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 March 31, 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 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.


11,781,375
shares of $0.001 par value common stock on May 1, 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)


March 31,
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.CONDENSED
      CONSOLIDATED BALANCE SHEETSMarch
      31, 2009
                
                December
      31, 2008ASSETS
                
                (Unaudited)Current
      AssetsCash
      and Cash Equivalents
                
                $
                21,493
                
                $
                40,490Accounts
      Receivable
                
                
                198,468
                
                
                119,016Other
      Receivables
                
                
                77,831
                
                
                77,831Inventory
                
                
                329,884
                
                
                460,741Other
      Current Assets
                
                
                33,336
                
                
                54,059Total
      Current Assets
                
                
                661,012
                
                
                752,137Property,
      Plant & Equipment (net of accumulated depreciation of $1,358,811 and
      $1,353,231 respectively)
                
                
                44,900
                
                
                50,480Other
      Assets
                
                
                15,111
                
                
                11,450Total
      Assets
                
                $
                721,023
                
                $
                814,067LIABILITIESCurrent
      LiabilitiesAccounts
      Payable and Accrued Liabilities
                
                $
                549,819
                
                $
                590,600Other
      Current Liabilities
                
                
                31,691
                
                
                31,678Short-Term
      Debt
                
                
                207,513
                
                
                212,303Total
      Current Liabilities
                
                
                789,023
                
                
                834,581Total
      Liabilities
                
                
                789,023
                
                
                834,581STOCKHOLDERS’ 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; 11,781,375
      shares  issued and outstanding for both March 31, 2009 and
      December 31, 2008
                
                
                11,781
                
                
                11,781Additional
      paid-in capital
                
                
                1,406,959
                
                
                1,406,959Retained
      earnings (deficit)
                
                
                (1,486,740)
                
                
                (1,439,254)Total
      Stockholders’ Deficit
                
                
                (68,000)
                
                
                (20,514)Total
      Liabilities and Stockholders’ Deficit
                
                $
                721,023
                
                $
                814,067The
      accompanying notes are an integral part of these unaudited condensedconsolidated Financial
Statements.





3





PRINCETON
      SECURITY TECHNOLOGIES, INC.(UNAUDITED)
      CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONSFor
      the Three Months Ended March 31,2009
                  
                  2008RevenuesSales
      (net of returns)
                  
                  $
                  496,188
                  
                  $
                  704,908Costs
      of goods sold
                  
                  
                  295,755
                  
                  
                  400,288Gross
      Profit
                  
                  
                  200,433
                  
                  
                  304,620ExpensesDepreciation
      and amortization
                  
                  
                  5,580
                  
                  
                  5,763Selling
      and marketing
                  
                  
                  15,774
                  
                  
                  61,938General
      and administrative
                  
                  
                  136,272
                  
                  
                  174,070Research
      and development
                  
                  
                  79,743
                  
                  
                  94,951237,369
                  
                  
                  336,722(Loss)
      from operations
                  
                  
                  (36,936)
                  
                  
                  (32,102)Other
      income/(expenses)
                  
                  
                  0
                  
                  
                  172Interest
      expense
                  
                  
                  (10,550)
                  
                  
                  0Provision
      for income taxes
                  
                  
                  0
                  
                  
                  0Net
      loss
                  
                  $
                  (47,486)
                  
                  $
                  (31,930)Net
      loss per share of common stock
                  
                  $
                  (0.00)
                  
                  $
                  (0.00)Weighted
      average number of common shares
                  
                  
                  11,781,375
                  
                  
                  11,781,375The
      accompanying notes are an integral part of these unaudited condensed
      consolidated Financial
Statements.





4





PRINCETON
      SECURITY TECHNOLOGIES, INC.(UNAUDITED)
      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSFor
      the Three Months ending March 31, 2009 and 20082009
                  
                  2008Cash
      flow from operating activitiesNet
      income/(loss)
                  
                  $
                  (47,486)
                  
                  $
                  (31,930)Depreciation
      and amortization
                  
                  
                  5,580
                  
                  
                  5,764Provision
      for allowance on accounts receivable
                  
                  
                  7,875
                  
                  
                  (2,232)Change
      in non-cash working capital items:Accounts
      receivable
                  
                  
                  (87,326)
                  
                  
                  (66,698)Inventory
                  
                  
                  130,857
                  
                  
                  (15,470)Prepaid
      expenses
                  
                  
                  20,723
                  
                  
                  (14,130)Other
      assets
                  
                  
                  (3,661)
                  
                  
                  -Accounts
      payable
                  
                  
                  (5,153)
                  
                  
                  (5,083)Accrued
      expenses
                  
                  
                  (35,628)
                  
                  
                  13,048Credit
      card payables
                  
                  
                  (4,790)
                  
                  
                  47,900Deferred
      services contracts
                  
                  
                  -
                  
                  
                  (583)Deferred
      sales
                  
                  
                  12
                  
                  
                  24,671Cash
      flow used in operating activities
                  
                  
                  (18,997)
                  
                  
                  (44,743)(Increase)
      decrease in cash position
                  
                  
                  (18,997)
                  
                  
                  (44,743)Cash
      position at beginning of period
                  
                  
                  40,490
                  
                  
                  81,178Cash
      position at end of period
                  
                  $
                  21,493
                  
                  $
                  36,435Supplemental
      disclosure of cash flow information:Cash
      paid for:Interest
      expense
                  
                  $
                  10,550
                  
                  $
                  874Income
      taxes
                  
                  $
                  -
                  
                  $
                  -The
      accompanying notes are an integral part of these unaudited condensedconsolidated Financial
Statements.





5


PRINCETON
SECURITY TECHNOLOGIES, INC.


NOTES TO
(UNAUDITED) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


For the
Three Months ending March 31, 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 $18,997 at March 31,
2009 to $21,493.





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
Three Months ending March 31, 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.








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.







8




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.  We have added last year a Fixed Installation unit, called
Area Monitor, to our product offering. That product is being offered and used
in  e.g. 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 during the period ended March 31,
2009.





The
Company’s accounting policies are more fully described in Note 1 of the December
31, 2008 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.







9




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.





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 March
31, 2009, every additional one percent of our accounts receivable that becomes
uncollectible would reduce our operating income by approximately
$2,762.





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 March 31, 2009 our sales decreased to $496,188 from $704,908 for
the quarter ended March 31, 2008.   Our gross profit decreased to
$200,433 compared to the same period in 2008 when gross profits was
$304,620.  Our Radioactive Isotope Identifier products sales had the
biggest sales volume of all product categories,  totaling about 70% of
the total sales ; the balance of our sales are evenly split between X-ray
Detector sales and Nuclear Detectors products sales. The largest growth in the
quarter ended March 31, 2009, was Radioactive Isotope Identifier Products, due
to a new product introduction of Area Monitor and its applications, which is
primarily being sold to the Homeland Security market.  We anticipate
growth across our product line in 2009, as our existing and new products reach
the growing market segments of homeland security and material
research.






Results of
Operations






Total
sales decreased for the comparable quarterly periods in March 31, 2009 from
2008.  Our gross profit decreased by 34.2% compared to the same period
in 2008.  However, we were able to control expenses better reducing
expenses for the quarter ended March 31, 2009, to $237,367
from  $336,722 for the quarter ended March 31,
2008.   As a result of lower sales revenue our net loss was
$47,486 for the quarter ended March 31, 2009 from a net loss of $31,930 for the
same period in 2008.






The
increased loss was a reflection of the lower sales revenue and decreased
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, as our R&D will generate new products we are able to increase sales
as well as improve the profitability, which can be reached with moderately
higher sales revenue.






10




We
anticipate general and administrative expenses to remain at present levels or
higher in the future.  General and administrative expenses decreased
from $174,070 for the quarter ended March 31, 2008 to $136,272 for the quarter
ended March 31, 2009.  This reduction reflects the lowered salaries
and reduction of administrative staff.  We expect general and
administrative expenses to remain on this level in future quarters, however if
the sales revenue increases  we may have to  expand our
operations.






Since we 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.






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 March 31,
2008, we raised approximately $1.42 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 March
31, 2009, we had working capital deficit of $128,011.  A component of
our current liabilities as of March 31, 2009, was our accounts payable of
$549,819.  We feel we will be able to service ongoing payables with
current revenue and existing capital.  However, our current assets
consist of only $21,493 in cash, $198,468 in accounts receivable and our
inventory is $329,884 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
receivable.




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 a
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 March 31, 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:







11




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.





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.




12


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 March 31,
2009.  Based on this evaluation, our management, with the participation of
the President and CFO, concluded that, as of March 31, 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 March 31,
2009.





Use
of Proceeds of Registered Securities





None; not
applicable.


13





Purchases
of Equity Securities by Us and Affiliated Purchasers





During
the three months ended March 31, 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
March 31, 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





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


14





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:                      May
15,
2009                                                        By:  /s/ Juhani
Taskinen


Juhani
Taskinen, CEO and CFO