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

                                FORM 10-QSB/A #1
(mark one)
      [ X ]            ANNUAL REPORT PURSUANT TO SECTION 13
                 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
                   FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002

      [    ]           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
September 30, 2002:
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 November 19, 2002 was 4,178,722.

Transitional Small Business Disclosure Format (check one):

            Yes  [   ]        No  [ X ]


PART I.           FINANCIAL INFORMATION

      Item 1.     Financial Statements (unaudited)

All financial information is expressed in United States dollars.

      INDEX TO FINANCIAL STATEMENTS

         Balance Sheet September 30, 2002

         Statements of Operations and Accumulated Deficit
           for the Three Months Ended September 30, 2002 and 2001
           and for the Nine Months Ended September 30, 2002 and 2001

         Statements of Cash Flows
           for the Nine Months Ended September 30, 2002 and 2001

         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


                          PRINCETON MEDIA GROUP, INC.
                                Balance Sheet
                             September 30, 2002

                                    Assets
Current assets

Cash                                               $         113
Due from affiliates                                        9,955

   Total current assets                                   10,068

Property and equipment                                    43,408
   Less accumulated depreciation                         (42,488)
Property and equipment, net                                  920


Total assets                                        $     10,988

                  Liabilities and Shareholders' Equity (Deficit)

Current liabilities

Accounts payable                                    $    226,829
Accrued expenses                                          50,000
Advances payable - related parties                       174,966
Note payable                                             250,000
Accrued interest                                          10,502

   Total current liabilities                             712,297

Shareholders' equity (deficit):

Series A Preference Shares                                28,923
Series C Preference Shares                               739,696
Common Stock                                          21,297,570
Deficit                                              (22,767,498)

    Total shareholders' equity (deficit)             (   701,309)

Total liabilities and shareholders' equity          $     10,988

            See accompanying notes to financial statements.


			PRINCETON MEDIA GROUP, INC.

		Statements of Operations and Accumulated Deficit

                                                (Unaudited)

                           Three Months Ended              Nine Months Ended
                                September 30,                 September 30,
                          2002            2001              2002        2001


Net revenues         $       -    $          -        $       -    $        -

Costs and operating
  expenses:

Selling and
  administrative     $   5,110    $      3,270        $   7,740     $   10,670
Depreciation             2,170           2,170            6,510          6,510

Income (loss) from
  operations           ( 7,280)       (  5,440)         (14,250)      ( 17,180)

Net income (loss)      ( 7,280)       (  5,440)         (14,250)      ( 17,180)

Accumulated deficit,
  beginning of
  period           (22,753,248)    (22,644,145)     (22,753,248)   (22,629,450)

Accumulated deficit,
  end of period   $(22,767,948)   $(22,661,325)    $(22,767,948)  $(22,632,454)

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


		See accompanying notes to financial statements.


                          PRINCETON MEDIA GROUP, INC.
                            Statements of Cash Flows

                                   (Unaudited)

                                              Nine months ended September 30,
                                                    2002          2001


Cash flows from operating activities:
   Net income (loss)                         $  ( 14,250)   $   ( 17,180)
     Adjustments to reconcile net loss
     to net cash used in
     operating activities

      Depreciation                                 6,510           6,510


   Changes in assets and liabilities
     Increase (decrease) in:

      Net cash used in operating
         activities                                7,740          10,670

Cash flows from investing activities:

      Net cash provided by (used in)
         investing activities                        -               -

Cash flows from financing activities:

      Proceeds from note payable - affiliate       5,110            9,493

      Net cash provided by
         financing activities                      5,110            9,493

Net increase (decrease) in cash                  ( 1,685)	    4,789

Cash, December 31, 2001 and 2000                   1,798               54

Cash, September 30, 2002 and 2001            $       113      $     4,843


             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 financial statements contain all adjustments (consisting
only of normal recurring accruals) necessary to present fairly the
financial position as of September 30, 2002, and the results of operations
for the three months ended and nine months ended September 30, 2002
and 2001 and their cash flows for the nine-month periods ended
September 30, 2002 and 2001.  The results of operations for the nine months
ended September 30, 2002 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, 2001.

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 nine months ended September 30, 2002 and 2001, cumulative
dividends of $22,000, respectively, 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 September 30, 2002 and 2001:
                                                        2002           2001

Net loss from operations                         $ (  14,250)   $ (   17,180)
  Preferred dividends - Series C                 $ (  22,000)   $ (   22,000)

Net loss to common shareholders   	         $ (  36,250)   $ (   39,180)

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

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


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.

CURRENT PLANS

During 2002, 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 from operations for the
period consists of minor office expenses, audit fees, and depreciation.

The nine months ended September 30, 2002 compared to the nine months
ended September 30, 2001:

There were no revenues for the nine months ended September 30, 2002 or
for the nine months ended September 30, 2001.

Costs and expenses for the nine months ended September 30, 2002
were $14,250 compared to $17,180 for the nine months ended
September 30, 2001.

Net loss for the nine months ended September 30, 2002 and 2001 were
$14,250 and $17,180, comprised of administrative maintenance costs
and depreciation.

Liquidity and Capital Resources

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

During the nine-month periods ending September 30, 2002 and 2001 there
were no interest expenses charged to operations.

Cash decreased $1,685 to $113 at September 30, 2002 from $1,798 at December
31, 2001.  Net cash used in operating activities was $7,740 during the nine
months ended September 30, 2002 compared to $10,670 during the nine months
ended September 30, 2001.  The increase in net cash used in operating
activities in the first nine months of 2002 compared to the first nine
months of 2001 is a result of accounting and minimal maintenance
expenditures.

During the nine-month periods ending September 30, 2002 and 2001, there
was no net cash provided by or used in investing activities.

During the nine months ended September 30, 2002, net cash provided by
financing activities was $5,110 compared to $9,493 net cash provided by
financing activities during the nine months ended September 30, 2001.
The cash provided by financing activities is a result of the advances
made by related parties to cover minimal operating expenses and audit
fees.

PART II.  OTHER INFORMATION

Item 5:     Certain Relationships and Related Transactions

The Company shares corporate headquarters office space with Celebrity.
During 2002 and 2001, advances were made to the Company by certain
related parties on short-term bases at nominal interest rates to cover
maintenance 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 September 30, 2002
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 September 30, 2002
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
September 30, 2002 (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
September 30, 2002 (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.