PRINCETON ELECTRONIC PRODUCTS INC
10QSB, 1995-10-13
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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                     SECURITIES & EXCHANGE COMMISSION
                          Washington, D. C. 20549

                                FORM 10-QSB



                QUARTER REPORT UNDER SECTION 13 OR 15(D)
                 OF THE SECURITIES EXCHANGE ACT OF 1934
                               (Unaudited)


For the Quarter Ended
August 31, 1995                                  Commission File No. 0-5141


                    PRINCETON ELECTRONIC PRODUCTS, INC.
          (Exact name of registrant as specified in its charter)


          New Jersey                              22-1848644 
     

(State or other jurisdiction of                         (IRS Employer Iden-
incorporation or organization)                           tification Number)
          


          2222 East Camelback Road, Suite 200, Phoenix, AZ 85016
                 (Address of principal executive offices)            


                              (602) 954 2600
           (Registrant's telephone number, including area code)

- -----------------------------------------------------------------
(Former name, former address and former fiscal year, if changed
since last report.)

Indicate by check mark whether the Registrant (l) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for  the past 90 days.   Yes(X)   No( )

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the close of the period covered by
this report.
                                14,981,622



           PRINCETON ELECTRONIC PRODUCTS, INC. AND SUBSIDIARIES

                   CONDENSED CONSOLIDATED BALANCE SHEETS

                                           Unaudited     Audited
                                                 Q/E         Y/E
                                             8/31/95     5/31/95
CURRENT ASSETS                            ----------  ----------
   Cash                                    $   1,505   $  49,057
   Available for securities                  279,779     245,079
   Accounts Receivable:
      -Hair Care Division                     55,274     118,719
   Notes receivable:
      -Related Parties, Officers              45,000      45,000
   Inventory 
      -Hair Care Division                    135,027      97,082
   Prepaid Expenses                           87,015      69,444
   Investment in Commission Contract Current  11,380      11,380
                                           ---------   ---------
TOTAL CURRENT ASSETS                        $614,980    $635,761
                                           ---------   ---------
   Note receivable - affiliate               286,765     286,765
   Note Receivable - Hair Care Division      125,000     125,000
   Note Receivable - Officers                144,000     144,000

   Officers' & Stockholders' Adv             468,906     398,906

   Property & equipment (Net)              1,489,422   1,495,703

   Investment in Restricted Securities       250,000     250,000
   Investment in Real Estate                 225,000     225,000
   Investment in Commission Contract
      Long Term                              172,925     112,436
   Goodwill                                              130,500   130,500
   Deposits                                               28,090    37,449
                                           ---------   ---------
TOTAL ASSETS                              $3,935,588  $3,841,520
                                          ==========  ==========
















           PRINCETON ELECTRONIC PRODUCTS, INC. AND SUBSIDIARIES

              CONDENSED CONSOLIDATED BALANCE SHEETS (Cont'd.)

                                           Unaudited     Audited
                                                 Q/E         Y/E
                                             8/31/95     5/31/95
CURRENT LIABILITIES                     -----------  -----------
- --------------------
Long term debt - current portion         $  322,574  $  519,893 
Accrued expenses                            492,293     210,219 
Accrued interest and real estate taxes       22,339      22,339 
Payroll & sales taxes payable                 1,230       1,555 
Deferred Revenue                             68,750      68,750 
                                          ---------   --------- 
Total Current Liabilities                $  907,186  $  822,756 
                                          ---------   --------- 
Long Term Debt                           $1,229,522  $1,041,747 
Long Term Debt-Note #1                      367,901           0 
                                          ---------   --------- 
                                         $1,597,423  $1,041,747 
                                          ---------   --------- 
Stockholders' equity:
Preferred stock, no par value:          
   2,342,900 shares authorized,      
   convertible into 1 share of common               
   1,893,321 issued & outstanding         2,316,119   2,316,119 

Common stock, no par value, 
   15,000,000 shares authorized,
   15,792,192 issued & outstanding        9,346,049   9,346,049 

Additional paid in capital                5,282,205   5,282,205 

Accumulated deficit                     (13,714,144)(13,501,607)
                                         ----------  ---------- 
                                          3,230,229   3,442,766 
  
Unrealized Income (Loss) on available-
for sale securities                      (1,454,517) (1,488,917)

Treasury stock                             (344,733)   (344,733)
                                         ----------  ---------- 
Net stockholders' equity                 $1,430,979  $1,609,116 
                                         ----------  ---------- 
TOTAL LIABILITY & 
STOCKHOLDERS EQUITY                      $3,935,588  $3,473,619 
                                        =========== =========== 

Note #1: Reclassed Notes Long Term Portion




           PRINCETON ELECTRONIC PRODUCTS, INC. AND SUBSIDIARIES

      UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)   
           

                                            3 months    3 months
                                               ended       ended
                                             8/31/95     8/31/94
REVENUES
- ------------
Rental                                      167,665      61,198 
Other                                        65,399           0 
Hair Care Div                                17,272      17,900 
                                         ----------  ---------- 
TOTAL REVENUE                            $  250,336  $   79,098 
                                         ----------   --------- 
COSTS & EXPENSES:
- -----------------
C.O.S.-Hair Care Division                     1,442       4,089 
Rental Expense-Hair Care Division             6,586      13,049 
Building expenses                            95,270      82,517 
Selling, G & A                              274,839     209,187 
Selling, G & S-Hair Care Division            74,607       9,313 
                                        ----------- ----------- 
TOTAL COSTS & EXPENSES                   $  452,744  $  318,155 
                                        -----------  ---------- 
NET (LOSS) FROM OPERATIONS              ($  202,408)($  239,057)
                                        -----------           ----------- 
Other Income (Expense)
   Interest Income                                0       4,170 
   (Interest Expense)                       (10,124)    (31,423)
   Other                                          0      25,822 
   Broker Dealer Recover                          0             
   Loss Net Real. Sale Sec.                       0             
                                        ----------- ----------- 
Total Other Income (Expense)              ($10,124)     ($1,431)
                                         ---------- ----------- 
Net (Loss) Before Adjustment            ($  212,532)($  240,488)
                                         ---------- ----------- 
Adjustment for Minority
Subsidiary Interest                           3,750       4,276 
                                        -----------  -----------
           
NET (LOSS)                              ($  208,782)($  236,212)
                                        =========== =========== 
NET (LOSS) PER SHARE                         (0.014)     (0.016)

WEIGHTED AVERAGE # OF SHARES
AT 8/31/95                                14,981,622
AT 8/31/94                                           14,748,671 





           PRINCETON ELECTRONIC PRODUCTS, INC. AND SUBSIDIARIES

         UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


                                            3 months    3 months
                                               ended       ended
                                             8/31/95     8/31/94
                                          ----------  ----------
Cash flow from Operating Activities:
Net Income (Loss)                       ($  212,532) ($ 240,488)
                                        ----------- ----------- 

Adjustments to reconcile net income (loss)
to net cash provided by (used in)
operating activities:

Depreciation                                 17,000      18,750 
(Increase) decrease in securities owned     (34,700)    491,648 
(Increase) decrease in accts. rec.           63,445    (255,996)
(Increase) decrease in deposits               9,359       5,000 
(Increase) decrease in ppd exp.             (17,571)          0 
(Increase) decrease in inventory            (37,945)    (57,067)
(Increase) decrease in notes rec. adv. inv.(125,408)    (95,087)
Increase (decrease) in accrued expenses     289,625    (873,792)
Increase (decrease) in property & equip      10,719             
Stock issued for services                         0       7,500 
Stock issued for investment                       0           0 
Stock issued for debt reduction                   0           0 
                                        ----------- ----------- 
Total adjustments                           174,524    (759,044)
                                        ----------- ----------- 
Net cash (used in) provided by
operating activities                    ($   38,008)($  999,532)
                                        ----------- ----------- 
Cash flow from financing activities:
(Decrease)increase in notes payable          (9,544)          0 
Proceeds from issuance of common stock            0     996,841 
                                        ----------- ----------- 
Net cash (used in) provided by
financing activities                         (9,544)    996,841 

Net (decrease) increase in cash         ($   47,552)($    2,691)

Cash beginning of period                     49,057      62,077 
                                       ------------ ----------- 
Cash end of period                           $1,505     $59,386 
                                        =========== =========== 






           PRINCETON ELECTRONIC PRODUCTS, INC. AND SUBSIDIARIES

           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                              August 31, 1995
                                (Unaudited)




NOTE 1--BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally
accepted accounting principles for interim financial information
and with the instructions to Form 10-QSB and Rule 10-01 of
Regulation SB.  Accordingly, they do not include all of the
information and footnotes required by generally accepted
accounting principles for complete financial statements.  In the
opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation
have been included.  Operating results for the three month period
ended August 31, 1995 are not necessarily indicative of the
results that may be expected for the year ended May 31, 1996. For
further information refer to the consolidated financial
statements and footnotes thereto included in the Company's annual
report on Form 10-KSB for the year ended May 31, 1995.






















                                    







                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
               FINANCIAL CONDITION AND RESULTS OF OPERATION

                    THREE MONTHS ENDED AUGUST 31, 1995



Operating Results

During fiscal quarter ended August 31, 1995, the Company had
revenues from its two divisions:  Real Estate Division and
Personal Care Division.

The Company's rental revenues increased during the quarter ended
August 31, 1995 by 273% from $61,198 during the first quarter of
fiscal year 1995 to $167,665 in the first quarter of fiscal year
1996 primarily as a result of increased rates per square foot on
leases and substantially increased leasing of available space. 
In addition, the Company acquired an additional 20,000 square
foot commercial office building which will further increase
future revenues.  since the date of this report the Company has
completed 100% leasing of its headquarters office building, which
should produce total revenues of approximately $470,000 during
the current fiscal year.  Also subsequent to the date of this
report a lease on 10,000 square feet of the Company's second
office building was signed and increased revenues will be
reported in subsequent reports.  Rental income costs have
increased with the increased occupancy of the headquarters
building and the costs of operations and acquisition of the
second building.  These costs increased by 11.5% from $82,517 in
first quarter 1995 to $95,270 for first quarter 1996.  Even with
the increased expenses the headquarters office is profitable and
will produce positive cast flow for the current fiscal year.  The
second office building is 50% occupied and will produce positive
cash from at its present occupancy.  Negotiations are underway
for leases for the balance of the unoccupied space in this
building and completions are anticipated in the current quarter.

No comparison of revenue for the personal care division is being
made.  However for this quarter ended August 31, 1995, total
revenues were $17,272.  This division has been developing new
packaging and has recently signed contracts which will produce
substantial revenues over the balance of the current fiscal year. 
Operating costs have reflected development and promotional
expenses totaling $74,607, which is not indicative of normal
costs associated with this industry.  Management expects costs to
normalize as market penetration produces sufficient sales of
product to spread these costs over significant units of product. 
Based upon analysis of the progress of the marketing effort
management does not expect significant revenues or income until
the fourth fiscal quarter of this year.

Net loss for the quarter of $208,782 was 8.8% less than the
comparable quarter in 1994.  This was due to the reduction in
interest expense, along with the increased revenues from leasing
activity in the Real Estate Division.  Although general and
administrative expense was increased 31% to $274,839 from the 1994
results of $209,187, the revenues were sufficient to reduce the
operating loss.


Liquidity and Capital Resources

The Company's current ratio (current assets divided by current
liabilities) decreased from  2.01 to 1. in August 1994 to .59 to
one as the result of use of proceeds from sale of securities to
fund operating losses in the building and personal care divisions. 

The Company's current assets decreased from $3,382,351 at August
31, 1994 to $614,980 as of August 31, 1995, primarily as a result
of the sale of the available for sale securities held by the
Company.

The Company expects that increased liquidity will be obtained in
the future from private placement of its shares, refinance of
property and merchandise sales.  However, no assurance can be made
that the Company will be successful in completing any of these
objectives.   

The Company's current portion of long term debt was reduced due to
the payment by the Company of a mortgage on its Company
headquarters of $210,000 and refinancing of the property to retire
the second mortgage of $187,500.  This financing is not expected to
have any short term impact upon the Company's liquidity or
operations.

As a result of payment of the mortgages previously referred to the
interest expense of the Company was reduced by 310% to $10,124.

The Company is continuing to develop strategies and financing to
enable its Personal Care Division to expand its market.  The
Company is expecting to increase revenues in its Real Estate
Division through active leasing of its remaining rentable space. 
Although no assurance can be given that the Company will
successfully accomplish these goals, management believes that
continued activity will result in completion of these goals.










                               FORM 10-QSB
                                    
                   PRINCETON ELECTRONIC PRODUCTS, INC.
               FOR THE THREE MONTHS ENDED AUGUST 31, 1995









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 thereunto duly authorized.


PRINCETON ELECTRONIC PRODUCTS, INC.


                                        
DALE E. EYMAN, Chairman, CEO
(Signature)

October 12, 1995                        
Date

      
       










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