SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
   
                                  Amendment No. 1 to
                                    Form 10-QSB/A
      
          [ X ]   QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 1996.

                                       OR

          [   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

              For the transition period from _______ to ________

                         Commission file number 0-16355
   
                           PRINCETON MEDIA GROUP, INC.
    
             (Exact name of small business as specified in its charter)
                      
Ontario, Canada                                                  98-0082860  
 
(State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                         Identification No.)

                  214 Brazilian Avenue #300, Palm Beach, Florida 33480     
                    (Address of principal executive offices)

                                 (561) 659-0121
               (Registrant's telephone number including area code)
   
                               DeNovo Corporation
(Former name, former address and former fiscal year, if changed since last
report)
    

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 preceding 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______    
   
At August 16, 1996, 748,250 common shares were outstanding. 
    
Transitional Small Business Disclosure Format: Yes ____ No X
   
                               PRINCETON MEDIA GROUP, INC.                    
       
                                              INDEX

                                                            Page Number

PART I.           FINANCIAL INFORMATION                          

      Item 1.     Financial Statements                           3-6
        
                         
                  Notes to Financial Statements                  7-10
        

      Item 2.     Management's Discussion and Analysis
                  or Plan of Operation                          10-11


PART II.          OTHER INFORMATION                                         

      Item 6.     Reports on Form 8-K                             11

Signatures                                                        12


PART I.      FINANCIAL INFORMATION

Item 1: Financial Statements:

      All Financial information, unless specifically stated otherwise, is
expressed in United States dollars.


      The following statements have been attached to this form:
      
      Unaudited Consolidated Balance Sheet as of June 30, 1996

      Unaudited Statements of Operations For the Six Months and
      Three Months Ended June 30, 1996 and 1995

      Unaudited Consolidated Statements of Cash Flows 
      For the Six Months Ended June 30, 1996 and 1995

      Unaudited Consolidated Statement of Stockholders' Equity 
      For the Six Months Ended June 30, 1996

      Notes to Unaudited Consolidated Financial Statements




 


<TABLE>
                          PRINCETON MEDIA GROUP, INC.

                          Consolidated Balance Sheets

  
                                                         June 30,1996    December 31, 1995 
                                                          Unaudited           Audited

<S>                                                  <C>               <C>      
Assets  
Current assets

Cash                                                 $       313,825    $     15,498

Accounts receivable, net                                     819,931          22,178
Inventories                                                  159,082  

   Total current assets                                    1,292,838          37,676

Property, plant and equipment, net                         1,789,444          34,234

Other assets                                                                  
Debt issue costs                                             101,614               -
Deposits                                                      29,945               -
Trademarks, copyrights and other intangibles, net          5,275,463               -

   Total assets                                       $    8,489,304     $    71,910

Liabilities
Current liabilities

Accounts payable                                      $      978,565     $   933,475
Accrued expenses                                             271,478          33,081
Deferred revenue                                              96,677          37,497
Convertible debentures payable, net of unamortized
   debt discount                                             404,292               -
Accrued interest                                             131,986               -
   
   Total current liabilities                               1,882,998       1,004,053

Note payable                                               5,000,000               -

SHAREHOLDERS' EQUITY:
Series A Preference Shares                                    28,923          28,923
Series C Preference Shares                                   739,696         739,696
Common Stock                                               6,961,387       4,258,755
Accumulated deficit                                       (6,123,700)     (5,959,517)

   Total Stockholders' equity                              1,606,306        (932,143)
 
Total liabilities and stockholders' equity            $    8,489,304      $   71,910     


                See accompanying notes to financial statements.

</TABLE>


<TABLE>
                                    PRINCETON MEDIA GROUP, INC.  

                              Consolidated Statements of Operations                             
                                             Unaudited                                      

                                                      Three Months Ended                        Six Months Ended     
                                                            June 30,                                June 30,                       
                                                        1996            1995                   1996            1995   
<S>                                             <C>                 <C>                 <C>               <C>   

Net Sales                                         $   2,027,325      $  544,594          $  2,027,757      $   836,711  
                                                                        
Cost of sales                                         1,037,523         226,792             1,039,069          496,667 

Gross profit                                            989,802         317,802               988,688          340,044 
Operating expenses                                      653,345         251,592               659,980          771,859  
Non-recurring operating expenses                        310,960          29,155               348,254           29,155
       
Income (loss) from operations                            25,497          37,055               (19,546)        (460,970)

Interest and other income                                   860          17,453                13,580           21,924
Interest and other expense                             (139,308)        (11,874)             (158,217)        ( 22,745)

Net income(loss)                                       (112,951)         42,634              (164,183)        (461,791)
                                                      


Net income (loss) per share                               $(.33)           $.30                 ($.58)          ($3.15)

Weighted average number of 
    shares outstanding                                  344,630         143,703                284,938          146,693 
                              

                        See accompanying notes to financial statements.

</TABLE>







<TABLE>
                          PRINCETON MEDIA GROUP, INC.

                     Consolidated Statement of Cash Flows
                                                           
                                                        Unaudited

Six months ended June 30,                              1996            1995
<S>                                                 <C>            <C>
Cash flows from operating activities:
   Net loss                                          $(164,183)     $(461,791)
     Adjustments to reconcile net loss to net cash 
     (used in) provided by operating activities                

      Depreciation and amortization                    220,770         23,055
      Gain on forgiveness of debt                         (866)
      Stock issued as payment of commissions                           41,496
      Stock issued as payment for public 
       relations services                                              75,000
      Stock issued on exercise of options                             420,000 
      Stock issued as payment for acquisition
       and related services                             67,734    

Changes in assets and liabilities:

   Decrease (increase)in accounts receivable          (746,209)       475,897
   Decrease (increase)in inventories                  (159,082)       329,202
   Increase in other receivables                         -             10,060
   Decrease (increase) in prepaid expenses 
      and deposits                                    ( 29,945)        47,008  
   Increase in debt issue costs                       (387,711) 
   Increase in other assets                             (9,861)       (20,448)
   Increase (decrease) in accounts payable              45,956       (804,842)
   Increase (decrease)in accrued expenses              163,398         (5,591)
   Decrease in due to related party                   ( 37,497)
   Increase in deferred revenue                         96,677
   Increase in accrued interest payable                131,986
      Net cash (used in) provided by operating
      activities                                      (808,833)       129,046 

Cash flows from investing activities  

      Cash paid for acquisition of trademarks,      (2,049,640)        (5,903)
       copyrights and equipment

Net cash used in investing activities               (2,049,640)        (5,903)

Cash flows from financing activities

      Loans from stockholders                    $      -           $ 377,500
      Repayment of loan to stockholder                               (341,284)
      Proceeds from investment in DeNovo                              115,000
      Advance from related party                                       33,200
      Repayment of advance from related party                         ( 1,750)  
      Proceeds from issuance of common stock         3,156,800
      
Net cash provided by financing activities            3,156,800        182,666

Net increase in cash                                   298,327        305,809 

Cash, beginning of period                               15,498        127,889

Cash, end of period                             $      313,825        433,698

Supplemental disclosures of cash flow information:
                                                       1996            1995

Interest paid                                   $       25,386       $ 18,029
</TABLE>

The Company purchased equipment appraised at $1,814,000 and trademarks and
copyrights valued at $5,186,000 for $1,000,000 in cash, a 90-day note of
$1,000,000 which was paid off on June 28, 1996, and a long-term note of
$5,000,000.  The Company also purchased trademarks and copyrights valued at
$107,390 for $32,390 in cash and an installment loan payable of $75,000.


                 See accompanying notes to financial statements.

<TABLE>

                                      Princeton Media Group, Inc.
                                         
                                   Statement of Shareholders' Equity

                                     Six Months Ended June 30, 1996                
           
                                                 Unaudited  
                                                                                                                            
                                                                                                                            
                                     Preferred Stock      Preferred Stock                                             
                                        Series A             Series C                 Common Stock                                
                                   Shares      Amount    Shares     Amount        Shares      Amount         Deficit  
<S>                               <C>       <C>         <C>         <C>         <C>          <C>             <C>     

    Balance at January 1, 1996      32,500     $28,923   1,100,000   $739,696       222,471   $4,258,755     ($5,959,517)     

    Issuance of Stock                    -           -           -          -       387,326   $2,702,632                      

    Net loss                             -           -           -          -             -            -     (   164,183)    
    
    Balance at June 30, 1996        32,500     $28,923   1,100,000   $739,696       609,797   $6,961,387     ($6,123,700)

           See accompanying notes to financial statements.

</TABLE>


   
                           PRINCETON MEDIA GROUP, INC.
    
                          NOTES TO FINANCIAL STATEMENTS
                                 (Unaudited)

1.    Description of Business
   
      Princeton Media Group, Inc. (which on October 28, 1996, changed its name
from DeNovo Corporation and herein is referred to as "PMG" or the "Company") was
incorporated under the laws of the Province of Ontario, Canada in September
1986.  Through 1994, the principal focus of the Company's activities was on the
development of industrial waste heat recovery systems and wastepaper recycling
projects.  In July 1994, a subsidiary of DeNovo merged with Ampac International
Inc. ("Ampac"), the parent company of TeleConcepts International Inc.
("TeleConcepts").  During 1994, the Company divested itself of all industrial
waste heat recovery and wastepaper recycling projects to focus on the
development of TeleConcepts.
    
      TeleConcepts International, Inc.
      
      Through October, 1995, TeleConcepts was engaged in the design,
manufacture, marketing and distribution of telephones, and telecommunications
equipment.  These products were designed primarily for residential and small
office use and sold typically through mass merchandisers, catalog showrooms,
department stores and telephone operating companies.  As a result of the
downturn in the consumer electronics industry during 1995, as well as
TeleConcepts' inability to secure adequate financing, management discontinued
TeleConcepts' operations.

      Princeton Publishing, Inc.

      On March 29, 1996, the Company purchased from Princeton Publishing, Inc.,
a newly formed Delaware corporation ("Princeton"), 100 shares of common stock,
constituting all of Princeton's issued and outstanding stock, for $1,000,000
cash obtained through the issuance of debt securities. Accordingly, Princeton
became a wholly-owned subsidiary of DeNovo. On the same date, Princeton
purchased from a group of corporations (collectively, the "Seller")
substantially all of their assets and assumed major contracts.

      The acquired assets consisted of intellectual property, fixed assets, and
contract rights.  Trademarks acquired are the names of periodical magazines,
primarily targeted to the adult sports, entertainment, and lifestyle
marketplace.  The fixed assets include furniture, fixtures and equipment,
chiefly, printing equipment.  The contracts assumed are magazine distribution
contracts and leases to real property in New York City and Sussex, Wisconsin.

      The Seller was in the business of publishing, printing and selling 
periodical magazines.  The Company, through its subsidiary, Princeton, is 
continuing such use of the acquired assets.

      Princeton paid $1,000,000 in cash at the closing and signed two promissory
notes for the remainder of the purchase price.  The first note was in the
principal amount of $1,000,000, and was paid off on June 28, 1996 with interest
at the rate of 10.25% per annum.  The second note is in the principal amount of
$5,000,000, payable over 10 years, with interest payments only for the first
three years, 30-year amortized payments for the next seven years, with a balloon
payment on the 10th anniversary.  The interest rate on the second note is prime
plus 2%, maximum 12%, adjustable two times per year.  The second note is
collateralized by a security interest in all the purchased assets.

      On the date of closing, Princeton transferred all purchased intellectual
property including trademarks to Princeton Trademarks, Inc., a newly-formed
Delaware corporation, in exchange for 100 shares in Princeton Trademarks, Inc.,
making that company a wholly-owned subsidiary of Princeton.  Also on the same
date, Princeton transferred all equipment and other fixed assets located in
Sussex, Wisconsin, to Kingston Press, Inc., a newly-formed Delaware corporation,
in exchange for 100 shares in Kingston Press, Inc. making that company also a
wholly-owned subsidiary of Princeton.

2.    Summary of Significant Accounting Policies

      (A)   Basis of Presentation

      The accompanying financial statements have been prepared assuming the
Company will continue as a going concern.  During 1995, as result of continuing
losses and the inability of the Company to obtain additional financing to
support operations, the Company ceased operations of its only operating 
subsidiary, Teleconcepts.  As of December 31, 1995, all assets and liabilities 
were written down and presented at their net realizable value.  On March 29, 
1996, the Company acquired a new operating subsidiary, Princeton Publishing, 
Inc., as detailed in Note 1. The interim consolidated financial statements
have not been audited by independent public accountants. In the opinion of the
Company, the unaudited consolidated financial statements incorporate all
transactions and adjustments (consisting only of normal, recurring adjustments) 
necessary to present fairly the financial position of the Company as of June 
30, 1996 and the results of operations and cash flows for the three and six 
months ended June 30, 1996 and 1995.  The consolidated financial statements 
should be read in conjunction with the summary of significant accounting 
policies and notes to consolidated financial statements included in the 
Company's Form 10-KSB for the year ended December 31, 1995.

      The results of operations for the interim period are not necessarily
indicative of the results to be expected for the full year.

      (B)   Basis of Consolidation
   
      The consolidated financial statements include the accounts of PMG and its
wholly owned subsidiaries, Teleconcepts International, Inc., and Princeton
Publishing, Inc. and subsidiaries.  All significant intercompany transactions
and balances have been eliminated.
    
      (C)   Cash and Cash Equivalents

      The Company considers cash equivalents to include short-term, highly
liquid investments with original maturities of three months or less.

      (D)   Accounts Receivable

      Accounts receivable are recorded net of estimated returns of periodicals,
credits and allowances of $2,811,366.

      (E)   Inventories

      Inventories, including paper and other materials used in the production of
the Company's publications, are valued at the lower of cost (on a FIFO basis) or
market.

      (F)   Property, Plant and Equipment

      Machinery, furniture and equipment are stated at cost less accumulated
depreciation.  Depreciation is provided at rates based on the estimated useful
lives using the straight-line method.  Expenditures for maintenance and repairs
are charged to expense as incurred; replacements and major improvements are
capitalized. Machinery and equipment were purchased for $1,814,000 by Princeton
Publishing on March 29, 1996.  At June 30, 1996 and December 31, 1995 remaining 
equipment of TeleConcepts consists of computer equipment with a five year life 
depreciated using the straight line method. Property, plant and equipment is 
shown net of accumulated depreciation of $74,785 as of June 30, 1996. 

      (G)   Trademarks and Copyrights

      On March 29, 1996 the Company purchased the trademarks and copyrights of
sixteen magazines for $5,186,000 and in June, 1996, purchased the trademark and
copyright of another publication for $107,387.  Trademarks and copyrights are
carried at cost and are being amortized on a straight-line basis over 35 years.
Intangible assets are shown net of accumulated amortization of $37,785 as of
June 30, 1996. 

      (H)   Revenue Recognition

      Revenues from commercial printing are recognized at the time the printing
of a customer order is completed.  Any billings in advance of that time are
recorded as deferred revenue.   The sale of magazine subscriptions are recorded
as unearned revenue at the gross subscription price at the time the order is
received, and subscription revenue is then recognized over the term of the
subscription.  Sales of magazines (net of estimated returns) are recorded when
each issue goes on sale.

      (I)   Income Taxes

      The Company uses the liability method of accounting for deferred
income taxes.  Under this method, deferred tax assets and liabilities are
determined based on the difference between the financial statement and tax bases
of assets and liabilities using tax rates in effect for the year in which the
differences are expected to reverse.

      (J)   Use of Estimates

      Management of the Company has made estimates and assumptions in the
preparation of the accompanying consolidated financial statements in conformity 
with generally accepted accounting principles that affect the reported amounts 
of assets and liabilities and disclosures at the dates of the financial 
statements, as well as the reported amounts of revenues and expenses during the 
reporting period.  Actual results could differ from these estimates.

      (K)   Advertising Costs

      The costs of advertising are expenses as incurred.

      (L)   Loss Per Share

      Loss per share is computed by adding cumulative preferred dividends to 
net loss in order to determine net loss attributable to common stockholders. 
This amount is then divided by the weighted average number of common shares
outstanding.

      Common stock equivalents for preferred stock are considered anti-dilutive
and therefore not considered in the computation of Loss Per Share.  In
addition, loss per share does not give effect to common stock equivalents
arising from exercising stock options or warrants due to the exercise price of
the common stock exceeding the average market price.


                  
3.    Capital Stock

      (A)   Preferred Stock:

      Unlimited number of preference shares, issuable in series, without par
value.  The rights, privileges, restrictions and conditions of each series to be
issued shall be fixed from time to time by the directors.

            Series A:
   
      32,500 shares issued and outstanding at June 30, 1996, redeemable at the
option of the Company at any time at a price of $1.24 per share, convertible at
the option of the holder at any time into common share of the Company at a price
equivalent to $1.24 per 1/200th of a common share (as of the date of filing of
this Amendment).  Upon liquidation Series A preference shares are entitled to 
receive from the assets of the Company an amount equal to $1.24 for each 
preference share held before any of the assets of the Company are distributed to
holders of Common shares or any other class of the Company ranking junior to the
Series A preference shares.
    
            Series C:
               
      1,100,000 $8.00 Series C voting preference shares issued and outstanding
at June 30, 1996, redeemable at the option of the Company until January 31, 1998
under certain conditions pertaining to the trading prices of the Company's
common shares, and convertible at the option of the holder at any time into
common shares of the Company on the basis of two hundred Series C shares for one
common share (as of the date of filing of this Amendment).  The conversion ratio
is subject to adjustment under certain conditions, including conditions relating
to trading prices and subsequent share issues.  Holders of Series C preference 
shares are entitled to receive a cumulative dividend of US $.04 per share 
annually, payable in cash or common shares of the Company.  Dividends in arrears
totaled $162,000 at June 30, 1996. Upon liquidation Series C preference shares 
are entitled to receive from the assets of the Company an amount equal to $.80 
for each preference share held plus all accrued and unpaid dividends before any
of the assets of the Company are distributed to holders of Common shares or any
other class of the Company ranking junior to the Series C preference shares.
    
      (B)   Common Stock:
   
      Unlimited number of common shares without par value.  On October 24, 1996,
shareholders approved a one-for-twenty reverse stock split.  All common stock
amounts shown in this amended report have been adjusted to reflect this reverse
split.
    
   
      (C)   Issued and outstanding -           June 30,1996    December 31,1995

            32,500 Series A Preference Shares    $   28,923    $  28,923
            1,100,000 Series C Preference Shares    739,696      739,696
            609,797 and 222,471 common
              shares, respectively                6,961,387    4,258,755
                                                $ 7,730,006   $5,027,374
    
   
From July 1, 1996 to August 16, 1996 an additional 138,453 shares of common
stock were issued by the Company, primarily pursuant to conversion of
convertible debentures previously issued and sold pursuant to Regulation S.
                                                           
5.    Loss Per Share

      The loss per share amounts have been calculated using the weighted average
number of shares outstanding.  They are as follows:
   
                        June 30, 1996            287,775

                        June 30, 1995            146,693
    


   
6.    Amended Form 10-QSB

      This amendment is being filed to reflect an adjustment as follows.  Upon
payment of a $1 million note to the seller of assets detailed in Note 1,
$115,780 was credited to the buyer for allowance on returns of magazines and
advertising payments on accounts of operations.  This amount was incorrectly
recognized as income and should have been a reduction of accounts receivable. 
Accordingly, accounts receivable and net sales are reduced by $115,780 herein. 
The correction was included in the year to date amounts shown as of August 31,
1996, in Form 8-K/A dated September 27, 1996 and filed October 3, 1996.
    


ITEM  2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
         PLAN OF OPERATION


General

      The Company, through its wholly-owned subsidiary, Princeton Publishing,
Inc., is engaged in the publishing and distribution of 17 periodical 
consumer lifestyle magazines.  Princeton's editorial staff and offices are
located in New York City.  A wholly-owned subsidiary of Princeton,
Kingston Press, Inc., owns and maintains a printing plant in Sussex, Wisconsin.
The plant is used for the printing of the Company's magazines and to perform
printing work for third parties on a contract basis.  The Company's executive
offices are located in Palm Beach, Florida.

      The Company has discontinued the operations of its subsidiary,
TeleConcepts, Inc., as of December 31, 1995.  TeleConcepts was engaged in the
design, manufacture, marketing and distribution of telephones and
telecommunications equipment.

Results of Operations

Six-Month Period Ended June 30, 1996 Compared to Six-Month Period Ended June 30,
1995
   
      Revenues for the six-month period ended June 30, 1996 amounted to
$2,027,757 compared to $836,711 for the six-month period ended June 30, 1995,
reflecting an increase of $1,191,046.  Revenues are almost wholly derived from 
magazine sales, subscriptions and advertising.  The increase in revenues 
reflected for the six-month period ended June 30, 1996 is a result of the 
Company's acquisition of magazine publishing assets in March of 1996 and the 
Company's continuing use of those assets in the same business.  Costs and 
expenses of revenues for the six-month period ended June 30, 1996 were 
$2,047,403, compared to $1,297,681 for the six-month period ended June 30, 
1995, resulting in an increase $749,722.  The increase is attributable
to the combination of non-recurring acquisition costs and continuing operations
in connection with the change in business of the Company from telecommunications
equipment sales to magazine publishing, printing and distribution.  See
"Liquidity and Capital Resources."
    
      During the six-month period ended June 30, 1996, $158,217 in interest
expense was charged to operations compared to $22,745 for the six-month period
ended June 30, 1995, reflecting an increase of $135,472.  The increase was due
to interest paid pursuant to a promissory note delivered by Princeton as part of
the purchase price of the magazine publishing assets purchased by Princeton in
March of 1996.  
   
      Net losses for the six-month period ended June 30, 1996 were $164,183
which represents a decrease of $297,608 from the net loss of $461,791 for
the six-month period ended June 30, 1995.  This decrease in losses is
attributable to the operations and revenue of the Company's subsidiary,
Princeton Publishing, Inc. and discontinuation of the operations of
TeleConcepts, Inc.
    
Liquidity and Capital Resources

      The Company intends to continue the operations of its wholly-owned
subsidiary, Princeton Publishing, Inc. and that company's wholly-owned
subsidiaries, Princeton Trademarks, Inc. and Kingston Press, Inc.  Management
anticipates net sales of approximately $7,500,000 for calendar year 1996 from
these operations.  While there can be no assurance, the Company is confident
that revenues from these operations will be substantially greater than revenues
from the Company's previous business.  Interest payments of approximately
$43,000 each are due monthly pursuant to a promissory note executed upon
acquisition of the publishing assets.  The Company anticipates that cash flows
from operations will be sufficient to maintain all debt service of Princeton.
      
      As indicated in its Form 8-K dated July 18, 1996, the Company, through
another wholly-owned subsidiary, Firestone Publishing, Inc., has entered into a
contract to purchase substantially all of the assets and operations of Dugent
Publishing Corporation, which reported gross revenues of $7.2 million and net 
taxable income of $1.8 million for calendar year 1995.  Firestone paid 
$1,000,000 to the seller upon entering into the contract.  The purchase will be
consummated if the Company pays an additional $2,000,000 in cash and executes a 
promissory note in the amount of $4,000,000 with interest, on or before October 
15, 1996.  If the Company fails to do so, the purchase will not be consummated
and the Company will not be entitled to any refund of the $1,000,000 paid. 
Management anticipates consummation of the purchase and intends to finance the 
$2,000,000 payment with either a short-term loan, which has been arranged, or 
additional sales of the Company's common stock. If the purchase is consummated, 
all operations will continue with the same assets and employees without 
interruption upon closing on or before October 16, 1996. In addition, net income
from those operations during the period July 18, 1996 until consummation of the
purchase will be paid to Firestone in connection with the acquisition.
[SUBSEQUENT EVENT MEMO ADDED TO THE AMENDED FORM 10-QSB: The option was
exercised on September 6, 1996, as detailed in a Form 8-K filed on September 9,
1996.] Management anticipates additional cash flow from this acquisition.
    
   
      In August 1996 management completed the sale of all of the stock of
TeleConcepts, Inc., a wholly-owned subsidiary with substantial accumulated
deficit, which transaction increased shareholders' equity in the Company.
    
      Liquidity and capital resources are hereinafter discussed in three broad
categories:  operating activities, investing activities and financing
activities.

      Cash decreased $119,873 to $313,825 at June 30, 1996 from $433,698 at 
June 30, 1995.  Net cash used for operating activities was $808,833 during 
the six-month period ended June 30, 1996 compared to cash provided by operating
activities of $129,046 during the six-month period ended June 30, 1995.  The
increase is attributable to the combination of non-recurring acquisition costs
and continuing operations in connection with the change in business of the
Company from telecommunications equipment sales to magazine publishing, printing
and distribution.

      During the six-month period ended June 30, 1996, net cash used for
investing activities was $1,049,640, compared with $5,903 used for investing
activities during the six-month period ended June 30, 1995.  The increase of
$1,043,737 is due to purchase of trademarks, copyrights and equipment for the
Company's publishing operations.
   
      During the six-month period ended June 30, 1996, net cash provided by
financing activities was $2,156,800, representing an increase of $1,974,134 from
net cash provided by financing activities of $182,666 during the six-month
period ended June 30, 1995.  The increase is a result primarily of the net
proceeds from the sales of the Company's securities which were made in order to
capitalize Princeton Publishing, Inc., so that it could consummate the purchase
of the magazine publishing assets, and also to capitalize the Company's wholly-
owned subsidiary, Firestone Publishing, Inc. [SUBSEQUENT EVENT MEMO TO THE
AMENDED FORM 10-QSB:  On September 6, 1996, Princeton Media Group, Inc. acquired
substanitally all of the assets and operations of Dugent Publishing Corporation
for $7 million, consisting of $3 million in cash and a $4 million note payable 
to the seller as detailed in Form 8-K dated September 6, 1996, and filed on
September 9, 1996.]  
    
     
CAUTION:  Statements contained in these notes and accompanying financial 
statements 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
changes in revenues from distribution, advertising and subscriptions; changes
in costs of materials and operations; and failure of pending or anticipated
acquisitions to be consummated.


                          PART  II.   OTHER INFORMATION


      
Item 6.     Exhibits and Reports on Form 8-K

      (a)   Exhibits:

Exhibit 
Number       Exhibit

2.1       Asset Purchase and Sale Agreement with Dugent Publishing Corp. dated
          July 18, 1996, filed as Exhibit 2.1 to the Company's Report on Form 
          8-K dated July 18, 1996, File No. 0-16355, filed with the Securities
          and Exchange Commission on August 1, 1996.
           
  
      (b)  The following reports on Form 8-K were filed during the quarter ended
June 30, 1996 by the Company:
   
<TABLE>
<S>              <C>              <C>                       <C>
Date of Report    Date Filed       Items Reported           Financial Statements Filed

March 29, 1996    April 12, 1996    Princeton Publishing      None
                                    Acquisition

March 29, 1996    June 10, 1996     Princeton Publishing      Audited Combined Financial 
(Amendment)                         Acquisition               Statements of Business 
                                                              Acquired; Unaudited Pro  
                                                              Forma Condensed Combined
                                                              Financial Statement of 
                                                              Business Acquired; Unaudited
                                                              Pro Forma Financial
                                                              Statements of PMG and
                                                              Subsidiaries

May 21, 1996      June 18, 1996     Current Balance Sheets    Unaudited Pro Forma
                                    (for Nasdaq purposes)     Consolidated Balance Sheets




</TABLE>
    
                                   SIGNATURES

      In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Date: November 14, 1996



                                                    PRINCETON MEDIA GROUP, INC.

 
                                                    /s/ James J. McNamara
                                                    By: James J. McNamara, 
                                                          Chairman of the Board