-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q1U1v9f30XghLvNVm+YCwoETetXsSIjQyKnqU6avgQS8wMXssXJFX0ku/IEwb6zs 9jtRh6HOS5i9VKa2zZrsow== 0000950147-01-501572.txt : 20010907 0000950147-01-501572.hdr.sgml : 20010907 ACCESSION NUMBER: 0000950147-01-501572 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20010424 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20010906 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRINCETON MINING CO CENTRAL INDEX KEY: 0000080327 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS METAL ORES [1090] IRS NUMBER: 826008727 STATE OF INCORPORATION: ID FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-04026 FILM NUMBER: 1731764 BUSINESS ADDRESS: STREET 1: 111 SOUTH MAIN STREET SUITE 127 CITY: GRAPEVINE STATE: TX ZIP: 83873 BUSINESS PHONE: 8174105762 MAIL ADDRESS: STREET 1: 413 CEDAR ST STREET 2: PO BOX 469 CITY: WALLACE STATE: ID ZIP: 83873 8-K/A 1 e7439.txt AMENDMENT NO. 1 TO CURRENT REPORT ON FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act o f 1934 April 24, 2001 Date of Report (Date of earliest event reported) PRINCETON MINING COMPANY (Exact name of registrant as specified in its charter) Idaho 001-04026 82-6008727 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 1111 South Main, Suite 127, Grapevine, TX 76051 (Address of principal executive offices) (817) 410-5762 (Registrant's telephone number) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On April 24, 2001, Princeton Mining Company ("Princeton") acquired 100% of the issued and outstanding shares of Brittany Enterprises, Inc. ("Brittany") in consideration for 18,000,000 newly issued common shares of Princeton. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED The audited financial statement of Brittany Enterprises, Inc. at March 31, 2001 together with the audit report of Stephen P. Higgins, CPA, dated August 28, 2001 is attached hereto as Exhibit 99.1. (b) PRO FORMA FINANCIAL INFORMATION On April 24, 2001, Princeton acquired 100% of the issued and outstanding shares of Brittany in consideration for 18,000,000 newly issued common shares of Princeton. For accounting purposes, the acquisition will be treated as the acquisition of Brittany by Princeton with Brittany as the acquirer (reverse acquisition). The pro forma exhibits include a pro forma combining consolidated balance sheet as of March 31, 2001 that reflects the effects of the acquisition as if it had occurred on that date. In addition, a combining pro forma consolidated statement of operations for the year ended December 31, 2000 and the three months ended March 31, 2001 reflect the acquisition on a pro forma basis as if the transaction had occurred at the beginning of the periods. (c) EXHIBITS 99.1 Audited financial statement of Brittany Enterprises, Inc., at March 31, 2001. 99.2 Pro forma combined balance sheet as of March 31, 2001. 99.3 Proforma combined statement of operations for the year ended December 31, 2000. 99.4 Pro forma combined statement of operations for the three months ended March 31, 2001. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PRINCETON MINING COMPANY By /s/ Randy Howell ----------------------------------- Randy Howell President Date: August 29, 2001 3 EXHIBITS Exhibit Number Description ------ ----------- 99.1 Audited financial statement of Brittany Enterprises, Inc., at March 31, 2001. 99.2 Pro forma combined balance sheet as of March 31, 2001. 99.3 Proforma combined statement of operations for the year ended December 31, 2000. 99.4 Pro forma combined statement of operations for the three months ended March 31, 2001. EX-99.1 3 ex99-1.txt AUDITED FINANCIAL STATEMENT AS OF 3/31/01 Exhibit 99.1 STEPHEN P. HIGGINS, CPA 67 Dumbarton Drive Huntington, NY 11743 INDEPENDENT AUDITOR'S REPORT Board of Directors Brittany Enterprises, Inc. We have audited the accompanying balance sheet of Brittany Enterprises, Inc. as of March 31, 2001. This financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. 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, the balance sheet referred to above presents fairly, in all material respects, the financial position of Brittany Enterprises, Inc. at March 31, 2001 in conformity with accounting principles generally accepted in the United States of America. /s/ Stephen P. Higgins August 28, 2001 Huntington, New York 1 BRITTANY ENTERPRISES, INC. Balance Sheet March 31, 2001 ASSETS Real estate $46,394 ------- Total assets $46,394 ======= LIABILITIES AND STOCKHOLDER'S EQUITY CURRENT LIABILITIES: Note payable $36,394 ------- Current liabilities 36,394 STOCKHOLDER'S EQUITY: Common stock, $.001 par value, 100,000,000 shares authorized; 2,000,000 shares issued and outstanding 2,000 Additional paid-in capital 8,000 ------- Total stockholder's equity 10,000 ------- Total liabilities and stockholder's equity $46,394 ======= See accompanying notes to financial statement. 2 BRITTANY ENTERPRISES, INC. Notes to Financial Statement (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) DESCRIPTION OF BUSINESS Brittany Enterprises, Inc. ("the Company") was formed on October 29, 1998 under the laws of the state of Nevada. The Company remained inactive until March 30, 2001 at which time it acquired two condominium units that are located in Dallas, Texas, which the Company intends to continue leasing. (b) MANAGEMENT ESTIMATES The process of preparing a financial statement in conformity with generally accepted accounting principles requires the use of estimates and assumptions regarding certain types of assets and liabilities. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statement. Accordingly, upon settlement, actual results could differ from those estimated amounts. (c) PROPERTY AND EQUIPMENT Depreciation of residential rental property is computed on the straight-line method with a life of 27.5 years. (2) RELATED PARTY TRANSACTION On March 30, 2001, the Company issued 2,000,000 shares of its common stock and assumed debt in the amount of $36,394 to acquire two condominium units located in Dallas, Texas. The real estate was recorded at $46,394, its approximate depreciated cost to the sole shareholder of the Company. (3) NOTE PAYABLE As a part of the transaction described above, the Company assumed debt in the amount of $36,394 which is due on demand with interest at 10%. (4) SUBSEQUENT EVENT On April 24, 2001 the Company's sole shareholder exchanged his 2,000,000-share investment in the Company's common stock for 18,000,000 shares of the common stock of Princeton Mining Company ("Princeton"), an Idaho corporation. Consequently, the Company became a wholly owned subsidiary of Princeton, a publicly traded company. The former sole shareholder of the Company owned 65.29% of Princeton after the transaction. For accounting purposes, the acquisition will be treated as the acquisition of the Company by Princeton with the Company as the acquirer (reverse acquisition). 3 EX-99.2 4 ex99-2.txt PRO FORMA COMBINED BALANCE SHEET AS OF 3/31/01 EXHIBIT 99.2 PRINCETON MINING COMPANY PRO FORMA COMBINED BALANCE SHEET AS OF MARCH 31, 2001 (UNAUDITED)
PRO FORMA PRINCETON BRITTANY ADJUSTMENT DR (CR) ELIMINATION CONSOLIDATED --------- -------- ------------------ ----------- ------------ Cash 102 102 --------- ------- ---------- -------- ---------- Current assets 102 -- -- -- 102 Mineral property 2,000 2,000 Real estate 46,394 46,394 Investment in subsidiary (A) 10,000 (10,000) -- --------- ------- ---------- -------- ---------- 2,102 46,394 10,000 (10,000) 48,496 ========= ======= ========== ======== ========== Accounts payable- related party 61,500 (B) 61,500 -- Note payable 36,394 36,394 --------- ------- ---------- -------- ---------- Total liabilities 61,500 36,394 61,500 -- 36,394 Stockholders' equity (deficit): Common stock 956,914 2,000 (A) (1,800,000) 2,000 2,756,914 Common stock discount (277,635) (A) 2,528,677 (2,744,812) (B) (61,500) Additional paid in capital 8,000 8,000 -- Accumulated deficit (738,677) (A) (738,677) --------- ------- ---------- -------- ---------- (59,398) 10,000 (71,500) 10,000 12,102 --------- ------- ---------- -------- ---------- 2,102 46,394 (10,000) 10,000 48,496 ========= ======= ========== ======== ========== (A) Investment in subsidiary 10,000 Common stock discount 2,528,677 Common stock 1,800,000 Accumulated deficit 738,677 To record issuance of common stock to acquire Brittany Enterprises, Inc. as a reverse acquisition. (B) Accounts payable - related party 61,500 Common stock discount 61,500 To record debt cancelled by related party.
EX-99.3 5 ex99-3.txt PRO FORMA STMT OF OPERATIONS FTYE 12/31/00 EXHIBIT 99.3 PRINCETON MINING COMPANY Pro Forma Combined Consolidated Statement of Operations For the Year Ended December 31, 2000 (Unaudited)
PRINCETON BRITTANY PRO FORMA PRO FORMA HISTORICAL HISTORICAL ADJUSTMENTS COMBINED ---------- ---------- ----------- -------- Revenues $ -- $ -- (A) $ 11,100 $ 11,100 ----------- ----------- ------------ ------------ Operating expenses 750 -- (A) 6,418 7,168 General and administrative 19,492 -- (A) 1,110 20,602 ----------- ----------- ------------ ------------ 20,242 -- 7,528 27,770 ----------- ----------- ------------ ------------ Loss from operations (20,242) -- 3,572 (16,670) ----------- ----------- ------------ ------------ Other expense: Interest expense 3,606 -- (A) 3,639 7,245 Write-down of mineral property 8,000 -- -- 8,000 ----------- ----------- ------------ ------------ 11,606 -- 3,639 15,245 ----------- ----------- ------------ ------------ Net loss (31,848) -- (67) (31,915) =========== =========== ============ ============ Net loss per share, basic and diluted $ (0.00) $ -- $ (0.00) $ (0.00) =========== =========== ============ ============ Weighted average common shares outstanding, basic and diluted 9,569,140 18,000,000 27,569,140 =========== ============ ============
(A) Brittany did not have prior operations, accordingly, the pro forma amounts are all estimates based upon current leases and agreements. EX-99.4 6 ex99-4.txt PRO FORMA COMB STMT OF OPERATIONS FTQE 3/31/01 EXHIBIT 99.4 PRINCETON MINING COMPANY Pro Forma Combined Consolidated Statement of Operations For the Three Months Ended March 31, 2001 (Unaudited)
PRINCETON BRITTANY PRO FORMA PRO FORMA HISTORICAL HISTORICAL ADJUSTMENTS COMBINED ---------- ---------- ----------- -------- Revenues $ -- $ -- (A) $ 2,775 $ 2,775 ----------- ------ ------------ ------------ Operating expenses 750 -- (A) 1,605 2,355 General and administrative 19,492 -- (A) 278 19,770 ----------- ------ ------------ ------------ 20,242 -- 1,883 22,125 ----------- ------ ------------ ------------ Loss from operations (20,242) -- 892 (19,350) ----------- ------ ------------ ------------ Other expense: Interest expense 3,606 -- (A) 910 4,516 Write-down of mineral property 8,000 -- 8,000 ----------- ------ ------------ ------------ 11,606 -- 910 12,516 ----------- ------ ------------ ------------ Net loss (31,848) -- (18) (31,866) =========== ====== ============ ============ Net loss per share, basic and diluted $ (0.00) $ -- $ (0.00) $ (0.00) =========== ====== ============ ============ Weighted average common shares outstanding, basic and diluted 9,569,140 18,000,000 27,569,140 =========== ============ ============
(A) Brittany did not have prior operations, accordingly, the pro forma amounts are all estimates based upon current leases and agreements. -----END PRIVACY-ENHANCED MESSAGE-----