UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-QSB/A

X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended September 30, 2005

_ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to _____

PRINCETON ACQUISITIONS, INC.

(Name of small business in its charter)

Colorado	2-99174-D		84-0991764
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification Number)
4105 E. Florida Avenue, Suite 100 Denver, Colorado		80222
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (303) 756-8583

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities 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

Applicable only to issuers involved in bankruptcy proceedings during the past five years:

Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes   No  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)  Yes __ No X

Applicable only to corporate issuers:

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 58,563,900 as of September 30, 2005.

Transitional Small Business Disclosure Format (Check one):  Yes __ No X

1

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS AND EXHIBITS

(a) The unaudited financial statements of registrant as of and for the period ending September 30, 2005 follow.

PRINCETON ACQUISITIONS, INC.

 (A Development Stage Enterprise)

FINANCIAL STATEMENTS

Quarter Ended September 30, 2005

INDEX TO FINANCIAL STATEMENTS:
Balance Sheet	3
Statements of Loss and Accumulated Deficit	4
Statement of Stockholders’ Equity	5
Statements of Cash Flows	6
Notes to Financial Statements	7

2

 PRINCETON ACQUISITIONS, INC.

 (A Development Stage Enterprise)

BALANCE SHEET

 (Unaudited)

			September		September
			30, 2005		30, 2004
			(unaudited)		(unaudited)
	ASSETS
CURRENT ASSETS
Cash			-		-
Total current assets			-		-
Other Assets
Deferred offering costs (Note 1)			11,691		11,691
Total other assets			11,691		11,691
	Total assets	$	11,691	$	11,691
	LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Due to stockholders (Note 4)		$	40,717	$	0
	Total current liabilities		40,717		0
STOCKHOLDERS' EQUITY
Common stock, par value $.001 per share; 100,000,000
shares authorized;58,563,900 shares
issued and outstanding (Note 1)			47,426		36,288
Additional paid in capital			81,002		81,002
Deficit accumulated during the development stage			(157,454)		(105,599)
Total stockholders' equity			(29,026)		11,691
	Total liabilities and stockholders' equity	$	11,691	$	11,691

The accompanying notes are an integral part of the financial statements.

3

 PRINCETON ACQUISITIONS, INC.

(A Development Stage Enterprise)

STATEMENTS OF LOSS AND ACCUMULATED DEFICIT

For the period from inception (July 10, 1985) to September 30, 2005

			Cumulative		Three Months		Three Months
			During		Ended		Ended
			Development		30-Sep-05		30-Sep-04
			Stage
Revenue
Interest Income		$	29
	Total revenue		29
Other expense
Amortization			900
Accounting			14,200		200
Legal			34,817
Transfer fees			2,200		650
Filing fees			472
Postage			135
General and administrative			104,759
	Total expense		157,483		850		0
	NET LOSS		(157,454)		(850)		0
Accumulated deficit
Balance, beginning of period			-		(156,604)		(105,599)
Balance, end of period		$	(157,454)		(157,454)		(105,599)
Loss per share		$	(Nil)	$	(Nil)	$	(Nil)
Shares outstanding			58,563,900		58,563,900		36,287,500

The accompanying notes are an integral part of the financial statements.

4

PRINCETON ACQUISITIONS, INC.

(A Development Stage Enterprise)

STATEMENT OF STOCKHOLDERS' EQUITY

										Total
		Common stock				Additional		Accumu-		stock-
		Number				paid in		lated		holders'
		of shares		Amount		Capital		deficit		equity
Balance, July 10, 1985		-	$	-	$		$	-	$	-
Issuance of stock for cash
	July 15, 1985 ($.001 per share)	4,800,000		4,800		2,200		-		7,000
Issuance of stock for cash
	June 30, 1985 ($.001 per share)	31,487,500		31,488		78,802		-		110,290
Net loss for the period inception
to June 30, 1986		-		-		-		(105,599)		(105,599)
Balance, June 30, 1996		36,287,500	$	36,288	$	81,002	$	(105,599)	$	11,691
Net loss for the year ended June 30, 1987								0	$	0
Balance, June 30, 1987		36,287,500	$	36,288	$	81,002	$	(105,599)	$	11,691
Net loss for the year ended June 30, 1988								0		0
Balance, June 30, 1988		36,287,500	$	36,288	$	81,002	$	(105,599)	$	11,691
Net loss for the year ended June 30, 1989								0		0
Balance, June 30, 1989		36,287,500	$	36,288	$	81,002	$	(105,599)	$	11,691
Net loss for the year ended June 30, 1990								0		0
Balance, June 30, 1990		36,287,500	$	36,288	$	81,002	$	(105,599)	$	11,691
Net loss for the year ended June 30, 1991								0		0
Balance, June 30, 1991		36,287,500	$	36,288	$	81,002	$	(105,599)	$	11,691
Net loss from June 30, 1992 through the year ended June 30, 2004								0		0
Balance, June 30, 2004		36,287,500	$	36,288	$	81,002	$	(105,599)	$	11,691
Issuance of stock		22,276,400		11,138						11,138
Net loss for the year ended June 30, 1995								(51,005)		(51,005)
Balance, June 30, 2005		58,563,900	$	47,426	$	81,002	$	(156,604)	$	(28,176)

5

Net loss for the three months ended September 30, 2005							(850)		(850)
Balance, September 30, 2005	58,563,900	$	47,426	$	81,002	$	(157,454)	$	(29,026)

The accompanying notes are an integral part of the financial statements.

6

PRINCETON ACQUISITIONS, INC.

 (A Development Stage Enterprise)

STATEMENTS OF CASH FLOWS

 (Unaudited)

				Cumulative
				During		Three Months		Three Months
				Development		Ended		Ended
				Stage		30-Sep-05		30-Sep-04
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss			$	(157,454)	$	(850)	$	0
Add non-cash items:
	Organizational cost amortization			900		-		-
	Organizational cost amortization					-		-
	Increase in organizational cost					-		-
		Cash used in operations		(156,554)		(850)		0
CASH FLOWS FROM FINANCING ACTIVITIES
	Proceeds from issuance of common stock			127,528		.		-
	Due to stockholders			40,717		850
	Offering costs			(11,691)		-
		Cash provided by financing activities		156,554		850		0
Net increase (decreease) in cash				-		-		-
Cash, beginning of periods				-		-		-
Cash, end of periods			$	-		-		-

The accompanying notes are an integral part of the financial statements.

7

PRINCETON ACQUISITIONS, INC.

(A Development Stage Enterprise)

NOTES TO FINANCIAL STATEMENTS

 (Unaudited)

1.

 Summary of significant accounting policies

  Organization

Princeton Acquisitions, Inc. (the “Company”) was organized under the laws of the State of Colorado on July 10, 1985, for the purpose of evaluating and seeking merger candidates.  The Company is currently considered to be in the development stage as more fully defined in the Financial Accounting Standards Board Statement No. 7.  The Company has engaged in limited activities, but has not generated significant revenues to date.  The Company is currently seeking business opportunities.

Accounting methods

The Company records income and expenses on the accrual method.

Fiscal year

The Company has selected June 30 as its fiscal year.

Deferred offering cost

Costs associated with any public offering were charged to proceeds of the offering.

Loss per share

All stock outstanding prior to the public offering had been issued at prices substantially less than that which was paid for the stock in the public offering.  Accordingly, for the purpose of the loss per share calculation, shares outstanding at the end of the period were considered to be outstanding during the entire period.

2.

Income taxes

Since its inception, the Company has incurred a net operating loss.  Accordingly, no provision has been made for income taxes.

3.

Management representation

For the period ended September 30, 2005 management represents that all adjustments necessary to a fair statement of the results for the period have been included and such adjustments are of a normal and recurring nature.

4.

Going concern

The company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern.

8

Princeton Acquisitions, Inc.

(A Development Stage Enterprise)

NOTES TO FINANCIAL STATEMENTS

5.

Due to stockholders

During the three months ended September 30, 2005, advances totalling $40,717 were made to the Company by stockholders. The total amount since inception totals $40,717.  There are no specific repayment terms and no interest is charged.

9

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this report, including statements in the following discussion which are not statements of historical fact, are what are known as “forward looking statements,” which are basically statements about the future.  For that reason, these statements involve risk and uncertainty since no one can accurately predict the future.  Words such as “plans,” “intends,” “will,” “hopes,” “seeks,” “anticipates,” “expects” and the like often identify such forward looking statements, but are not the only indication that a statement is a forward looking statement.  Such forward looking statements include statements concerning our plans and objectives with respect to the present and future operations of the Company, and statements which express or imply that such present and future operations will or may produce revenues, income or profits.  Numerous factors and future events could cause the Company to change such plans and objectives or fail to successfully implement such plans or achieve such objectives, or cause such present and future operations to fail to produce revenues, income or profits. Therefore, the reader is advised that the following discussion should be considered in light of the discussion of risks and other factors contained in this report on Form 10-QSB and in the Company’s other filings with the Securities and Exchange Commission.  No statements contained in the following discussion should be construed as a guarantee or assurance of future performance or future results.   

Liquidity and Capital Resources

As of September 30, 2005, the Company remains in the development stage.  For the period ended September 30, 2005, the Company’s balance sheet reflects total assets of $11,691, and total current liabilities of $40,717, which is an amount due to a shareholder who has paid professional fees incident to maintaining corporate existence on the Company’s behalf.  There are no specific repayment terms and no interest is charged.

The Company does not have sufficient assets or capital resources to pay its on-going expenses while it is seeking out business opportunities, and it has no current plans to raise additional capital through sale of securities.  As a result, although the Company has no agreement in place with its shareholders or other persons to pay expenses on its behalf, it is anticipated that the Company will continue to rely on its majority shareholders to pay expenses on its behalf at least until it is able to consummate a business transaction.

Results of Operations

During the period from July 10, 1985 (inception) through September 30, 2005, the Company has engaged in no significant operations other than organizational activities, acquisition of capital and preparation and filing of its registration statement on Form 10-SB under the Securities Exchange Act of 1934, as amended, compliance with its periodical reporting requirements and initial efforts to locate a suitable merger or acquisition candidate.  No revenues were received by the Company during this period.

10

The Company experienced a net loss of $850 for the three-month period ended September 30, 2005, as a result of expenses incurred to maintain its corporate existence and comply with SEC reporting requirements. The Company does not expect to generate any revenue until it completes a business combination, but will continue to incur legal and accounting fees and other costs associated with compliance with its reporting obligations. As a result, the Company expects that it will continue to incur losses each quarter at least until it has completed a business combination.  Depending upon the performance of any acquired business, the Company may continue to operate at a loss even following completion of a business combination.

Plan of Operations

For the fiscal year ending June 30, 2006, and for the succeeding twelve months, the Company expects to continue its efforts to locate a suitable business acquisition candidate and thereafter to complete a business acquisition transaction.  The Company anticipates incurring a loss for the fiscal year as a result of expenses associated with compliance with the reporting requirements of the Securities Exchange Act of 1934, and expenses associated with locating and evaluating acquisition candidates. The Company does not expect to generate revenues until it completes a business acquisition, and, depending upon the performance of the acquired business, it may also continue to operate at a loss after completion of a business combination

Need for Additional Financing

The Company will require additional capital in order to pay the costs associated with carrying out its plan of operations and the costs of compliance with its continuing reporting obligations under the Securities Exchange Act of 1934, as amended, for the fiscal year ending June 30, 2006 and thereafter.  This additional capital will be required whether or not the Company is able to complete a business combination transaction during the current fiscal year.  Furthermore, once a business combination is completed, the Company’s needs for additional financing are likely to increase substantially.

No specific commitments to provide additional funds have been made by management or other stockholders, and the Company has no current plans, proposals, arrangements or understandings to raise additional capital through the sale or issuance of additional securities prior to the location of a merger or acquisition candidate.  Accordingly, there can be no assurance that any additional funds will be available to the Company to allow it to cover its expenses.  Notwithstanding the foregoing, however, to the extent that additional funds are required, the Company anticipates that it will either continue to rely on its majority shareholder to pay expenses on its behalf, or it will seek to raise capital through the private placement of restricted securities. In addition, in order to minimize the amount of additional cash which is required in order to carry out its business plan, the Company might seek to compensate certain service providers by issuances of stock in lieu of cash.

ITEM 3.

CONTROLS AND PROCEDURES

The Company's Chief Executive Officer and Chief Financial Officer (or those persons performing similar functions), after evaluating the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as amended) as of a date within 90 days before the filing date of this quarterly report (the "Evaluation Date"), have concluded that, as of the Evaluation Date, the

11

Company's disclosure controls and procedures were effective to ensure the timely collection, evaluation and disclosure of information relating to the Company that would potentially be subject to disclosure under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. There were no significant changes in the Company's internal controls or in other factors that could significantly affect the internal controls subsequent to the Evaluation Date.

PART II - OTHER INFORMATION

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.

DEFAULT UPON SENIOR SECURITIES

None.

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SCURITY HOLDERS

None.

ITEM 5.

OTHER INFORMATION.

None.

ITEM 6.

EXHIBITS.

The following exhibits are filed herewith:

31.1

Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended.

32.1

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

12

SIGNATURE

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

PRINCETON ACQUISITIONS, INC.

By: /s/ Fred Mahlke, President, Chief Financial Officer and Director

Date:  November 14, 2005

13