UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



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



For the quarterly period ended March 31, 2008



[

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




For the transition period from __________ to __________



Commission File Number333-141482



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.

Yesx

              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 filero

              Accelerated filero


Non-accelerated filero(Do not check if a smaller reporting company)

              Smaller reporting companyx




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

Yeso

              Nox




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 May12.2008






Part I - FINANCIAL INFORMATION



Item 1. Financial Statements

Princeton Security Technologies, Inc.

FINANCIAL STATEMENTS

(UNAUDITED)

March 31, 2008



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 SHEETSMarch 31, 2008

              December 31, 2007ASSETS

              Unaudited

              AuditedCurrent AssetsCash

              $             36,435

              $               81,179Accounts receivable (net of allowance for doubtful accounts of $24,301 and $26,533, respectively)

              366,709

              297,779Inventory

              740,201

              724,731Prepaid expenses

              47,763

              33,633Total Current Assets

              1,191,108

              1,137,322Property, plant & equipment (net of accumulated depreciation of $1,334,642 and $1,328,878, respectively)

              69,069

              74,833Total Assets

              $        1,260,177

              $          1,212,155LIABILITIESCurrent LiabilitiesAccounts payable and accrued liabilities

              $           501,707

              $             506,790Lines of credit

              47,900

              -Accrued other liabilities

              15,555

              15,775Accrued vacation expenses

              57,748

              44,481Deferred sales revenue

              105,762

              81,674Total Current Liabilities

              728,672

              648,720STOCKHOLDERS EQUITYPreferred 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

              11,781

              11,781Additional paid-in capital

              1,406,959

              1,406,959Retained earnings (deficit)

              (887,235)

              (855,305)Total Stockholders Equity

              531,505

              563,435Total Liabilities and Stockholders Equity

              $        1,260,177

              $          1,212,155The accompanying notes are an integral part of these consolidated Financial Statements.






3









PRINCETON SECURITY TECHNOLOGIES, INC.(UNAUDITED) CONSOLIDATED STATEMENTS OF OPERATIONSFor theThree Months Ended Mar 31st2008

              2007RevenuesSales (net of returns)

              $           704,908

              $              855,055Costs of goods sold

              400,288

              576,762Gross Profit

              304,620

              278,293ExpensesDepreciation and amortization

              5,763

              5,615Selling and marketing

              61,938

              88,258General and administrative

              174,070

              196,232Research and development

              94,951

              91,906Total expense

              336,722

              382,011(Loss) from operations

              (32,102)

              (103,718)Other income/(expenses)

              172

              (1,005)Provision for income taxes

              -

              -Net loss

              $           (31,930)

              $           (104,723)Net loss per share of common stock

              $             (0.003)

              $               (0.009)Weighted average number of common shares

              11,781,375

              11,500,000The accompanying notes are an integral part of these consolidated Financial Statements.






4









PRINCETON SECURITY TECHNOLOGIES, INC.(UNAUDITED) CONSOLIDATED STATEMENTS OF CASH FLOWSFor the Quarter ending March 312008

              2007Cash flow from operating activitiesNet income/(loss)

              $             (31,930)

              $             (104,723)Depreciation and amortization

              5,764

              5,615Provision for allowance on accounts receivable

              (2,232)

              -Change in non-cash working capital items:Accounts receivable

              (66,698)

              (147,377)Inventory

              (15,470)

              (44,072)Prepaid expenses

              (14,130)

              (14,106)Accounts payable

              (5,083)

              52,207Accrued expenses

              13,048

              (12,936)Accrued payroll

              -

              (11,911)Lines of credit

              47,900

              -Deferred services contracts

              (583)

              2,917Deferred sales

              24,671

              (36,463)Cash flow used in operating activities

              (44,743)

              (310,849)Cash flow from investing activitiesPurchase of property and equipment

              -

              -Cash flow used in investing activities

              -

              -Cash flow from financing activitiesProceeds from sale of stock

              -

              -Cash flow provided by financing activities

              -

              -(Increase) decrease in cash position

              (44,743)

              (310,849)Cash position at beginning of period

              81,178

              738,573Cash position at end of period

              $               36,435

              $               427,724Supplemental disclosure of cash flow information:Cash paid for:Interest

              $                        -

              $                      874Income taxes

              $                        -

              $                           -The accompanying notes are an integral part of these consolidated Financial Statements.






5







PRINCETON SECURITY TECHNOLOGIES, INC.

NOTES TO (UNAUDITED) CONSOLIDATED FINANCIAL STATEMENTS

For the First Quarter  ending March 31, 2008 and 2007



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 $391,289 at March 31, 2008 to $36,435 compared to $427,724 at March 31, 2007.  However, the total Decrease in Cash Position improved by $266,106 or 85% from March 31, 2007 to 2008.



Note 5

              Sales




Sales were down 17.5% in the three months ending March 31, 2008 versus same period prior year .



7







PRINCETON SECURITY TECHNOLOGIES, INC.

NOTES TO (UNAUDITED) CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the First Quarter  ending March 31, 2008 and 2007



Note 6

              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.



Note 7   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 8

              Gross Margin




The Gross margin is higher at 43.2% for the three months ending March 31, 2008, compared to 32.5% in the same period ending March 31, 2007, due to the change in product mix as well as internal cost structure improvement.



Note 9

              Fixed Costs




Fixed expenses decreased $45,281  or 11.8% in the three months period ending March 31,2008 compared to the same period ending March 31, 2007. The biggest decrease in the quarter ending March 31,2008 was in Selling and Marketing expenses where the decrease was 30% compared to the same quarter ending March 31, 2007.



Note 10

              Gross Profit/Loss




For the period ending March 31, 2008, the net loss was  4.5% of sales compared to 12% for the period ending March 31, 2007.  The net loss per share improved 66.6% and was $0.003 for the period ending March 31,2008 , compared to $0.009 for the period ending March 31, 2007.



9







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



Our current product line includes x-ray and gamma-ray detectors with custom made electronics and software and portable stand alone radiation and chemical equipment. Our x-ray and gamma-ray detectors are being sold to research and industrial concerns for a variety of usages including quality control and laboratory equipment.  Additionally, these products can be used as components in scientific research instrumentation.  Our portable stand alone radiation and chemical equipment allows radioactive isotopes or chemicals to be identified by a Law Enforcement, First Responders, Federal Authorities, Hospitals and Environmental Authorities.



For marketing purposes, we have divided our products into four categories.   The first two categories involve instrumentation that detects and analyzes radioactive material from any source, including legitimate uses such as the nuclear power and weapons programs and medical diagnoses and treatment, as well as the detection of the illicit transportation of radioactive materials.  The third category is concerned with the detection and analysis of X-rays for non-destructive testing and scientific research.  The final category is instrumentation for the detection and identification of low levels of potentially toxic chemicals.



Category 1: Portable Gamma-ray detector and radioactive isotope identifier.

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 80 isotopes.



Category 2: Laboratory Gamma-ray detectors and spectrometers:


PGTI is one of only four 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.

The non-destructive testing of materials by X-ray analysis utilizes a range of detector products from small hand-held units



10







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).



Category 4: Chemical Analyzers.


The two portable chemical analyzer products offered by PGTI utilize Gas Chromatography (GC) and Ion Mobility Spectrometry (IMS), respectively.  The former is a highly sensitive instrument that can analyze a large range of gases at very low concentrations and is well suited to monitoring toxicity levels in industrial applications as well as for First Responders to emergencies involving toxic materials.  The IMS unit is small hand-held device designed for the rapid detection of a limited number of chemicals and offers the advantage of speed and simplicity but with less sensitivity and flexibility than the GC unit. Chemical Analyzers are being offered to the homeland security market, as well as for environmental and industrial 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 year ended December 31, 2007.



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.



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, 2008, every additional one percent of our accounts receivable that becomes uncollectible would reduce our operating income by approximately $3,537.



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, 2008 our sales decreased to $704,908 from $855,055 for the quarter ended March 31, 2007.   Although sales decreased, our gross profit increased to $304,620 compared to the same period in 2007 when gross profits were $278,293.  Our nuclear sales have had the biggest sales volume of all product categories, and the



11







second biggest category  is portable units and the third biggest is the X-ray sales category. The largest growth in the quarter ended March 31, 2008, was in portable units, due to a new product variation  of the SAM Defender, which is being sold to the Homeland Security market. This variation used Lanthinum Bromite detector , which improves the received data significantly. We have also seen an increase in High Purity Gernanium Detector   systems.  We anticipate growth across our product line in 2008, 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, 2008 from 2007.  However, we were able to improve our gross profit margins by focusing on products with higher margins during the quarter.  Additionally, we were able to control expenses better, thereby reducing expenses for the quarter ended March 31, 2008, to $336,722 from $382,011 for the quarter ended March 31, 2007.   As a result of the reduced expenses and cost of goods sold our net loss narrowed to $31,930 for the quarter ended March 31, 2008 from a net loss of $104,723 for the same period in 2007.

The narrowing of our loss was a reflection of the efforts to move products from the research and development stage and early stage commercialization into ongoing production.  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 products gain more acceptance and we are able to increase sales, cost of goods sold as a percentage of sales will continue to decrease.  We still will need increased sales to reach profitability and cover all of our operating cost.

We anticipate general and administrative expenses to remain at present levels or higher in the future.  General and administrative expenses decreased from $196,232 for the March 31, 2007 quarter to $174,070 for the quarter ended March 31, 2008.  This reduction reflects the closing of our offering in 2007 and the related expenses associated with it and the restructuring of our management staff.  We expect general and administrative expenses to increase in future quarters as we 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 $1,418,740 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, 2008, we had working capital of $462,436.  A component of our current liabilities as of March 31, 2008, was our accounts payable of $501,707.  We feel we will be able to service ongoing payables with current revenue and existing capital.  However, our current assets consist of only $36,435 in cash and our inventory is $740,201 so we will be dependent on 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.



12







Off-Balance Sheet Arrangements



We have no off balance sheet arrangements as of March 31, 2008.



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 Annual 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.



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 of accounting principles generally accepted in the United States.

13









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, 2008.  Based on this evaluation, our management, with the participation of the President and CFO, concluded that, as of March 31, 2008, 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, 2008.



Use of Proceeds of Registered Securities



None; not applicable.



Purchases of Equity Securities by Us and Affiliated Purchasers



During the three months ended March 31, 2008, 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, 2008.



ITEM 5.  Other Information.



None



14







ITEM 6.  Exhibits



(a) Exhibits.



Item 4

              Exhibit No.

              Instruments Defining the Rights of Security Holders

              Location




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.





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, 2008

              By:/s/ Juhani Taskinen


Juhani Taskinen, CEO and CFO








15