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, 2013

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

For the transition period from _________ to _________

Commission File Number: 000-54499

PRINCE MEXICO S.A., INC.

(Exact name of registrant as specified in its charter)


Nevada	01-0961505
(state or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Questalcoatl 3783 Int. 1 Col. Cd del Sol C.O. 45050 Zapopan, JAL, Mexico	N/A
(Address of principal executive offices)	(Zip Code)

(+52) (33) 3827-0722

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was require 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 definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] 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]

APPLICABLE ONLY TO CORPORATE ISSUERS

As of September 13, 2013 the registrant had 43,166,901 shares of common stock outstanding.

PRINCE MEXICO S.A., INC.

____________________________________________________________________________

Table of Contents


PART I - FINANCIAL INFORMATION	3

ITEM 1. FINANCIAL STATEMENTS	3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	4
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS	6
ITEM 4. CONTROL AND PROCEDURES	6
ITEM 4T. CONTROL AND PROCEDURES	6


PART II - OTHER INFORMATION	8

ITEM 1. LEGAL PROCEEDINGS	8
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES	8
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	8
ITEM 4. MINE SAFETY DISCLOSURES	8
ITEM 5. OTHER INFORMATION	8
ITEM 6. EXHIBITS	8

PART I - FINANCIAL INFORMATION

ITEM 1 - Financial Statements


Prince Mexico S.A., Inc.
(Formerly Eurasia Design, Inc.)


June 30, 2013

	Index

Consolidated Balance Sheets (Unaudited)	F-1

Consolidated Statements of Operations and Other Comprehensive Loss (Unaudited)	F-2

Consolidated Statements of Cash Flows (Unaudited)	F-3

Notes to the Consolidated Financial Statements (Unaudited)	F-4

PRINCE MEXICO S.A., INC.

(Formerly Eurasia Design, Inc.)

CONSOLIDATED BALANCE SHEETS

(Unaudited)


		June 30, 2013		December 31, 2012
ASSETS
Current assets
Cash	$	4,593	$	8,557
Prepaid expenses		7,512		846
Accounts receivable		28,503		25,310
Inventory		132,537		163,357
Total current assets		173,145		198,070

Fixed assets, net		4,046		4,519
Total assets	$	177,191	$	202,589

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	99,743	$	203,316
Accrued expenses		21,069		14,495
Notes payable		133,947		103,292
Notes payable - related party		558,138		448,744
Total current liabilities		812, 897		769,847

Total liabilities		812,897		769,847

Stockholders' deficit:
Preferred stock, $0.00001 par value, 700,000,000 shares authorized, 0 and 0 shares issued and outstanding as of June 30, 2013 and December 31, 2012 respectively		-		-
Common stock, $0.00001 par value, 700,000,000 shares authorized, 43,166,901 and 42,166,901 shares issued and outstanding as of June 30, 2013 and December 31, 2012, respectively		432		422
Additional paid-in capital		29,999		3,934
Accumulated other comprehensive income		15,702		14,309
Accumulated deficit		(681,839)		(585,923)
Total stockholders' deficit		(635,706)		(567,258)

Total liabilities and stockholders' deficit	$	177,191	$	202,589

The accompanying notes are an integral part of these consolidated financial statements

F-1

PRINCE MEXICO S.A., INC.

(Formerly Eurasia Design, Inc.)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)


	For the				For the
	three months ended				six months ended
	June 30,				June 30,
	2013		2012		2013		2012

Revenues, net	$	24,333	$	23,868	$	49,773	$	153,526
Costs of sales		(15,722)		(12,011)		(30,940)		(106,661)

Gross profit		8,611		11,857		18,833		46,865

Operating expenses:
Depreciation expense		298		257		589		541
General and administrative expenses		9,119		48,223		17,390		74,283
Salaries and wages		15,372		14,546		29,191		25,576
Consulting services		6,196		2,356		9,120		2,356
Professional services		32,815		1,314		51,615		1,714
Travel and entertainment		3,947		6,148		6,844		13,726
Total operating expenses		67,747		72,844		114,749		118,196

Loss before other expenses		(59,136)		(60,987)		(95,916)		(71,331)

Other expense:
Taxes		-		(455)		-		(455)
Total other expenses		-		(455)		-		(455)

Net loss	$	(59,136)	$	(61,442)	$	(95,916)	$	(71,786)

Other comprehensive loss
Foreign exchange adjustment		33,353		(38,708)		1,393		(12,188)
Comprehensive loss	$	(25,783)	$	(100,150)	$	(94,523)	$	(83,974)

Net loss per share - basic	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.01)

Weighted average number of common shares outstanding - basic		43,166,901		12,600,000		42,863,034		12,600,000

The accompanying notes are an integral part of these consolidated financial statements

F-2

PRINCE MEXICO S.A., INC.

(Formerly Eurasia Design, Inc.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	For the
	six months ended
	June 30,
	2013		2012

Cash flows from operating activities
Net loss	$	(95,916)	$	(71,786)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation		589		541
Shares issued for consulting services		3,334		-
Changes in operating assets and liabilities:
Increase in accounts receivable		(3,193)		(7,399)
Decrease in inventory		30,820		83,024
Decrease in accounts payable		(103,573)		-
Increase in accrued expenses		6,574		(1,727)
Net cash (used in) provided by operating activities		(161,365)		2,653

Cash flows from financing activities
Proceeds from note payable		30,655		-
Proceeds from note payable - related party		109,394		4,209
Donated capital		16,074		-
Net cash provided by financing activities		156,123		4,209

EFFECT OF EXCHANGE RATE CHANGES ON CASH		1,278		(18,464)

NET DECREASE IN CASH		(3,964)		(11,602)

CASH AT BEGINNING OF PERIOD		8,557		24,026

CASH AT END OF PERIOD	$	4,593	$	12,424

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	$	-	$	-
Income taxes paid	$	-	$	16,774

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Shares issued for prepaid expenses	$	6,667	$	-

The accompanying notes are an integral part of these consolidated financial statements

F-3

PRINCE MEXICO S.A., INC.

(FORMERLY EURASIA DESIGN, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, 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 pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management, are necessary for a fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the years ended December 31, 2012 and 2011 and notes thereto included in the Company’s annual report on Form 10-K. The Company follows the same accounting policies in the preparation of interim reports.

Results of operations for the interim period are not indicative of annual results.

Principles of Consolidation

The consolidated financial statements include the accounts and operations of Prince Mexico S.A., Inc and its wholly owned subsidiary Linea Deportiva Prince Mexico, S.A. de C.V. All inter-company accounts and transactions have been eliminated on consolidation.

Fair value of financial instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2013 and December 31, 2012. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

The Company adopted ASC Topic 820-10 at the beginning of 2009 to measure the fair value of certain of its financial assets required to be measured on a recurring basis. The adoption of ASC Topic 820-10 did not impact the Company’s financial condition or results of operations. ASC Topic 820-10 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). ASC Topic 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability. The three levels of the fair value hierarchy under ASC Topic 820-10 are described below:

Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access.

F-4

PRINCE MEXICO S.A., INC.

(FORMERLY EURASIA DESIGN, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Level 2 - Valuations based on quoted prices for similar assets and liabilities in active markets, quoted prices for identical assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.

Level 3 - Valuations based on inputs that are supportable by little or no market activity and that are significant to the fair value of the asset or liability.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cash Equivalents

Cash equivalents include highly liquid investments with maturities of three months or less.

Loss per Common Share

Net loss per share is provided in accordance with ASC Subtopic 260-10. We present basic loss per share (“EPS”) and diluted EPS on the face of statements of operations. Basic EPS is computed by dividing reported losses by the weighted average shares outstanding. Except where the result would be anti-dilutive to income from continuing operations, diluted earnings per share has been computed assuming the conversion of the convertible long-term debt and the elimination of the related interest expense, and the exercise of stock warrants. Loss per common share has been computed using the weighted average number of common shares outstanding during the year. For the six months ended June 30, 2013 and 2012, the assumed conversion of convertible preferred shares and the exercise of stock warrants have not existed and thus are anti-dilutive due to the Company’s net losses and are excluded in determining diluted loss per share.

Stock-based compensation

The Company records stock based compensation in accordance with the guidance in ASC Topic 718 which requires the Company to recognize expense related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50.

F-5

PRINCE MEXICO S.A., INC.

(FORMERLY EURASIA DESIGN, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Concentrations

The Company had a distribution agreement with their sole inventory supplier that has expired and the Company intends on negotiating to renew the agreement with the vendor; however, no discussions have taken place regarding the termination or extension of the Distribution Agreement as of the date of this current report.

Reclassification

As of June 30, 2013 and December 31, 2012, the Company reclassified $60,000 in notes payable - related party to notes payable. This reclassification has been made to the prior year end’s financial statements to conform to the current year presentation. This reclassification had no effect on previously reported results of operations or accumulated deficit.

Recent pronouncements

The Company evaluated all recent accounting pronouncements issued and determined that the adoption of these pronouncements would not have a material effect on the consolidated financial position, results of operations or cash flows of the Company.

NOTE 2 - GOING CONCERN

The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of the Company as a going concern. The Company has recently sustained net losses totaling $95,916 for the six months ended June 30, 2013, and has an accumulated deficit of $681,839 at June 30, 2013. The Company has and will continue to use significant capital to grow and acquire market share. In May 2012, Prince USA filed for bankruptcy protection. As a result of the bankruptcy proceedings, we were unable to renegotiate the Distribution Agreement with Prince USA, although we reasonably expect to do so by the end of fiscal year 2013. However, no discussions have taken place regarding the termination or extension of the Distribution Agreement as of the date of this quarterly report.

These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through sales of their common stock. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.

NOTE 3 - PREPAID EXPENSES

During the six months ended June 30, 2013, the Company issued 1,000,000 shares of common stock as part of a consulting agreement valued at $10,000. The shares were valued according to the fair value of the common stock. The value of the shares was recorded as prepaid expense and will be amortized over one year which is the related service period of the respective agreement. For the three months ended June 30, 2013, the Company expensed $2,500 as consulting fees. For the six months ended June 30, 2013, the Company expensed $3,334 as consulting fees with a remaining prepaid expense amount totaling $6,666 at June 30, 2013.

F-6

PRINCE MEXICO S.A., INC.

(FORMERLY EURASIA DESIGN, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 4 - ACCOUNTS RECEIVABLE

As of June 30, 2013 and December 31, 2012, accounts receivable are as follows:


	June 30,		December 31,
	2013		2012
Trade receivables	$	37,513	$	51,544
Less: Allowance for doubtful accounts		(9,010)		(26,244)
	$	28,503	$	25,310

NOTE 5 - INVENTORIES

As of June 30, 2013 and December 31, 2012, inventories are summarized as follows:


	June 30,		December 31,
	2013		2012
Finished goods	$	132,537	$	163,357

NOTE 6 - FIXED ASSETS

As of June 30, 2013 and December 31, 2012, fixed assets consisted of the following:


		June 30,	December 31,
		2013	2012
Transportation equipment	$	5,990	$	6,001

Less: accumulated depreciation		(1,944)		(1,482)
Property and equipment, net	$	4,046	$	4,519

Depreciation expense for the three months ended June 30, 2013 and 2012 totaled $298 and $257, respectively. Depreciation expense for the six months ended June 30, 2013 and 2012 totaled $589 and $541, respectively. The difference in change in accumulated depreciation and depreciation expense recognized is due to the adjustments to foreign exchange difference.

NOTE 7 - NOTES PAYABLE TO RELATED PARTIES

During the six months ended June 30, 2013 and 2012, the Company received loans totaling $0 and $4,209, respectively, from the officers of the Company. During the quarter ended June 30, 2013 a shareholder of the Company paid $109,394 in accounts payable balance. The loans are unsecured, bear 0% interest and are due on demand.

F-7

PRINCE MEXICO S.A., INC.

(FORMERLY EURASIA DESIGN, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

As of June 30, 2013 and December 31, 2012, the total loan balances owed to related parties were as follows:


	June 30,		December 31,
	2013		2012
Francis Duncan Alexander Forbes	$	176,813	$	194,372
Stephen Fred Adams		271,931		254,372
Rob Nutal		109,394		-

	$	558,138	$	448,744

NOTE 8 - NOTE PAYABLE

During the six months ended June 30, 2013, a non-affiliated third-party loaned the Company an aggregate of $30,655. As of June 30, 2013 and December 31, 2012, notes payable totaled $133,947 and $103,292, respectively. The notes bear no interest and due upon demand.

As of June 30, 2013 and December 31, 2012, the total loan balances were owed to two individuals.

NOTE 9 - STOCKHOLDERS’ DEFICIT

The Company is authorized to issue up to 700,000,000 shares of its $0.00001 par value preferred stock and up to 700,000,000 shares of its $0.00001 par value common stock.

On February 24, 2013, the Company issued 1,000,000 shares of common stock to a non-related third-party for consulting fees, valued at $10,000. The shares were valued using the fair market value of the common stock. See Note 3.

During the six months ended June 30, 2013, the Company received donated capital of $16,074 from various individuals and entities. The individuals and entities paid for expenses on behalf of the Company and are not expecting repayment.

During the six months ended June 30, 2013, there have been no other issuances of common stock.

NOTE 10 - WARRANTS AND OPTIONS

As of June 30, 2013, there were no warrants or options outstanding to acquire any additional shares of common stock.

F-8

PRINCE MEXICO S.A., INC.

(FORMERLY EURASIA DESIGN, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 11 - COMMITMENTS AND CONTINGENCIES

The Company has signed a lease for offices and a warehouse commencing on May 15, 2012. This lease is for a mandatory 12 month term. The rent is paid in pesos. The minimum monthly payments provided for in the lease amount to MEX$11,000 (approximately $897 U.S.) per month. As of the date of this filing, the Company is on a month-to-month basis and is renegotiating the terms of the loan with the landlord.

NOTE 12 - SUBSEQUENT EVENTS

The Company’s Management has reviewed all material events through the date of this report in accordance with ASC 855-10, and believes there are only the following material subsequent events to report:

During September 2013 through the date of this filing, various third parties and related parties have loaned $24,275 to the Company to fund operations.

F-9

ITEM 2. Management Discussion and Analysis of Financial Condition and Results of Operations.

Safe Harbor Statement

This report on Form 10-Q contains certain forward-looking statements. All statements other than statements of historical fact are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.

These forward-looking statements involve significant risks and uncertainties, including, but not limited to, the following: competition, promotional costs, and risk of declining revenues. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of a number of factors. These forward-looking statements are made as of the date of this filing, and we assume no obligation to update such forward-looking statements. The following discusses our financial condition and results of operations based upon our consolidated financial statements which have been prepared in conformity with accounting principles generally accepted in the United States. It should be read in conjunction with our consolidated financial statements and the notes thereto included elsewhere herein.

The discussions of results, causes and trends should not be construed to imply any conclusion that these results or trends will necessarily continue into the future.

Overview

We were incorporated pursuant to the laws of the State of Nevada on May 6, 2010.

Our main focus has been redirected to the operations of Prince México. We now own all of the assets, liabilities and operations of Prince México, which had the exclusive rights to sell Prince Sports, Inc. (“Prince USA”) brand name products in Mexico.

Linea Deportiva Prince México, S.A. de C.V. was formed on April 25, 2008 in Guadalajara, Jalisco, Mexico. On April 15, 2008, Prince México entered into a Distribution Agreement with Prince USA, which provides Prince México the exclusive rights to sell Prince USA brand name products in Mexico. The Distribution Agreement was in effect from April 15, 2008 through December 31, 2012 and was subject to minimum purchase and advertising budget requirements. In May 2012, Prince USA filed for bankruptcy protection. As a result of the bankruptcy proceedings, we were unable to renegotiate the Distribution Agreement with Prince USA, although we reasonably expect to do so during the year ended 2013. However, no discussions have taken place regarding the termination or extension of the Distribution Agreement as of the date of this current report.

Liquidity and Capital Resources

As of June 30, 2013, we had cash and cash equivalents of $4,593 and a working capital deficit of $639,752. As of June 30, 2013 our accumulated deficit was $681,839. For the six months ended June 30, 2013 our net loss was $95,916 compared to $71,786 during the same period in 2012. This increase was due mostly to our filing requirements in 2013.

Results of Operations for the three months ended June 30, 2013 compared to the three months ended June 30, 2012.

Revenues

As of June 30, 2013, we have an accumulated deficit of $681,839 and we did earn revenues of $24,333 during the three months ending on June 30, 2013 as compared to $23,868 for the same period in 2012. At this time, our ability to generate any significant revenues continues to be uncertain. Our financial statements contain an additional explanatory paragraph in Note 2, which identifies issues that raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Net Loss

We incurred a net loss of $59,136 for the three months ended June 30, 2013, compared to a net loss of $61,442 for the same period in 2012. This decrease in net loss is mostly due to reduced general and administrative expenses. Our basic net loss per share was ($0.00) for the three months ended June 30, 2013, and ($0.00) for the same period in 2012.

Expenses

Our total operating expenses decreased from $72,844 to $67,747 for the three months ended June 30, 2013 compared to the same period in 2012. This decrease in expenses is due to lower operating expenses.

Our professional fees, consisting primarily of legal, accounting and auditing fees, increased from $1,314 to $32,815 for the three months ended June 30, 2013 compared to the same period in 2012. This increase was due mostly to our filing requirements in 2013.

Results of Operations for the six months ended June 30, 2013 compared to the six months ended June 30, 2012

Revenues

We earned revenues of $49,773 during the six months ending on June 30, 2013, compared to revenues of $153,526 during the same period in 2012.

Net Loss

We incurred a net loss of $95,916 for the six months ended June 30, 2013, compared to a net loss of $71,786 for the same period in 2012. This increase in net loss is due to our decrease in revenue generated in 2013. Our basic net loss per share was ($0.00) for the six months ended June 30, 2013, and ($0.01) for the same period in 2012.

Expenses

Our total operating expenses decreased from $118,196 to $114,749 for the six months ended June 30, 2013 compared to the same period in 2012. This decrease in expenses is due to reduced operating expenses from cost cutting efforts and reduced revenue.

Our professional fees, consisting primarily of legal, accounting and auditing fees, increased from $1,714 to $51,615 for the six months ended June 30, 2013 for the same period in 2012. This increase was due mostly to our filing requirements in 2013.

The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

Off-Balance Sheet Arrangements

As of June 30, 2013, we had no off-balance sheet transactions that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

ITEM 3. Quantitative and Qualitative Disclosure About Market Risks.

Not applicable.

ITEM 4. Control and Procedures

Not applicable

ITEM 4T. Control and Procedures.

Management's Report on Internal Control over Financial Reporting.

Our Internal control over financial reporting is a process that, under the supervision of and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, was designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our trustees; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that our controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As management, it is our responsibility to establish and maintain adequate internal control over financial reporting. As of June 30, 2013, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our internal control over financial reporting using criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on our evaluation, we concluded that the Company did not maintain effective internal control over financial reporting as of June 30, 2013, based on criteria established in the Internal Control Integrated Framework issued by the COSO.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the fiscal quarter ended June 30, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations On The Effectiveness Of Internal Controls

Our management, including our CEO and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of the control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, and/or the degree of compliance with the policies or procedures may deteriorate.

PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings.

As of June 27, 2013 there were no material pending legal proceedings, other than ordinary routine litigation incidental to our business, to which are a party or of which any of our properties is the subject. Also, our management is not aware of any legal proceedings contemplated by any governmental authority against us.

ITEM 2. Unregistered Sales of Equity Securities.

None.

ITEM 3. Defaults Upon Senior Securities.

None.

ITEM 4. Mine Safety Disclosures.

None.

ITEM 5. Other Information.

None.

ITEM 6. Exhibits.


Exhibit Number	Exhibit Description
31.1	Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
EX-101.INS	XBRL Instance Document
EX-101.SCH	XBRL Taxonomy Extension Schema
EX-101.CAL	XBRL Taxonomy Extension Calculation Linkbase
EX-101.LAB	XBRL Taxonomy Extension Label Linkbase
EX-101.PRE	XBRL Taxonomy Extension Presentation Linkbase
EX-101.DEF	XBRL Taxonomy Extension Definition Linkbase

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on our behalf by the undersigned thereunto duly authorized.


	PRINCE MEXICO S.A., INC.
	(REGISTRANT)

Date: September 16, 2013	Per: /s/ Duncan A. Forbes, Mol III
	Duncan A. Forbes, Mol III

PRINCE MEXICO S.A., INC. 10-Q