U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                      -------------------------------------

                                    FORM 10-QSB

                             
(mark one)
      [ X ]            ANNUAL REPORT PURSUANT TO SECTION 13  
                 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
                   FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999

      [    ]           TRANSITION REPORT UNDER SECTION 13 
                 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

                           Commission File No. 0-16355
                       ----------------------------------

                          PRINCETON MEDIA GROUP, INC.
                 (Name of Small Business Issuer in its Charter)

          Ontario, Canada                             98-0082860
          (State or other jurisdiction                 (IRS Employer
          of incorporation or organization)           Identification No.)

          214 Brazilian Avenue, Suite 300, Palm Beach, Florida 33480
          (Address of principal executive offices)
          561/659-0121
          (Issuer's telephone number)
                    -----------------------------------------
Securities registered under Section 12(b) of the Act:  None.

Securities registered under Section 12(g) of the Exchange Act as of March 31,
1999: 
Common Stock, no par value.

Check whether the issuer (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 required to file such reports), and (2) has 
been
subject to such filing requirements for the past 90 days.  

YES  [X]    NO  [  ]

The number of shares outstanding of the issuer's common stock, no par value,
as of May 20, 1999 was 4,178,722.

Transitional Small Business Disclosure Format (check one):

            Yes  [   ]        No  [ X ]
      
<PAGE>




PART I.           FINANCIAL INFORMATION                          

      Item 1.     Financial Statements (unaudited)                          

All financial information is expressed in United States dollars.

      INDEX TO FINANCIAL STATEMENTS

      Balance Sheet as of March 31, 
1999                                       
     
      Consolidated Statements of Operations and Accumulated Deficit
         for the Three Months Ended March 31, 1999 and 
1998                    
       
      Consolidated Statements of Cash Flows
         for the Three Months Ended March 31, 1999 and 
1998                    
 

      Notes to Consolidated Financial 
Statements                               
                     
         
      Item 2.     Management's Discussion and Analysis                        

PART II.          OTHER INFORMATION                                         

      Item 6.     Exhibits and Reports on Form 8-K                            
            
Signatures                                                                    
PAGE
<PAGE>
<TABLE>
                          PRINCETON MEDIA GROUP, INC.
                               Balance Sheet
                               March 31, 1999

                                
(Unaudited)                                                                     
                   
<S>                                                                   
<C>      
                                        Assets  
Current assets
Cash                                                                    
$       796
Marketable securities                                                         
7,850 

   Total current assets                                                       
8,646

Property and equipment, cost                                                 
43,408
Less accumulated depreciation                                               
(12,105)

Property and equipment, net                                                  
31,303

Total assets                                                            $    
39,949

                            Liabilities and Shareholders' Equity

Current liabilities:
Accounts payable                                                        $   
261,691
Accrued expenses                                                             
50,000 
Note payable on demand                                                       
81,526  
Note payable on demand                                                      
250,000 

   Total current liabilities                                                
643,217


Shareholders' equity (deficit):
Series A Preference Shares                                                   
28,923
Series C Preference Shares                                                  
739,696
Common Stock                                                             
21,297,570
Deficit                                                                 
(22,669,457)

    Total shareholders' equity                                          (   
603,268)

Total liabilities and shareholders' equity                             $     
39,949     

</TABLE>

            See accompanying notes to consolidated financial statements.


<PAGE>







<TABLE>
                                    PRINCETON MEDIA GROUP, INC.  
                   Consolidated Statements of Operations and Accumulated 
Deficit 
                      For the Three Months Ended March 31, 1999 and 
1998       

                                          (Unaudited)

                                                                 
1999            1998   
<S>                                                    <C>               
<C>   
                                                                           
Discontinued 
                                                                           
Operations

Distribution, circulation, and other income             $           -      $  
3,098,985  
Advertising income                                                  
-           691,451
Printing income                                                     
-           509,053 

Net revenues                                                        -         
4,299,489

Costs and operating expenses: 
   Cost of sales                                                    -         
3,001,892 
   Selling and administrative                                    3,203        
1,449,676 

      Income (loss) from operations                       (      3,203)    
(    152,079) 
               
Other income (expense)
   Interest income                                                  
-            11,681
   Interest expense                                                 -      
(    250,492) 
   Gain on reduction of guaranteed note payable                 
72,055                -

Net income (loss)                                               68,852     
(    390,890)
         
Accumulated deficit - December 31, 1998 and 1997          ( 22,738,309)    ( 
14,972,142)

Accumulated deficit - end of period                     $ ( 22,669,457)   $( 
15,363,032) 
       

Basic and diluted loss per share:                        $     (  .01)    $ 
(       .11)

        
                   See accompanying notes to consolidated financial 
statements.
</TABLE>
PAGE
<PAGE>


<TABLE>
                          PRINCETON MEDIA GROUP, INC.

                     Consolidated Statements of Cash Flows
                 For the Three Months Ended March 31, 1999 and 1998
                                  (Unaudited)

                                                        1999            1998
                                               <C>              <C>
Cash flows from discontinued operating activities:
   Net income (loss)                               $    68,852      $(  390,890)

     Adjustments to reconcile net loss         
     to net cash used in 
     operating activities                
      Depreciation                                       2,170           
81,543
      Gain on reduction of guaranteed note             (72,055)               
-
      Amortization                                           -           
92,013 
      Stock issued for consulting services                   -           
46,371

   Changes in assets and liabilities 
     (Increase) decrease in:   
       Accounts receivable                                   -       (  
404,085)
       Inventories                                           -          
184,378 
       Prepaid expenses                                      -            
4,102 
       Deferred acquisition costs                            -       (   
28,007)
       Accrued interest receivable                           -       (    
8,272)
       Deposits                                              -            
9,481
      Increase (decrease) in:
       Accounts payable                                  1,829          
171,810 
       Accrued expenses                                      -           
66,706 
       Deferred revenue                                      -              
956
       Accrued interest                                      -       (    
1,672)
      
      Net cash provided by (used in)
      operating activities                                796        ( 
175,566)

Cash flows from investing activities:

   Capital expenditures                                      -       (   
30,753) 
   Advances on note receivable - related party               -       (  
264,022)

      Net cash used in
         investing activities                                -       (  
294,775)


                                   (continued)
PAGE
<PAGE>


Cash flows from financing activities:
   Proceeds from exercise of stock options                   -          
379,850        
   Payments of principal on line of credit                   -       (   
85,000)
   Payments of principal on long-term debt                   -       (  
248,381) 

      Net cash provided by           
         financing activities                                -           
46,469

Net increase (decrease) in cash                            796       (  
423,872)

Cash, December 31, 1998 and 1997                             -          
616,558

Cash, March 31, 1999 and 1998                      $       796        $ 
192,686




Supplemental disclosures of cash flow information:
                                                          1999             
1998

Interest paid                                      $         -       $   
252,164

Noncash investing and financing Activities:
     Trademarks acquired for advertising credits in
     1998 of $100,000 and in 1997 of $300,000
     and accrued expense of $100,000               $         -       $   
100,000 

</TABLE>

             See accompanying notes to consolidated financial statements.
<PAGE>

                           PRINCETON MEDIA GROUP, INC.
                           
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    
1.   Basis for Presentation

The accompanying unaudited interim financial statements include the accounts 
of Princeton Media Group, Inc. ("Princeton") and, in the prior year, 
consolidate the accounts of its wholly owned subsidiaries. On October 27, 
1998, Princeton Publishing, Inc. and Firestone Publishing, Inc., wholly-owned 
subsidiaries of Princeton Media Group, Inc., and Kingston Press, Inc., a 
wholly-owned subsidiary of Princeton Publishing, Inc., each filed an 
Assignment for the Benefit of Creditors (the Assignment(s)), a proceeding 
governed under the laws of the State of Florida.  The Assignments were filed 
with the Court of the 11th Judicial Circuit in and for Miami-Dade County, 
Florida on October 27, 1998.  The Assignment proceeding gives creditors the 
opportunity to file proofs of claims.  The Assignments were filed in order to 
expedite an orderly sale and disposition of the assets of the entities and pay 
claims in order of priority.  

As of the end of 1998, Princeton had no operations.  All amounts shown for the 
period ended March 31, 1998 represent discontinued operations.  In the prior 
year, all significant intercompany transactions and balances have been 
eliminated in consolidation.  In the opinion of management, the accompanying 
unaudited interim consolidated financial statements contain all adjustments 
(consisting only of normal recurring accruals) necessary to present fairly the 
financial position as of March 31, 1999, and the results of their operations 
in 1999 and discontinued operations of 1998 and their cash flows for the three 
months ended March 31, 1999 and 1998.  The results of operations for the three 
months ended March 31, 1999 are not necessarily indicative of the results to 
be expected for the full year.  These statements should be read in conjunction 
with the Company's annual report on Form 10-KSB for the year ended December 
31, 1998.

2.   Basic and Dilutive Loss Per Share

Net loss per share is computed using the weighted average number of shares of
common stock outstanding.  Common equivalent shares from stock options and
warrants, and additional shares assuming the conversion of debentures and
preferred shares, are excluded from the computation as their effect is
antidilutive. 

For the three months ended March 31, 1999, cumulative dividends of $11,000
related to preferred Series C have been added to net loss in the loss per 
share
computation.















The following table sets forth the computation of basic and diluted loss per
share as of March 31, 1999 and 1998:

                                                      1999             1998 

Net loss before extraordinary item             $(    3,203)     $(  390,890) 
  Preferred dividends                           (   11,000)      (   11,000)

Net loss to common shareholders 
   before extraordinary item                    (   14,203)      (  401,890)

Extraordinary item:  
  Gain on reduction of guaranteed note              72,055                -

Net income (loss)                              $    57,852      $(  401,890)


Weighted average common shares outstanding       4,178,722        3,565,451

Basic and diluted loss per share:

Before extraordinary item                     $(      .00)     $(      .11)
Gain on reduction of guaranteed note                  .01                -

Basic income (loss) per share                 $       .01      $(      .11)  


<PAGE>

ITEM 2  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Forward-looking Statements

Statements contained in this Form 10-QSB regarding the Company's future 
prospects or profitability constitute forward-looking statements and as such, 
must be considered with caution and with the understanding that various 
factors could cause actual results to differ materially from those in such 
forward-looking statements.  Such factors include but are not limited to 
failure of pending or anticipated acquisitions to be consummated. 

General

Year 2000 Reporting

On August 4, 1998, the SEC issued expanded requirements for disclosure 
regarding the international computer programming problems whereby certain 
computer programs will not be able to properly recognize the date in the year 
2000. Management believes the Company has no material exposure from the year 
2000 problem.  The Company's management information systems department reports 
that because the Company's system was originally designed to be unaffected by 
year 2000 problem, the Company has no exposure to the problem within its own 
system. Because the Company has discontinued operations, the Company has no 
vendors and suppliers whose non-compliance with correction of the problem 
could cause material damage to the Company.

CURRENT PLANS

During 1999, management of the Company intends to pursue a plan of attempting 
to identify an acquisition that could provide stable operations in order to 
restore shareholder value.
Results of Operations

The Company has discontinued operations.  Net loss for the period consists of 
minor office expenses and depreciation.  

The quarter ended March 31, 1999 compared to the quarter ended March 31, 1998:

Revenues for the quarter ended March 31, 1998 amounted to $4,299,489 compared
to $-0- for the quarter ended March 31, 1999.  The decrease in revenues
reflected for the quarter ended March 31, 1999 is a result of the assignment 
of all of the Company's operating subsidiaries.

Costs and expenses of revenues for the quarter ended March 31, 1998 were 
$4,451,568 compared to $3,203 for the quarter ended March 31, 1999.  The 
decrease in expenses is a result of the assignment of all of the Company's 
operating subsidiaries.

The Company had guaranteed a note related to the operations of the assigned 
subsidiaries.  Per the terms of the note, the note was reduced by receipts to 
the holder of the note from publications of the subsidiaries of Princeton.  
During the three months ended March 31, 1999, the note was reduced by $72,055 
from proceeds of publications of the former subsidiaries of Princeton.  

Net loss for the quarter ended March 31, 1998 from discontinued operations was 
$390,890.  Net income for the quarter ended March 31, 1999 was $68,852 
consisting of the extraordinary item of gain from reduction of guaranteed note 
of $72,055 and loss from operations of $3,203.

Liquidity and Capital Resources

During the quarter ended March 31, 1998, $250,492 in interest expense was
charged to operations compared to $-0- in interest expense for the quarter
ended March 31, 1999.  The interest expense of the prior year period was 
accrued primarily pursuant to two promissory notes delivered by Princeton and 
Firestone in connection with the purchases of the magazine publishing assets 
in March and September of 1996. 

Liquidity and capital resources are discussed in three broad categories: 
operating activities, investing activities and financing activities.

Cash increased $796 to $796 at March 31, 1999 from $-0- at December 31, 1998.  
Net cash provided by operating activities was $796 during the quarter ended 
March 31, 1999 compared to cash used by operating activities of $175,566 
during the quarter ended March 31, 1998. The decrease in net cash used in 
operating activities in the first quarter of 1999 compared to the first 
quarter of 1998 is a result of the assignment of all of the Company's 
operating subsidiaries.

During the quarter ended March 31, 1998, net cash used in investing activities
was $294,775 compared with $-0- used in investing activities during the
quarter ended March 31, 1999.  The decrease is a result of the assignment of 
all of the Company's operating subsidiaries.

During the quarter ended March 31, 1998, net cash provided by financing
activities was $46,469 compared to $-0- from net cash provided by financing 
activities during the quarter ended March 31, 1999 as a result of the 
assignment of all of the Company's operating subsidiaries.

PART II.  OTHER INFORMATION

Item 5:     Certain Relationships and Related Transactions

The Company shares corporate headquarters office space with Celebrity.

Item 6:     Exhibits and Reports on Form 8-K.
(a) Exhibits - None.
(b) Reports on Form 8-K: None.
                                   SIGNATURES

      In accordance with Section 13 and 15 (d) of the Exchange Act of 1934, 
the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

Date: May 20, 1999
                 


                                             PRINCETON MEDIA GROUP, INC.

 
                                             /s/ James J. McNamara
                                             By: James J. McNamara, 
                                             Chairman of the Board and
                                             Acting Chief Executive Officer