UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q








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





For the
quarterly period ended June 30, 2009





[   ]
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT





For the
transition period from __________ to __________





Commission
File Number 333-141482





Princeton Security
Technologies, Inc.


(Exact
name of registrant as specified in its charter)





Nevada                                                                                                                                           20-5506885


(State or
other jurisdiction
of                                                                                                (IRS
Employer Identification No.)


incorporation
or organization)





303C College Road,
Princeton, New
Jersey                                                                      
08540


(Address
of principal executive
offices)                                                                           (Zip
Code)





609-924-7310


(Registrant’s
telephone number, including area code)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 [   ]





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).  The registrant has not been
phased into the Interactive Data reporting system.


Yes
[  ]  No  [  ]





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See definitions of “large accelerated filer,” “accelerated
filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.





Large Accelerated filer  ̈                                                                                                           Accelerated
filer  ̈


Non-accelerated filer   ̈ (Do not check if a
smaller reporting
company)                            Smaller
reporting company x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes
[  ]   No [X]





Indicate
the number of shares outstanding of each of the issuer’s classes of common
equity, as of the latest practicable date.


12,100,375 shares of $0.001
par value common stock on August 17, 2009





Transitional
Small Business Disclosure Format (Check One): Yes
[  ]    No [X]


1


Part
I - FINANCIAL INFORMATION





Item
1. Financial Statements


Princeton
Security Technologies, Inc.


FINANCIAL
STATEMENTS


(UNAUDITED)


June 30,
2009





The
financial statements included herein have been prepared by the Company, without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission.  Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted.  However, in the
opinion of management, all adjustments (which include only normal recurring
accruals) necessary to present fairly the financial position and results of
operations for the periods presented have been made.  These financial
statements should be read in conjunction with the accompanying notes, and with
the historical financial information of the Company.





2


PRINCETON
      SECURITY TECHNOLOGIES, INC.CONSOLIDATED
      BALANCE SHEETSJune
      30, 2009
            
            December
      31, 2008ASSETS
            
            (Unaudited)Current
      AssetsCash
            
            $
            36,257
            
            $
            40,490Accounts
      receivable (net of allowance for doubtful accounts of $16,426 for both
      periods)
            
            
            189,682
            
            
            119,016Other
      receivables
            
            
            36,831
            
            
            77,831Inventory
            
            
            398,226
            
            
            460,741Prepaid
      expenses
            
            
            39,588
            
            
            54,059Total
      Current Assets
            
            
            700,584
            
            
            752,137Property,
      plant & equipment (net of accumulated depreciation of $1,364,301 and
      $1,353,231 respectively)
            
            
            39,410
            
            
            50,480Deposits
            
            
            14,461
            
            
            11,450Total
      Assets
            
            $
            754,455
            
            $
            814,067LIABILITIESCurrent
      LiabilitiesAccounts
      payable and accrued liabilities
            
            $
            579,002
            
            $
            554,972Accrued
      other liabilities
            
            
            6,087
            
            
            10,185Accrued
      vacation expenses
            
            
            30,109
            
            
            25,443Deferred
      sales revenue
            
            
            116,113
            
            
            31,679Total
      Current Liabilities
            
            
            731,311
            
            
            622,279Notes
      payable
            
            
            225,652
            
            
            212,303Total
      Liabilities
            
            
            956,963
            
            
            834,582STOCKHOLDERS’ DEFICITPreferred
      stock; $.001 par value, 10,000,000 shares authorized; no shares issued and
      outstanding
            
            
            -
            
            
            -Common
      stock; $.001 par value, 90,000,000 shares authorized; 12,100,375 and
      11,781,375 shares issued and outstanding as of June 30, 2009 and December
      31, 2008, respectively
            
            
            12,100
            
            
            11,781Additional
      paid-in capital
            
            
            1,486,390
            
            
            1,406,959Retained
      earnings (deficit)
            
            
            (1,700,998)
            
            
            (1,439,255)Total
      Stockholders’ Deficit
            
            
            (202,508)
            
            
            (20,515)Total
      Liabilities and Stockholders’ Deficit
            
            $
            754,455
            
            $
            814,067The
      accompanying notes are an integral part of these unaudited consolidated
      Financial Statements.











3





PRINCETON
      SECURITY TECHNOLOGIES, INC.(UNAUDITED)
      CONSOLIDATED STATEMENTS OF OPERATIONSFor
      the Three Months Ended June 30,
            
            For
      the Six Months ended June 30,2009
            
            2008
            
            2009
            
            2008RevenuesSales
      (net of returns)
            
            $
            408,693
            
            $
            707,785
            
            $
            904,881
            
            $
            1,412,693Costs
      of goods sold
            
            
            238,899
            
            
            470,566
            
            
            534,654
            
            
            870,854Gross
      Profit
            
            
            169,794
            
            
            237,219
            
            
            370,227
            
            
            541,839ExpensesDepreciation
      and amortization
            
            
            5,490
            
            
            6,198
            
            
            11,070
            
            
            11,961Selling
      and marketing
            
            
            14,856
            
            
            64,740
            
            
            30,630
            
            
            126,678General
      and administrative
            
            
            230,440
            
            
            138,083
            
            
            366,710
            
            
            312,153Research
      and development
            
            
            108,858
            
            
            125,830
            
            
            188,601
            
            
            220,781Total
      Expenses
            
            
            359,644
            
            
            334,851
            
            
            597,011
            
            
            671,573(Loss)
      from operations
            
            
            (189,850)
            
            
            (97,632)
            
            
            (226,784)
            
            
            (129,734)Other
      income/(expenses)
            
            
            (24,409)
            
            
            (2,250)
            
            
            (34,959)
            
            
            (2,078)Provision
      for income taxes
            
            
            0
            
            
            0
            
            
            0
            
            
            0Net
      loss
            
            $
            (214,259)
            
            $
            (99,882)
            
            $
            (261,743)
            
            $
            (131,812)Net
      loss per share of common stock
            
            $
            (0.02)
            
            $
            (0.01)
            
            $
            (0.02)
            
            $
            (0.01)Weighted
      average number of common shares
            
            11,811,924
            
            
            11,781,375
            
            
            11,796,734
            
            
            11,781,375The
      accompanying notes are an integral part of these unaudited consolidated
      Financial Statements.








4


PRINCETON
      SECURITY TECHNOLOGIES, INC.(UNAUDITED)
      CONSOLIDATED STATEMENTS OF CASH FLOWSFor
      the Six Months ending June 30, 2009 and 20082009
            
            2008Cash
      flow from operating activitiesNet
      income/(loss)
            
            $
            (261,743)
            
            $
            (131,812)Depreciation
      and amortization
            
            
            11,070
            
            
            11,961Provision
      for allowance on accounts receivable
            
            
            -
            
            
            (2,231)Stock
      issued for services
            
            
            79,750
            
            
            -Change
      in non-cash working capital items:Accounts
      receivable
            
            
            (70,666)
            
            
            (105,689)Other
      receivables and deposits
            
            
            37,989
            
            
            (88,167)Inventory
            
            
            62,515
            
            
            102,210Prepaid
      expenses
            
            
            14,471
            
            
            (34,541)Accounts
      payable
            
            
            60,226
            
            
            95,705Accrued
      expenses
            
            
            (35,628)
            
            
            32,919Lines
      of credit
            
            
            13,349
            
            
            54,771Deferred
      services contracts
            
            
            -
            
            
            (583)Deferred
      sales
            
            
            84,434
            
            
            (2,991)Cash
      flow used in operating activities
            
            
            (4,233)
            
            
            (68,448)Cash
      flow provided by investing activities
            
            
            -
            
            
            -Cash
      flow provided by financing activities
            
            
            -
            
            
            -(Increase)
      decrease in cash position
            
            
            (4,233)
            
            
            (68,448)Cash
      position at beginning of period
            
            
            40,490
            
            
            81,179Cash
      position at end of period
            
            $
            36,257
            
            $
            12,731Supplemental
      disclosure of cash flow information:Cash
      paid for:Interest
            
            $
            -
            
            $
            -Income
      taxes
            
            $
            -
            
            $
            -The
      accompanying notes are an integral part of these unaudited consolidated
      Financial Statements.











5


PRINCETON
SECURITY TECHNOLOGIES, INC.


NOTES TO
(UNAUDITED) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


For the
Six Months ending June 30, 2009 and 2008








Note
1                      Organization





Princeton
Security Technologies, Inc. (the Company) was incorporated on September 8, 2006
in the State of Nevada.  The Company is the holding company of
Princeton Gamma-Tech Instruments, Inc. (PGTI). PGTI was incorporated on February
16, 2005 in the State of New Jersey. On February 19, 2005, PGTI purchased the
assets of Princeton Gamma-Tech, Inc.  This acquisition included the
assets, liabilities, operations, clients and intellectual property of Princeton
Gamma-Tech, Inc., including its wholly-owned subsidiary in the United Kingdom,
Princeton Gamma-Tech (UK) Limited.  On December 28, 2006, Princeton
Gamma-Tech (UK) Limited was sold.  The Company has elected a fiscal
year end of December 31st.





Note
2                      Business
Activity





Princeton
Gamma-Tech Instruments, Inc. is a leading supplier of X-ray and Gamma-ray
Detectors and Spectroscopy systems, portable Radioisotope Identifiers, and
portable Chemical Analyzers. The Company serves a broad customer base in
scientific research, industrial materials analysis, and Homeland Security. The
Company operates a full customer service and support program, backed by a modern
manufacturing and service facility.





Note
3                      Use
of Estimates in the preparation of the financial statements





The
preparation of the Company's financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in these financial statements and
accompanying notes. Actual results could differ from those estimates. The
interim financial information is unaudited.  Interim results are not
necessarily indicative of results of operations for the full year. The condensed
consolidated financial statements include the accounts of Princeton Security
Technologies, Inc. and subsidiary after elimination of inter-company
transactions and accounts.





Note
4                      Liquidity
and Capital Resources





We have
been able to finance our operations, capital expenditures and other liquidity
needs through our cash flows generated from operations along with cash generated
from sale of company stock.  Total cash decreased by $4,233 at June 30,
2009 to $36,257.





Note
5                      Risks Related to Our
Business





We are
currently losing money and may need additional capital to execute on our
business plan.





Currently
our operations are losing money and we have had to rely on equity investments to
fund shortfalls.  As we begin to expand our operations and commence
marketing campaigns for our recently developed products, our capital
requirements are likely to expand.  Even with the proceeds from our
recent public stock offering it is likely we will need additional capital to
remain in business.  Investors in that offering will likely suffer
further dilution if we raise additional capital and if we are unable to raise
additional capital, it is likely we would have to terminate our operations
resulting in the loss of the investors’ investments.





6


PRINCETON
SECURITY TECHNOLOGIES, INC.


NOTES TO
(UNAUDITED) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)


For the
Six Months ending June 30, 2009 and 2008








Note
6                      Limited Funds





We have
limited funds upon which to rely for adjusting to business variations and for
growing new business.  We are likely to look for new funding to assist
in the expansion of our business. If we are to grow and expand our operations,
we will need to raise significant amounts of additional
capital.  There can be no assurance we will be able to raise
additional capital and even if we are successful in raising additional capital,
that we will be able to raise capital on reasonable terms. If we do raise
capital, our existing shareholders, may incur substantial dilution.





Note
7                      Subsequent
Events





The
Company has evaluated subsequent events from the balance sheet date through
August 17, 2009 and determined there are no events to disclose.











7


Item
2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations





Special
Note Regarding Forward-Looking Statements





This
periodic report contains certain forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 with respect to the Plan
of Operations provided below, including information regarding the Company’s
financial condition, results of operations, business strategies, operating
efficiencies or synergies, competitive positions, growth opportunities, and the
plans and objectives of management. The statements made as part of the Plan of
Operations that are not historical facts are hereby identified as
"forward-looking statements."





Business of the
Company





Corporate
Information





Princeton
Security Technologies, Inc. (“Princeton” or the “Company”) a Nevada corporation
is the parent company of Princeton Gamma Tech Instruments, Inc. (“PGTI”) which
develops and manufactures detection equipment used in the homeland security and
industrial marketplaces.  When used herein Princeton or the Company
includes PGTI.   PGTI  is a Princeton, New Jersey based
corporation founded in February 2005. PGTI acquired all the business assets for
its Detector and Microanalysis systems from a subsidiary of a global stainless
steel company, Outokumpu Oyj, in February 2005. Since then, PGTI has
restructured its operation, sold its undesired Microanalysis business to a
subsidiary of Bruker Biosciences Corp., and focused its efforts towards the
detector business and its existing homeland security and industrial
marketplaces.








Products





Through
the purchase of the detector business, Princeton acquired X-ray and Gamma-ray
Detectors and Spectroscopy systems, and portable Radioisotope
Identifiers.  More importantly, we also acquired the management and
scientific teams responsible for the development of this
technology.  Currently we produce both individual detection units as
well as component parts for larger units manufactured and sold by other
companies.





The uses
for our products encompass a variety of industrial, commercial and security
concerns ranging from the homeland security need to detect concealed
radioactive material, to silicon wafer fabrication companies that use our
products and components to analyze silicon wafers for defects.





The
nature of our technology allows our products to encompass a variety of
uses.   Our products typically have three basic technologies that
can be combined to create a detection unit or system.  Each of
our products contains a sensor, electronic circuitry to process the signal from
the sensor and firmware or software to analyze and  interpret the
processed signal.  Princeton has design, development and manufacturing
capability in all three technology areas.  By focusing on these three
core competencies used in detectors and components, we are able to design
products for multiple industries and users.





As part
of our core technology, we have developed the internal capability to produce a
high purity germanium radiation sensor , Sodium Iodide and Lanthanum Bromide
scintillators, which are the  key component
in  Gamma-ray detection systems.  We do also have an
internal capability to process x-ray detectors, as well. These capabilities
allow us to compete with the limited number of companies who have the
ability to work with these types of sensors.  These sensors are
used to detect radioactive isotopes.





Currently,
our product line includes the following component and detectors:





-
            Category 1:
      Radioactive Isotope Identifier
Products.


The
current product is termed the SAM Defender.  This hand-held instrument
is a self-contained radiation detector, low-noise signal processor, and user
interface.  Our proprietary analysis software provides an intuitive
color display suitable for both First Responders as well as more technically
trained Health Physicists.  This product and product versions are
mainly used for large homeland security market applications, as well as for
environmental, industrial and medical purposes.  This product detects
neutron and gamma radiation from over 100 isotopes. The SAM Defender was
designed to meet the latest American National Standards Institute “ANSI” and
other government standards for portable radiation detection
equipment







8


We have
added a Fixed Installation unit, called Area Monitor, to our product offering.
It is being offered and used in building security applications, hospitals,
industrial applications and generally in security applications where an
identified area or facility needs to be secured.




-
            Category 2: Nuclear/
      Gamma-ray detectors and
spectrometers:


PGTI is
one of the handful of companies worldwide that manufactures High Purity
Germanium Detectors and associated electronics and software for the most
sensitive and accurate detection and analysis of radioactive samples in a
laboratory environment.  A typical application is the measurement of
very low-levels of radioisotopes in soil, water or geological samples to
determine the efficacy of radioactive waste cleanup or to conduct geophysics
research.  This type of lab-based instrumentation is also used by the
nuclear power industry for on-line monitoring.  Customers include
Federal and State governmental authorities, research laboratories and large
corporations.





-
            Category 3: X-ray
      detectors and spectrometers.


These
products address the research and industrial analysis need in the Microanalysis
or XRF market. The Microanalysis Market is the branch of industry and scientific
research that requires the non-destructive analysis of materials on a
sub-millimeter dimensional scale.





The
non-destructive testing of materials by X-ray analysis utilizes a range of
detector products from small hand-held units to large systems installed on a
Synchrotron and used for the fundamental research of materials.  PGTI
supplies both detector components as an OEM supplier and also complete X-ray
spectrometer systems.  Applications include quality control (e.g., for
Silicon wafer fabrication), fundamental material research (e.g., on a
synchrotron), and industrial control and monitoring, (e.g., engine wear
analysis). A typical application is analyzing various metals for quality or
research purposes.





Discussion and Analysis of
Financial Condition and Results of Operations





Critical Accounting Policies
and Estimates





The
preparation of financial statements and related disclosures in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the amounts
reported in the unaudited Condensed Consolidated Financial Statements and
accompanying notes.  Management bases its estimates on historical
experience and on various other assumptions that are believed to be reasonable
under the circumstances. Actual results could differ from these estimates
under different assumptions or conditions.  The Company believes
there have been no significant changes since the year ended December 31,
2008.





The
Company’s accounting policies are more fully described in Note 1 of the
consolidated financial statements.  As discussed in Note 1, the
preparation of financial statements and related disclosures in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions about the future events
that affect the amounts reported in the consolidated financial statements and
the accompanying notes. Management bases its estimates on historical experience
and on various other assumptions that are believed to be reasonable under the
circumstances.  Actual differences could differ from these estimates
under different assumptions or conditions.  The Company believes that
the following addresses the Company’s most critical accounting
policies.





We
recognize revenue in accordance with Securities and Exchange Commission Staff
Accounting Bulletin No. 104, “Revenue Recognition” (“SAB 104”).  Under
SAB 104, revenue is recognized at the point of passage to the customer of title
and risk of loss, when there is persuasive evidence of an arrangement, the sales
price is determinable, and collection of the resulting receivable is reasonably
assured.  We recognize revenue as services are provided with specific
long lead time orders.







9


Our
allowance for doubtful accounts is maintained to provide for losses arising from
customers’ inability to make required payments.  If there is
deterioration of our customers’ credit worthiness and/or there is an increase in
the length of time that the receivables are past due greater than the historical
assumptions used, additional allowances may be required. For example, at June
30, 2009, every additional one percent of our accounts receivable that becomes
uncollectible would reduce our operating income by approximately
$2,061.





We
account for income taxes in accordance with Statement of Financial Accounting
Standards No. 109, “Accounting for Income Taxes” (“SFAS No.
109”).  Under SFAS No. 109, deferred tax assets and liabilities are
measured using enacted tax rates in effect for the year in which the differences
are expected to reverse.  Deferred tax assets will be reflected on the
balance sheet when it is determined that it is more likely than not that the
asset will be realized.  A valuation allowance has currently been
recorded to reduce our deferred tax asset to $0.




Our Business
Growth




For the
quarter ended June 30, 2009 our sales decreased to $408,693 from $707,785 for
the quarter ended June 30, 2008.  Our gross profit decreased to
$169,794 compared to the same period in 2008 when gross profits were
$237,219.  Our Radioactive Isotope Identifier products sales had the
biggest sales volume of all product categories,  totaling about 46% of
the total sales; Nuclear Detectors sales was about 30% of the total sales and
X-ray Detector sales was about 24% of the total sales for the quarter ended June
30, 2009. The largest growth in the six months ended June 30, 2009, was
Radioactive Isotope Identifier Products, due to new product applications of Area
Monitor family products, which mostly addresses Homeland Security market
demand.  We anticipate growth across our product line in 2009, however
biggest growth continues to be in Radioactive Isotope Identifier Product line,
where we currently have a strong order backlog.




Results of
Operations




Total
sales decreased for the comparable quarterly periods in June 30, 2009 from
2008.  Our gross profit margins increased by 8% compared to the same
period in 2008.  Our expenses increased by $24,793 due to some one
time promotional fixed expenses of $79,750 compared to the quarter ended June
30, 2008, to $359,644 from  $334,851 for the quarter ended June 30,
2008.   As a result of lower sales revenue our net loss was
$214,259 for the quarter ended June 30, 2009 from a net loss of $99,882 for the
same period in 2008.




The
increased loss was a reflection of the lower sales revenue and increased one
time promotional expenses. We continue to invest in our research and development
activities which partially affects our ability to increase net
profit.   As we have had a chance to work on our production
efforts, we have been able to reduce cost of goods sold.  We are
hopeful, that as our R&D generates new products we will be able to increase
sales as well as improve the profitability, which can be reached with moderately
higher sales revenue.




We
anticipate general and administrative expenses to remain at present levels or
higher in the future.  General and administrative expenses increased
from $138,083 for the June 30, 2008 quarter to $230,440 for the quarter ended
June 30, 2009.  This increase reflects the above mentioned one time
promotional expenses.  We expect general and administrative expenses
to decrease in future quarters, however if the sales revenue increases we may
have to expand our operations.




Since we keep investing in
R&D and are in the initial phases of product sales for some new products, we
are hopeful sales will increase and be able to cover operating
cost.We will be dependent on sales to increase before we will
be able to cover ongoing cost.  Until we are able to increase sales,
we may have to seek additional financing to fund operations.




Seasonality and
Cyclicality




In our
business, we have experienced lower sales volume during the past years in the
beginning of the first quarter as well as summer months in
general.  We believe this trend may continue in the future, as
well.






10




Liquidity and Capital
Resources







Historically,
we have financed our working capital requirements through internally generated
funds and sales of equity and debt securities. Since inception through June 30,
2009, we raised approximately $1.486 million from the sale of equity
securities.  As we continue to expand our operations, we anticipate
seeking additional capital through the sale of equity securities.  Our
goal is to position Princeton to be able to raise larger amounts of equity
capital through the public markets or through private investments.  At
this time we do not know the extent of the overall financing we will need in the
future.  Financing will depend on how well our products are received
in the marketplace.





At June
30, 2009, we had negative working capital of ($30,727).  A component
of our current liabilities as of June 30, 2009, was our accounts payable of
$615,198.  We feel we will be able to service ongoing payables with
current revenue and existing capital.  However, our current assets
consist of only $36,257 in cash, $189,682 in accounts receivable and our
inventory is $398,226, so we will be dependent on collecting accounts receivable
and selling our inventory to cover ongoing  payables.  We
may be forced to seek additional debt or equity capital to cover any liquidity
issues that may arise as we try and increase sales and collect on accounts
receivables.




We
anticipate losses to continue for the year but to be reduced as our sales begin
to expand.  However, it is our goal to increase marketing and sales
which will require additional capital beyond any revenue anticipated. In the
future, we may issue additional debt or equity securities to satisfy our cash
needs.  Any debt incurred or issued may be secured or unsecured, at
fixed or variable interest rates and may contain other terms and conditions that
our board of directors deems prudent.  Any sales of equity securities
may be at or below existing market prices.  We cannot assure you that
we will be successful in generating sufficient capital to adequately fund our
liquidity needs.







Off-Balance
Sheet Arrangements





We have
no off -balance sheet arrangements as of June 30, 2009.





Forward-looking
Statements





The
Private Securities Litigation Reform Act of 1995 (the “Act”) provides a safe
harbor for forward-looking statements made by or on behalf of our Company. Our
Company and our representatives may from time to time make written or oral
statements that are “forward-looking,” including statements contained in this
Quarterly Report and other filings with the Securities and Exchange Commission
and in reports to our Company’s stockholders. Management believes that all
statements that express expectations and projections with respect to future
matters, as well as from developments beyond our Company’s control including
changes in global economic conditions are forward-looking statements within the
meaning of the Act. These statements are made on the basis of management’s views
and assumptions, as of the time the statements are made, regarding future events
and business performance. There can be no assurance, however, that management’s
expectations will necessarily come to pass. Factors that may affect forward-
looking statements include a wide range of factors that could materially affect
future developments and performance, including the following:





Changes
in Company-wide strategies, which may result in changes in the types or mix of
businesses in which our Company is involved or chooses to invest; changes in
U.S., global or regional economic conditions, changes in U.S. and global
financial and equity markets, including significant interest rate fluctuations,
which may impede our Company’s access to, or increase the cost of, external
financing for our operations and investments; increased competitive pressures,
both domestically and internationally, legal and regulatory developments, such
as regulatory actions affecting environmental activities, the imposition by
foreign countries of trade restrictions and changes in international tax laws or
currency controls; adverse weather conditions or natural disasters, such as
hurricanes and earthquakes, labor disputes, which may lead to increased costs or
disruption of operations.





This list
of factors that may affect future performance and the accuracy of
forward-looking statements is illustrative, but by no means exhaustive.
Accordingly, all forward-looking statements should be evaluated with the
understanding of their inherent uncertainty.





Item
3.  Quantitative and Qualitative Disclosures About Market
Risk.





This item
is not required for Smaller Reporting Companies.







11


Item
4T.  Controls and Procedures.





Evaluation
of Disclosure Controls and Procedures





Our
management, with the participation of our President and CFO, evaluated the
effectiveness of our disclosure controls and procedures as of the end of the
period covered by this report. Based on that evaluation, our President and CFO
concluded that our disclosure controls and procedures as of the end of the
period covered by this report were effective such that the information required
to be disclosed by us in reports filed under the Exchange Act is
(i) recorded, processed, summarized and reported within the time periods
specified in the SEC’s rules and forms and (ii) accumulated and
communicated to our management, including our President and CFO, as appropriate
to allow timely decisions regarding disclosure. A controls system cannot provide
absolute assurance, however, that the objectives of the controls system are met,
and no evaluation of controls can provide absolute assurance that all control
issues and instances of fraud, if any, within a company have been
detected.







Management’s
Report on Internal Control over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rule 13a-15(f) under the
Exchange Act). Our internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with accounting principles generally accepted in the United
States.







Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Therefore, even those systems determined to be
effective can provide only reasonable assurance of achieving their control
objectives.







Our
management, with the participation of the President and CFO, evaluated the
effectiveness of our internal control over financial reporting as of June 30,
2009.  Based on this evaluation, our management, with the participation of
the President and CFO, concluded that, as of June 30, 2009, our internal control
over financial reporting was effective.





Changes
in internal control over financial reporting





There
have been no changes in internal control over financial reporting.





PART
II - OTHER INFORMATION





ITEM
1.  Legal Proceedings





None





ITEM
2.  Unregistered Sales of Equity Securities and Use of
Proceeds





Recent Sales of Unregistered
Securities





We have
not sold any restricted securities during the three months ended June 30,
2009.





Use
of Proceeds of Registered Securities





None; not
applicable.


12





Purchases
of Equity Securities by Us and Affiliated Purchasers





During
the three months ended June 30, 2009, we have not purchased any equity
securities nor have any officers or directors of the Company.





ITEM
3.  Defaults Upon Senior Securities





We are
not aware of any defaults upon senior securities.





ITEM
4.  Submission of Matters to a Vote of Security Holders





No
matters were submitted to a vote of security holders during the quarter ended
June 30, 2009.





ITEM
5.  Other Information.





None





ITEM
6.  Exhibits





(a)
Exhibits.





Item
4                      Exhibit
No.                                Instruments Defining the
Rights of Security HoldersLocation





4.01                           4                      Specimen
Stock
Certificate                                                                                          
 Incorporated


by reference*





31.01                    
    31                    CEO
Certification Pursuant


to 18 USC Section
1350, as


adopted pursuant to
Section 302


of Sarbanes-Oxley
Act of
2002                                                                             This
Filing





31.02                         31                    CFO
Certification Pursuant


to
18 USC Section 1350, as


adopted
pursuant to Section 302


of Sarbanes-Oxley
Act of
2002                                                                            This
Filing





32.01                         32                    CEO
Certification pursuant to


Section
906                                                                                                             This
Filing





32.02                         32                    CFO
Certification pursuant to


Section
906                                                                                                            
This Filing





*
Incorporated by reference from the Company's registration statement on Form SB-2
filed with the Commission, SEC file no. 333-141482.


13





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 Security
Technologies, Inc.


(Registrant)





Date:           August
17,
2009                                                                By:  /s/ Juhani
Taskinen


Juhani Taskinen, CEO
and CFO