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

                                    FORM 10-QSB/A #1


(mark one)
      [ X ]            QUARTERLY REPORT PURSUANT TO SECTION 13
                 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
                   FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003

      [    ]           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 260, Palm Beach, Florida 33480
          (Address of principal executive offices)
                              561/309-3169
                         (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,
2003: 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 14, 2003 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, 2003

Statements of Operations and Accumulated Deficit
   for the Three Months Ended March 31, 2003 and 2002

Statements of Cash Flows
   for the Three Months Ended March 31, 2003 and 2002

Notes to 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, 2003


(Unaudited)

<S>                                                          <C>
                                        Assets
Current assets
Cash                                                     $        23
Due from affiliates                                           10,453

   Total current assets                                       10,476

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

Property and equipment, net                                        -


Total assets                                             $    10,476

                    Liabilities and Shareholders' Equity

Current liabilities:
Accounts payable                                         $   229,410
Accrued expenses                                              50,000
Settlement payable                                                 -
Advances payable - related parties                           179,802
Note payable                                                 250,000
Accrued interest                                              18,782

   Total current liabilities                                 727,994


Shareholders' equity (deficit):
Series A Preference Shares                                    28,923
Series C Preference Shares                                   739,696
Common Stock                                              21,297,570
Deficit                                                  (22,783,707)

    Total shareholders' equity                           (   717,518)

Total liabilities and shareholders' equity              $     10,476

</TABLE>

            See accompanying notes to consolidated financial statements.

<PAGE>



<TABLE>
                                    PRINCETON MEDIA GROUP, INC.
                       Statements of Operations and Accumulated Deficit
                      For the Three Months Ended March 31, 2003 and 2002

                                          (Unaudited)

                                                       2003            2002
<S>                                              <C>               <C>

Net revenues                                               -                -

Costs and operating expenses:
   Selling and administrative                             45                -

      Income (loss) from operations                  (    45)	       (2,170)

Other income (expense)
   Gain on reduction of guaranteed note payable           -                 -

Net income (loss)                                    (    45)          (2,170)

Accumulated deficit -
    December 31, 2002 and 2001                   (22,783,707)     (22,644,145)

Accumulated deficit - end of period           $ ( 22,659,962)   $ (22,644,145)


Basic and diluted loss per share:             $ (       0.01)   $ (      0.01)


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


<TABLE>
                          PRINCETON MEDIA GROUP, INC.

                           Statements of Cash Flows
                 For the Three Months Ended March 31, 2003 and 2002
                                  (Unaudited)

                                                   2003            2002
                                               <C>              <C>
Cash flows from operating activities:
   Net loss			          $      (   45)    $  (   2,170)
     Adjustments to reconcile net loss
     to net cash used in
     operating activities
      Depreciation                                    -            2,170

   Changes in assets and liabilities
      Net cash used in
      operating activities                        (  45)               -

Cash flows from investing activities:

      Net cash used in
         investing activities                         -                -

Cash flows from financing activities:
   Proceeds from notes payable                        -                -
   Payment to affiliate                               -                -

      Net cash provided by
         financing activities                         -                -

Net increase (decrease) in cash                   (  45)                -

Cash, December 31, 2002 and 2001                     68             1,798

Cash, March 31, 2003 and 2002               $        23        $    1,798


Supplemental disclosures of cash flow information:
                                                   2003              2002

Interest paid                               $         -        $        -

</TABLE>

<PAGE>

             See accompanying notes to consolidated financial statements.


                           PRINCETON MEDIA GROUP, INC.

                          NOTES TO FINANCIAL STATEMENTS

1.   Basis for Presentation

The accompanying unaudited interim financial statements include the accounts
of Princeton Media Group, Inc. ("Princeton"). 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.

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, 2003, and the results of their operations in 2003 and 2002 and their
cash flows for the three months ended March 31, 2003 and 2002.  The results of
operations for the three months ended March 31, 2003 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, 2002.

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, 2003, 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, 2003 and 2002:
                                                      2003             2002

Net loss                                       $(       45)     $(    2,170)
  Preferred dividends                           (   11,000)      (   11,000)

Net loss to common shareholders                 (   11,045)      (   13,170)

Net income (loss)                              $(   11,045)     $(   13,170)

Weighted average common shares outstanding       4,178,722        4,178,722

Basic and diluted loss per share:

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

<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

CURRENT PLANS

During 2003, management of the Company intends to pursue a plan of attempting
to identify an acquisition that could provide stable operations in order to
help restore shareholder value.

Results of Operations

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

The quarter ended March 31, 2003 compared to the quarter ended March 31, 2002:

There were no revenues during either the quarter ended March 31, 2003 or the
quarter ended March 31, 2002.

Expenses for the quarter ended March 31, 2003 were $45 compared to $0 expense
for the quarter ended March 31, 2002.  The increase in expenses is a result of
bank charges.

Net loss for the quarter ended March 31, 2003 was $45.  Net loss for the
quarter ended March 31, 2002 was $2,170.  The decrease is due principally to
the completion during 2002 of depreciation on property and equipment.

Liquidity and Capital Resources

During the quarters ended March 31, 2003 and March 31, 2002, there were no
interest expenses charged to operations.

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

Cash decreased $45 to $23 at March 31, 2003 from $68 at December 31,
2002.  Net cash used by operating activities was $45 during the quarter
ended March 31, 2003 compared to cash used by operating activities of $-0-
during the quarter ended March 31, 2002. The increase in net cash used in
operating activities in the first quarter of 2003 compared to the first
quarter of 2002 is a result of bank charges.

During the quarters ended March 31, 2003 and March 31, 2002, there was no net
cash provided by or used in investing activities.

During the quarters ended March 31, 2003 and March 31, 2002, there was no net
cash provided by or used in financing activities.


PART II.  OTHER INFORMATION

Item 3:  Legal Proceedings

Litigation commenced during 2000 by Henry M. McQueeney et al. in the United
States District Court, Eastern District of Wisconsin.  The matter was
settled during 2001 and has been dismissed.


Item 5:     Certain Relationships and Related Transactions

The Company shares corporate headquarters office space with Celebrity.
During 2003 and 2002, certain related parties have advanced amounts to
the Company on short-term bases at nominal interest rates to cover
maintainance costs during the period that management of the Company
is seeking new operations.

Item 6:     Exhibits and Reports on Form 8-K.
(a) Exhibits

The following Exhibits are filed herewith:

99.1	Certification of Principal Executive Officer
        Pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002 (18 U.S.C. 1350)

99.2	Certification of Principal Financial Officer
        Pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002 (18 U.S.C. 1350)

(b) Reports on Form 8-K: None.

Item 7.  Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's Exchange Act
reports is recorded, processed, summarized, and reported within the time
periods specified in the SEC's rules and forms, and that such information is
accumulated and communicated to the Company's management, including its Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure based closely on the definition of
"disclosure controls and procedures" in Rule 13a-14(c).  In designing and
evaluating the disclosure controls and procedures, management recognized that
any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives,
and management necessarily was required to apply its judgment in evaluating
the cost-benefit relationship of possible controls and procedures.

Within 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and the Company's
Chief Financial Officer, of the effectiveness of the design and operation of
the design and operation of the Company's disclosure controls and procedures.
Based on the foregoing, the Company's disclosure controls and procedures were
effective.

There have been no significant changes in the Company's internal controls or
in other factors that could significantly affect the internal controls
subsequent to the date the Company completed its evaluation.



                                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: July 14, 2003


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

                                             /s/ J. William Metzger
                                             By: J. William Metzger,
                                             Chief Financial Officer


CERTIFICATION BY CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Princeton Media Group, Inc.
(the "Company") on Form 10-QSB for the period ended March 31, 2003
as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), I, James J. McNamara, Chief Executive Officer
of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 202, that:

1. I have reviewed this Quarterly Report on Form 10-QSB of Princeton Media
Group, Inc.;

2. Based on my knowledge, this Quarterly Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this Quarterly
Report;

3. Based on my knowledge, the financial statements, and other financial
information included in this Quarterly Report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this Quarterly Report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15-d-14) for the registrant and we have:

     (a) designated such disclosure controls and procedures to ensure that
     material information related to the registrant, including its consolidating
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this Quarterly Report is being
     prepared;

     (b) evaluated the effectiveness of the registrant's disclosure controls and
     procedures as of a date within 90 days prior to the filing date of this
     Quarterly Report ("Evaluation Date"); and

     (c) presented in the Quarterly Report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
the registrant's Board of Directors (or persons performing the equivalent
function):

     (a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     process, summarize and report financial data and have identified for the
     registrant's auditors and material weakness in internal controls; and

     (b) any fraud, whether or not material, that involves management or other
     employees who have significant role in the registrant's internal controls;
     and

6. The registrant's other certifying officer and I have indicated in this
Quarterly Report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.


                                         Date: July 14, 2003

                                         By: /s/  James J. McNamara
                                             -----------------------------------
                                         James J. McNamara
                                         Chief Executive Officer


CERTIFICATION BY CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Princeton Media Group, Inc.
(the "Company") on Form 10-QSB for the period ended March 31, 2003
as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), I, J. William Metzger, Chief Financial Officer
of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 202, that:

1. I have reviewed this Quarterly Report on Form 10-QSB of Princeton Media
Group, Inc.;

2. Based on my knowledge, this Quarterly Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this Quarterly
Report;

3. Based on my knowledge, the financial statements, and other financial
information included in this Quarterly Report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this Quarterly Report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15-d-14) for the registrant and we have:

     (a) designated such disclosure controls and procedures to ensure that
     material information related to the registrant, including its consolidating
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this Quarterly Report is being
     prepared;

     (b) evaluated the effectiveness of the registrant's disclosure controls and
     procedures as of a date within 90 days prior to the filing date of this
     Quarterly Report ("Evaluation Date"); and

     (c) presented in the Quarterly Report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
the registrant's Board of Directors (or persons performing the equivalent
function):

     (a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     process, summarize and report financial data and have identified for the
     registrant's auditors and material weakness in internal controls; and

     (b) any fraud, whether or not material, that involves management or other
     employees who have significant role in the registrant's internal controls;
     and

6. The registrant's other certifying officers and I have indicated in this
Quarterly Report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.

                                               Date: July 14, 2003

                                               By: /s/ J. William Metzger
                                                   -----------------------------
                                               J. William Metzger
                                               Chief Financial Officer



Exhibit 99.1

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                       PURSUANT TO 18 U.S.C. SECTION 1350

The undersigned, James J. McNamara, the Chief Executive Officer of
Princeton Media Group, Inc., an Ontario corporation (the "Company"),
pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the
Sarbanes Oxley Act of 2002, hereby certifies that:

(1) the Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 2003 (the "Report") fully complies with the requirements of
Section 13(a) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.

                                             /s/James J. McNamara
                                                Chief Executive Officer
Dated July 14, 2003

This certification accompanies this Report on Form 10-QSB pursuant to
Section 906 of the Sarbanes Oxley Act and shall not, except to the extent
required by such Act, be deemed filed by the Company for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.


Exhibit 99.2

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
                       PURSUANT TO 18 U.S.C. SECTION 1350

The undersigned, J. William Metzger, the Chief Financial Officer of
Princeton Media Group, Inc., an Ontario corporation (the "Company"),
pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the
Sarbanes Oxley Act of 2002, hereby certifies that:

(1) the Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 2003 (the "Report") fully complies with the requirements of
Section 13(a) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.

                                             /s/ J. William Metzger
                                                 Chief Financial Officer
Dated July 14, 2003

This certification accompanies this Report on Form 10-QSB pursuant to
Section 906 of the Sarbanes Oxley Act and shall not, except to the extent
required by such Act, be deemed filed by the Company for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.