.
Mr. Goldsmith has been a self-employed mining exploration geologist since 1970.
Mr. Goldsmith provides his professional services on a contract and project basis
to companies engaged in mineral exploration. Mr. Goldsmith has worked on
projects throughout North America, Central America and South America. Mr.
Goldsmith has also worked on projects in various countries in Asia, Africa,
Australia and Europe.
Mr. Goldsmith spent approximately 10% of his business time on our business
during the past calendar year.
Mr. Goldsmith has served as a director and officer of the following public
companies during the past five years:
1. Mr. Goldsmith was a director of Osito Ventures Inc. from 1994 to May 1996.
Osito Ventures was a public company engaged in the business of mineral
exploration whose shares were traded on the Vancouver Stock Exchange.
2. Mr. Goldsmith has been a director of Ameridian Ventures Inc. since October
1997. Mr. Goldsmith was president of Ameridian Ventures from March 1998 to
October 1998.
19 of 27
Ameridian Ventures is a public company engaged in the business of mineral
exploration whose shares are traded on the Canadian Venture Exchange.
3. Mr. Goldsmith has been a director of PacCom Ventures Inc. since November
2000. Mr. Goldsmith was president of PacCom Ventures from December 2000 to
May 2001. PacCom Ventures is a public company engaged in the business of
mineral exploration whose shares are traded on the Canadian Venture
Exchange.
Mr. William Robertson is our secretary, treasurer and chief financial officer
and is a member of our board of directors. Mr. Robertson was appointed to our
board of directors and as our secretary, treasurer and chief financial officer
on May 10, 2001. Mr. Robertson was an investment advisor with Canaccord Capital
of Vancouver, British Columbia from May 1993 to November 1997. Mr. Robertson
was an investment advisor with Southwest Securities from November 1997 to
November 1998. Mr. Robertson has been engaged in providing financial consulting
services to private and public companies since December 1998 through his private
company, Billco Trading Co. Ltd. Mr. Robertson is a director and the president
and secretary of Knoway Ventures Inc., a company whose shares were formerly
traded on the OTC Bulletin Board. Mr. Robertson joined Knoway Ventures in
March 2000. Mr. Robertson was responsible for overseeing the management and
financing of an Internet service provider business operated by Knoway Ventures,
prior to the decision of Knoway Ventures to stop operating this business. Mr.
Robertson was a director and the president of Burrard Technologies Inc., a
company whose shares are currently traded on the OTC Bulletin Board from April
2000 to December 2001. Mr. Robertson was responsible for supervising the
development of Burrard's computer software development business and assisting in
the financing of Burrard's plan of operations.
Mr. Robertson spent approximately 10% of his business time on our business
during the past year.
Term of Office
Our Directors are appointed for a one-year term to hold office until the next
annual general meeting of our shareholders or until removed from office in
accordance with our bylaws. Our officers are appointed by our board of
directors and hold office until removed by the board.
Significant Employees
We have no significant employees other than the officers and directors described
above.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's executive officers and
directors, and persons who beneficially own more than ten percent of the
Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Officers, directors and
greater than ten percent shareholders are required by SEC regulation to furnish
the Company with copies of all Section 16(a) forms they file. Based on its
review of the copies of such forms received by it, the Company believes that
during the fiscal year ended June 30, 2002 all such filing requirements
applicable to its officers and directors were complied with the exception that
reports were filed late by the following persons:
------------------------------- ------- --------- ------------------
Number Transactions Known Failures
Of Late Not Timely To File a Required
Name and Principal Position Reports Reported Form
------------------------------- ------- --------- ------------------
LOCKE B. GOLDSMITH, Director One None None
President and CEO
------------------------------- ------- --------- ------------------
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ITEM 10. EXECUTIVE COMPENSATION.
The following table sets forth certain compensation information as to the
following individuals (our "named executive officers") since our inception:
(i) Mr. Locke Goldsmith, our chief executive officer; and
(ii) Mr. William Robertson, our chief financial officer.
Summary Compensation Table
--------------------------------------------------------------------------------
Annual Compensation Long Term Compensation
------------------------- -----------------------
Other All
Annual Awards Payouts Other
Com- ------------- ------- Com-
pen- Restricted pen-
sa- Stock Options/ LTIP sa-
Name Title Year Salary Bonus tion Awarded SARs*(#)payouts($)tion
---- ----- ---- -------- ----- ------ ------- ------- --------- ----
Locke B. President, 2002 $9,000 0 0 0 0 0 0
Goldsmith CEO and 2001 $0 0 0 0 0 0 0
Director
William C. Secretary, 2002 $9,000 0 0 0 0 0 0
Robertson Treasurer, 2001 $0 0 0 0 0 0 0
CFO and
Director
STOCK OPTION GRANTS
We did not grant any stock options to our named executive officers during our
most recent fiscal year ended June 30, 2002. We have also not granted any stock
options to our named executive officers since June 30, 2002.
EXERCISES OF STOCK OPTIONS AND YEAR-END OPTION VALUES
No stock options were exercised by our named executive officers during the
financial year ended June 30, 2002. No stock options have been exercised by
our named executive officers since June 30, 2002.
COMPENSATION AGREEMENTS
The services of Mr. Goldsmith are provided to us pursuant to an executive
consulting agreement dated July 1, 2001. Under this agreement, Mr. Goldsmith
has supervisory responsibilities for all business, financial and managerial
affairs of Princeton Ventures and shall perform such other duties as reasonably
assigned by the board of directors. We pay Mr. Goldsmith a consulting fee $750
per month. The fee shall increase to $5,000 per month in the event it becomes
necessary for Mr. Goldsmith to devote 50% or more of his business time to fulfil
his obligations under the agreement. The term of the agreement is from July 1,
2001, to June 30, 2003.
The services of Mr. Robertson are provided to us pursuant to an executive
consulting agreement dated July 1, 2001. Under this agreement, Mr. Robertson
has responsibility for ensuring we maintain proper financial and administrative
records, supervising the conduct of our financial affairs and coordinating our
auditing requirements. We pay Mr. Robertson a consulting fee $750 per month.
The fee shall increase to $5,000 per month in the event it becomes necessary for
Mr. Robertson to devote 50% or more of his business time to fulfil his
obligations under the agreement. The term of the agreement is from July 1,
2001, to June 30, 2003.
21 of 27
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth certain information concerning the number of
shares of our common stock owned beneficially as of October 8, 2002 by: (i) each
person (including any group) known to us to own more than five percent (5%) of
any class of our voting securities, (ii) each of our directors and each of our
named executive officers, and (iii) officers and directors as a group. Unless
otherwise indicated, the shareholders listed possess sole voting and investment
power with respect to the shares shown.
Name and address Number of Shares Percentage of
Title of class of beneficial owner of Common Stock Common Stock(1)
------------ -------------------------------------------------------------
Common Stock LOCKE B. GOLDSMITH 1,500,000 shares 22.95%
Suite 304 - 595 Howe Street
Vancouver, British Columbia
Canada V6K 3M3
Director, President and
Chief Executive Officer
------------ -------------------------------------------------------------
Common Stock WILLIAM C. ROBERTSON 1,500,000 shares 22.95%
Suite 304 - 595 Howe Street
Vancouver, British Columbia
Canada V6K 3M3
Director, Secretary,
Treasurer and Chief
Financial Officer
------------ -------------------------------------------------------------
Common Stock All Officers and Directors 3,000,000 shares 45.91%
as a Group (2 persons)
------------ -------------------------------------------------------------
(1) Under Rule 13d-3, a beneficial owner of a security includes any person who,
directly or indirectly, through any contract, arrangement, understanding,
relationship, or otherwise has or shares: (i) voting power, which includes
the power to vote, or to direct the voting of shares; and (ii) investment
power, which includes the power to dispose or direct the disposition of
shares. Certain shares may be deemed to be beneficially owned by more than
one person (if, for example, persons share the power to vote or the power
to dispose of the shares). In addition, shares are deemed to be
beneficially owned by a person if the person has the right to acquire the
shares (for example, upon exercise of an option) within 60 days of the date
as of which the information is provided. In computing the percentage
ownership of any person, the amount of shares outstanding is deemed to
include the amount of shares beneficially owned by such person (and only
such person) by reason of these acquisition rights. As of October 8, 2002,
there were 6,534,000 shares of our common stock issued and outstanding.
================================================================================
CHANGE IN CONTROL
We are not aware of any arrangement that might result in a change in control in
the future.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Except as described below, none of the following parties has, since our date of
incorporation, had any material interest, direct or indirect, in any transaction
with us or in any presently proposed transaction that has or will materially
affect us:
- Any of our directors or officers;
22 of 27
- Any person proposed as a nominee for election as a director;
- Any person who beneficially owns, directly or indirectly, shares carrying
more than 10% of the voting rights attached to our outstanding shares of
common stock;
- Any of our promoters;
- Any relative or spouse of any of the foregoing persons who has the same
house as such person.
The services of Mr. Goldsmith are provided to us pursuant to an executive
consulting agreement between Mr. Goldsmith and us. We pay Mr. Goldsmith a
consulting fee of $750 per month in consideration for his providing management
and administration services to us. The consulting fee will increase to $5,000
per month in the event that Mr. Goldsmith is required to spend more than 50% of
his business time on our business. The management agreement is for a term
commencing July 1, 2001 and expiring on June 30, 2003.
The services of Mr. Robertson are provided to us pursuant to an executive
consulting agreement between Mr. Robertson and us. We pay Mr. Robertson a
consulting fee of $750 per month in consideration for his providing management
and administration services to us. The consulting fee will increase to $5,000
per month in the event that Mr. Robertson is required to spend more than 50% of
his business time on our business. The management agreement is for a term
commencing July 1, 2001 and expiring on June 30, 2003. We have prepaid Mr.
Robertson the amount of $9,000 under this consulting agreement with respect to
services to be provided from July 1, 2001 to June 30, 2002.
Mr. William Robertson advanced to us the amount of $8,880 as a shareholder's
loan during the year ended June 30, 2002. The loan is unsecured and does not
have any fixed terms of repayment.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
Exhibit
Number Description
------ --------------------
3.1 Restated Articles of Incorporation*
3.2 Amended By-Laws*
4.1 Share Certificate*
10.1 Option Agreement dated May 18, 2001 between the Company and Alan
Brent Hemingway*
10.2 Executive Consulting Agreement between the Company and Locke B.
Goldsmith dated July 1, 2001*
10.3 Executive Consulting Agreement between the Company and William
Robertson dated July 1, 2001*
10.4 Option Amendment Agreement dated November 30, 2001 between the
Company and Alan Brent Hemingway**
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***
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***
* Previously filed with the SEC on our Form SB-2 registration statement filed
on October 9, 2001
** Previously filed with the SEC on our Form SB-2/A registration statement
filed on January 14, 2002
*** Filed as an exhibit to this Annual Report on Form 10-KSB
23 of 27
(b) Reports on Form 8-K.
No Current Reports on Form 8-K were filed during the last quarter of our fiscal
year ended June 30, 2002. No Current Reports on Form 8-K have been filed since
June 30, 2002.
24 of 27
PRINCETON VENTURES INC.
(An Exploration Stage Company)
FINANCIAL STATEMENTS
JUNE 30, 2002 AND 2001
(Stated in U.S. Dollars)
MORGAN & COMPANY
CHARTERED ACCOUNTANTS
AUDITORS' REPORT
To the Shareholders
Princeton Ventures Inc.
(An exploration stage company)
We have audited the balance sheets of Princeton Ventures Inc. (an exploration
stage company) as at June 30, 2002 and 2001, and the statements of loss and
deficit accumulated during the exploration stage, cash flows, and stockholders'
equity for the year ended June 30, 2002, for the period from May 10, 2001 to
June 30, 2001, and for the period from May 10, 2001 (date of inception) to June
30, 2002. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with United States of America generally
accepted auditing standards. Those standards require that we plan and perform
an audit to obtain reasonable assurance 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. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, these financial statements present fairly, in all material
respects, the financial position of the Company as at June 30, 2002 and 2001,
and the results of its operations and cash flows for the year ended June 30,
2002, for the period from May 10, 2001 to June 30, 2001, and for the period from
May 10, 2001 (date of inception) to June 30, 2002 in accordance with United
States of America generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in to Note 1 to the financial
statements, the Company incurred a net loss of $85,115 since inception, has not
attained profitable operations and is dependent upon obtaining adequate
financing to fulfil its exploration activities. These factors raise substantial
doubt that the Company will be able to continue as a going concern.
Management's plans in regard to these matters are discussed in Note 1. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
Vancouver, Canada /s/ Morgan & Company
July 25, 2002 Chartered Accountants
Tel: (604) 687-5841 Member of P.O. Box 10007 Pacific Centre
Fax: (604) 687-0075 ACPA Suite 1488-700 West Georgia St.
www.morgan-cas.com International Vancouver, B.C. V7Y1A1
PRINCETON VENTURES INC.
(An Exploration Stage Company)
BALANCE SHEETS
(Stated in U.S. Dollars)
----------------------------------------------------
JUNE 30
2002 2001
----------------------------------------------------
ASSETS
Current
Cash $ 297 $ 31,853
Prepaid expenses - 9,000
--------- ---------
297 40,853
Mineral Property Interest
(Note 3) - -
====================================================
$ 297 $ 40,853
LIABILITIES
Current
Accounts payable $ 15,572 $ 1,423
Loans payable 8,880 -
--------- ---------
24,452 1,423
--------- ---------
SHAREHOLDER'S EQUITY
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 June 30, 2002 and
6,204,000 common shares
at June 30, 2001 6,534 6,204
Additional paid-in capital 54,426 44,856
Deficit Accumulated During
The Exploration Stage (85,115) (11,630)
--------- ---------
(24,155) 39,430
--------- ---------
$ 297 $ 40,853
====================================================
PRINCETON VENTURES INC.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS AND DEFICIT
(Stated in U.S. Dollars)
----------------------------------------------------------------
PERIOD PERIOD
FROM FROM
INCEPTION INCEPTION
YEAR MAY 10 MAY 10
ENDED 2001 TO 2001 TO
JUNE 30 JUNE 30 JUNE 30
2002 2001 2002
----------------------------------------------------------------
Expenses
Mineral property
option payments $ - $ 1,075 $ 1,075
Administrative expense - 7,962 7,962
Professional fees 39,815 - 39,815
Consulting services 26,625 - 26,625
Transfer fees 1,255 - 1,255
Office and sundry 1,282 620 1,902
Exploration expenses 4,508 1,973 6,481
---------------------------------
Net Loss For The Year 73,485 11,630 85,115
Deficit Accumulated During
The Exploration Stage,
Beginning Of Year 11,630 - -
---------------------------------
Deficit Accumulated During
The Exploration Stage,
End Of Year $ 85,115 $ 11,630 $ 85,115
=============================================================
Basic And Diluted
Loss Per Share $ 0.01 $ 0.01
===================================================
Weighted Average
Number Of Shares
Outstanding 6,511,397 3,087,333
===================================================
PRINCETON VENTURES INC.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(Stated in U.S. Dollars)
----------------------------------------------------------------
PERIOD PERIOD
FROM FROM
INCEPTION INCEPTION
YEAR MAY 10 MAY 10
ENDED 2001 TO 2001 TO
JUNE 30 JUNE 30 JUNE 30
2002 2001 2002
----------------------------------------------------------------
Cash Flows From Operating
Activities
Net loss for the year $(73,485) $(11,630) $(85,115)
Adjustments To Reconcile
Net Loss To Net Cash
Used By Operating Activities
Stock issued for other than cash - 75 75
Change in prepaid expenses 9,000 (9,000) -
Change in accounts payable 14,149 1,423 15,572
--------------------------------
(50,336) (19,132) (69,468)
--------------------------------
Cash Flows From Financing
Activities
Issue of share capital 9,900 50,985 60,885
Loans payable 8,880 - 8,880
--------------------------------
18,780 50,985 69,765
--------------------------------
Increase (Decrease) In Cash (31,556) 31,853 297
Cash, Beginning Of Year 31,853 - -
--------------------------------
Cash, End Of Year $ 297 $ 31,853 $ 297
=================================================================
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
JUNE 30, 2002
(Stated in U.S. Dollars)
COMMON STOCK DEFICIT
----------------------------- ACCUMULATED
DURING
NUMBER OF ADDITIONAL 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)
=================================================
PRINCETON VENTURES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2002 AND 2001
(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 $85,115 for the period from May 16, 2001 (inception) to June 30,
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.
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:
PRINCETON VENTURES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2002 AND 2001
(Stated in U.S. Dollars)
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
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
JUNE 30, 2002 AND 2001
(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 December 31,
2003;
iii) incur an aggregate of $135,000 on exploration expenditures, comprising
$5,000 by June 30, 2002, $10,000 on or before December 31, 2002, and
$120,000 on or before December 31, 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
JUNE 30, 2002 AND 2001
(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 year ended June 30, 2002, the Company paid $18,000 (2001 - $Nil)
in consulting fees to two directors pursuant to the agreements referred to
Note 5.
b. As at June 30, 2002, loans payable in the amount of $8,880 (2001-$0) were
owing to a director.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
PRINCETON VENTURES, INC.
By: /s/ LOCKE B. GOLDSMITH
___________________________________
LOCKE B. GOLDSMITH, President and
Chief Executive Officer Director
Date: October 9, 2002
In accordance with the Securities Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.
By: /s/ LOCKE B. GOLDSMITH
___________________________________
LOCKE B. GOLDSMITH, President and
Chief Executive Officer
(Principal Executive Officer)
Director
Date: October 9, 2002
By: /s/ WILLIAM C. ROBERTSON
___________________________________
WILLIAM C. ROBERTSON, Secretary,
Treasurer and Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
Director
Date: October 9, 2002
CERTIFICATIONS
I, LOCKE B. GOLDSMITH, President and Chief Executive Officer, certify that;
1. I have reviewed this annual report on Form10-KSB of Princeton Ventures,
Inc.;
2. Based on my knowledge, this annual 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 annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual report;
Date: October 9, 2002 /s/ LOCKE B. GOLDSMITH
___________________________________
(Signature)
President and Chief Executive Officer
___________________________________
(Title)
CERTIFICATIONS
I, WILLIAM C. ROBERTSON, Secretary, Treasurer and Chief Financial Officer,
certify that;
1. I have reviewed this annual report on Form10-KSB of Princeton Ventures,
Inc.;
2. Based on my knowledge, this annual 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 annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual report;
Date: October 9, 2002 /s/ WILLIAM C. ROBERTSON
___________________________________
(Signature)
Secretary, Treasurer and Chief Financial
Officer
___________________________________
(Title)