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

                              FORM 10-QSB/A #2


      [ 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  [  ]   NO   [X]

Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).

YES  [X]    NO  [  ]

The number of shares outstanding of the issuer's common stock,
no par value, as of December 15, 2006 was 4,178,722.

Transitional Small Business Disclosure Format (check one):

YES  [  ]   NO   [X]






EXPLANATORY NOTE REGARDING AMENDMENT NO. 2

The Company is amending its Form 10-QSB for the period ended March 31, 2003
to restate its unaudited financial statements at March 31, 2003 to accrue
additional interest of $2,217 relating to advances made by related parties
and to write off fully depreciated and abandoned fixed assets.

The Items of this form 10-QSB/A#2 for the period ended March 31, 2003 which
are amended and restated are as follows:  Part I Financial Information, Item
1 Financial Statements and Item 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations.  Further, Part II Other
Information of this 10-QSB/A#2 includes currently dated certificates from the
Company's Chief Executive Officer and Chief Financial Officer in Exhibits
31.1, 31.2, 32.1 and 32.2.

The remaining Items contained in this Form 10-QSB/A#2 consist of all other
Items originally contained in the Company's Form 10-QSB/A#1 for the fiscal
period ended March 31, 2003 as filed on July 16, 2003.  This form 10-QSB/A#2
does not reflect events occurring after the filing of the original Form 10-
QSB/#1, nor modify or update those disclosures in any way other than as
required to reflect the effects of the restatement.





































<TABLE>
                            TABLE OF CONTENTS
<S>                                                                <C>

                                                                    Page

PART I   FINANCIAL INFORMATION

         Item 1.  Financial Statements (Unaudited) . . . . . . . .   3

         Balance Sheet (Unaudited) as of March 31, 2003 . . . . .    4

         Statements of Operations (Unaudited) for the
              Three Months Ended March 31, 2003 and 2002 . . . . .   5

         Statements of Cash Flows (Unaudited) for the
              Three Months Ended March 31, 2003 and 2002 . . . . .   6

         Notes to Unaudited Financial Statements . . . . . . . . .   7

         Item 2.  Management's Discussion and Analysis or
              Plan of Operation . . . . . . . . . . . . . . . . . . 13

         Item 3.  Controls and Procedures . . . . . . . . . . . .   14

PART II  OTHER INFORMATION

         Item 1.  Legal Proceedings . . . . . . . . . . . . . . .   14

         Item 2.  Unregistered Sales of Equity Securities and
                    Use of Proceeds . . . . . . . . . . . . . . .   14


         Item 3.  Defaults Upon Senior Securities . . . . . . . . . 15

         Item 4.  Submission of Matters to a Vote

               of Security Holders . . . . . . . . . . . . . . . .  15

         Item 5.  Other Information . . . . . . . . . . . . . . . . 15

         Item 6.  Exhibits . . . . . . . . . . . . . . . . . . . .  15

         Signatures . . . . . . . . . . . . . . . . . . . . . . . . 15

</TABLE>









<TABLE>
                            PRINCETON MEDIA GROUP, INC.

                                  Balance Sheet
                                 March 31, 2003
                                   (Unaudited)

                                      Assets

<S>							 <C>

Current assets

Cash                                                     $        23
Due from affiliates                                           10,453
                                                             _______
   Total current assets                                       10,476
                                                             ________

Total assets                                             $    10,476
                                                             =======

                    Liabilities and Shareholders' Deficit

Current liabilities:
Accounts payable                                         $   229,409
Loans and advances payable                                   300,000
Advances payable - related parties                           179,802
Accrued interest                                              21,000
                                                             _______

   Total current liabilities                                 730,211
                                                             _______

Shareholders' deficit:
Series A Preference Shares
  No par value, no limit on authorization,
  32,500 issued and outstanding                               28,923
Series C Preference Shares
  No par value, no limit on authorization,
  1,100,000 issued and outstanding                           739,696
Common Stock
  No par value, no limit on authorization,
  4,178,722 issued and outstanding                        21,297,570
Accumulated Deficit                                      (22,785,924)

    Total shareholders' deficit                          (   719,735)
                                                        _____________

Total liabilities and shareholders' deficit             $     10,476
                                                        =============

</TABLE>



          See accompanying notes to unaudited financial statements.


<TABLE>

                           PRINCETON MEDIA GROUP, INC.

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


<S>                                            <C>               <C>

                                                   2003             2002

Revenues                                       $      -          $     -

Costs and operating expenses:
   Administrative                                    45                -
   Depreciation                                       -            2,170
                                                ________         ________

      Loss from operations                      (    45)          (2,170)

Other expense
   Interest expense                             ( 2,217)               -
                                                ________          _______

Net loss                                        ( 2,262)          (2,170)

Less: preferred stock dividends                ( 11,000)         (11,000)
                                               _________         ________

Net loss available to common shareholders     $( 13,262)      $(  13,170)
                                               =========       ==========

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

Basic and diluted loss per share              $(  0.003)     $(     .003)
                                              ==========       ==========











</TABLE>



         See accompanying notes to unaudited financial statements.


<TABLE>

                         PRINCETON MEDIA GROUP, INC.

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

<S>					  <C>             <C>

                                                2003             2002

Cash flows from operating activities:
   Net loss                               $   (2,262)     $   ( 2,170)
     Adjustments to reconcile net loss
     to net cash used in operating activities
      Depreciation                                 -            2,170

   Changes in assets and liabilities
      Increase in accrued interest payable     2,217
                                               ______          _______
      Net cash used in operating activities    (  45)               -

Cash flows from financing activities:
   Advances from related party                     -                -
                                               ______          _______
      Net cash provided by
         financing activities                      -                -
                                               ______          _______

Net decrease in cash                           (  45)               -

Cash, beginning of period                         68            1,798
                                               ______          _______

Cash, end of period                       $       23       $    1,798
                                               ======          =======


Supplemental disclosures of cash flow information:


Interest paid                             $         -       $         -
                                               ======           =======

Income taxes paid                         $         -       $         -
                                               ======           =======



</TABLE>



          See accompanying notes to unaudited financial statements.



                         PRINCETON MEDIA GROUP, INC.

                  NOTES TO UNAUDITED FINANCIAL STATEMENTS
                              March 31, 2003


1.    Organization and Summary of Significant Accounting Policies

Organization

Princeton Media Group, Inc. ("the Company") was incorporated in Ontario,
Canada, in September, 1986, as DeNovo Corporation and operated several other
businesses which were discontinued in 1995 and in prior years.  In October
1996 the Company changed its name to Princeton Media Group, Inc. in order to
reflect its new focus in the publishing, printing, and related media
industries.  The publishing and printing operations were later discontinued
and the Company has had no operations since October, 1998.  The Company has
not had any foreign currency transactions and all financial information
contained herein is expressed in U.S. dollars.

Management is currently investigating acquisitions providing operations
sufficient to restore some or all value to shareholders.

Summary of Significant Accounting Policies

      (A)  Basis of Presentation

The financial statements are prepared in accordance with Generally Accepted
Accounting Principles in the United States of America ("U.S. GAAP").


      (B)  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.

      (C)  Use of Estimates

Management of the Company has made estimates and assumptions in the
preparation of the accompanying 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 periods.  Actual results could differ from these estimates.

       (D)  Reclassifications

Certain prior periods' balances have been reclassified to conform to the
current period's financial statement presentation.  These reclassifications
had no impact on previously reported results of operations or shareholders'
equity.

                  NOTES TO UNAUDITED FINANCIAL STATEMENTS
                             March 31, 2003


     (E)   Loss Per Share

In the fourth quarter of 1997, the Company adopted Statement of Financial
Accounting Standards No. 128 (SFAS 128), "Earnings per Share."  This
statement requires the presentation of basic and diluted earnings per share
and replaced the presentation of primary and fully diluted earnings per share
prescribed by APB Opinion 15.  The Company has computed basic and diluted
income (loss) per share using the weighted average number of common shares
outstanding, since common stock options and warrants, and the effect of
assuming the conversion of the outstanding convertible securities, were
antidilutive in years showing losses.

      (F)   Recent Accounting Pronouncements

In November 2004, the Financial Accounting Standards Board issued Statement
No. 151 (SFAS 151), Inventory costs, an amendment of ARB No. 43, Chapter 4.
SFAS 151 clarifies that abnormal amounts of idle facility expense, freight,
handling costs and wasted materials should be recognized as current period
charges. In addition, SFAS 151 requires that allocation of fixed production
overhead to inventory be based on the normal capacity of the production
facilities. SFAS 151 is effective for inventory costs incurred during fiscal
years beginning after June 15, 2005. The Company currently believes that the
adoption of SFAS 151 will not have a material impact on its financial
position, results of operations and cash flows.

In December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment,"
which replaces SFAS No. 123 and supersedes APB Opinion No. 25. Under SFAS No.
123(R), companies are required to measure the compensation costs of share-
based compensation arrangements based on the grant-date fair value and
recognize the costs in the financial statements over the period during which
employees are required to provide services. Share-based compensation
arrangements include stock options, restricted share plans, performance-based
awards, share appreciation rights and employee share purchase plans. In March
2005 the SEC issued Staff Accounting Bulletin No. 107, or "SAB 107". SAB 107
expresses views of the staff regarding the interaction between SFAS No.
123(R) and certain SEC rules and regulations and provides the staff's views
regarding the valuation of share-based payment arrangements for public
companies. SFAS No. 123(R) permits public companies to adopt its requirements
using one of two methods. On April 14, 2005, the U.S. Securities and Exchange
Commission adopted a new rule amending the compliance dates for SFAS 123R.
Companies may elect to apply this statement either prospectively, or on a
modified version of retrospective application under which financial
statements for prior periods are adjusted on a basis consistent with the pro
forma disclosures required for those periods under SFAS 123. The Company is
currently evaluating which transitional provision and fair value methodology
it will follow. The Company expects that any expense associated with the
adoption of the provisions of SFAS 123R will have a material impact on its
results of operations. We are evaluating the requirements of SFAS No. 123(R)
and SAB 107 to assess what impact its adoption will have on our financial
position, results of operations and cash flows.  Effective January 1, 2006,
the Company has fully adopted the provisions of SFAS No. 123R and related
interpretations as provided by SAB 107.

                   NOTES TO UNAUDITED FINANCIAL STATEMENTS
                              March 31, 2003

In May 2005, the Financial Accounting Standard Board ("FASB") issued
Statement No. 154, "Accounting Changes and Error Corrections, a replacement
of APB Opinion No. 20, Accounting Changes, and Statement No. 3, Reporting
Accounting Changes in Interim Financial Statements" (SFAS 154). SFAS 154
changes the requirements for the accounting for, and reporting of, a change
in accounting principle. Previously, most voluntary changes in accounting
principles were required to be recognized by way of a cumulative effect
adjustment within net income during the period of the change. SFAS 154
requires retrospective application to prior periods' financial statements,
unless it is impracticable to determine either the period-specific effects or
the cumulative effect of the change. SFAS 154 is effective for accounting
changes made in fiscal years beginning after December 15, 2005; however, the
Statement does not change the transition provisions of any existing
accounting pronouncements. We do not believe adoption of SFAS 154 will have a
material effect on our financial position, results of operations or cash
flows.

In June 2005, the Emerging Issues Task Force ("EITF") issued EITF 05-2, "The
Meaning of Conventional Convertible Debt Instrument in Issue No. 00-19".
EITF 05-2 retained the definition of a conventional convertible debt
instrument as set forth in EITF 00-19, and which is used in determining
certain exemptions to the accounting treatments prescribed under SFAS 133,
"Accounting for Derivative Instruments and Hedging Activities".  EITF 05-2
also  clarified  that  certain contingencies  related  to the  exercise  of
a  conversion  option  would not be outside  the  definition  of
"conventional"  and  determined  that  convertible preferred stock with a
mandatory  redemption date would also qualify for similar exemptions if the
economic  characteristics of the preferred stock are more akin to debt than
equity. EITF 05-2 is effective for new instruments entered into and
instruments modified in periods beginning after June 29, 2005. We adopted the
provisions of EITF 05-2 on July 1, 2005, which did not have a material effect
on our financial statements.

In July 2005,  the FASB issued FASB Staff Position  ("FSP")  150-5,
"Accounting Under  SFAS 150 for  Freestanding  Warrants  and Other  Similar
Instruments  on Redeemable  Shares".  FSP 150-5  clarifies  that  warrants
on  shares  that are redeemable or puttable immediately upon exercise and
warrants on shares that are redeemable  or puttable  in the future  qualify
as  liabilities  under SFAS 150, regardless of the redemption  feature or
redemption  price. The FSP is effective for the first  reporting  period
beginning  after June 30, 2005, with resulting changes to prior
period statements reported  as the  cumulative  effect of an
accounting change in accordance with the transition  provisions of SFAS 150.
We adopted  the  provisions  of FSP  150-5 on July 1,  2005,  which did not
have  a material  effect on our  financial  statements.

In July 2005, the FASB issued EITF 05-6,  "Determining the  Amortization
period for  Leasehold  Improvements  Purchased  After Lease  Inception or
Acquired in a Business  Combination",  which addressed the  amortization
period for leasehold improvements made on operating leases acquired
significantly after the beginning of the lease. The EITF is effective for


                  NOTES TO UNAUDITED FINANCIAL STATEMENTS
                             March 31, 2003

leasehold improvements made in periods beginning after June 29, 2005. We
adopted the provisions of EITF 05-6 on July 1, 2005, which did not have  a
material impact to the Company's financial position, results of operations
and cash flows.

2.  Going Concern and Management's Plans

As shown in the accompanying financial statements, the Company has
experienced significant operating losses and negative cash flow from
operations in recent years and has an accumulated deficit of $22,785,924 at
March 31, 2003.  As detailed in Note 1, the Company has had no operations
since October, 1998.   Management is attempting to locate an acquisition that
would provide stable operations, but there are no agreements to do so as of
the date of filing of this report.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.  The Financial
Statements do not include any adjustments to the amounts and classification
of assets and liabilities that may be necessary should the Company be unable
to continue as a going concern.  The financial statements do not include any
adjustments to the amounts and classification of assets and liabilities that
may be necessary should the Company be unable to continue as a going concern.

3.  Loans and Advances Payable

As of March 31, 2003, the Company had loans and advances payable with two
entities and individuals.  These loans and advances do not bear interest and
are payable on demand.  At March 31, 2003, loans and advances payable to
these entities and individuals amounted to $300,000.

4.  Due to Related Parties

As of March 31, 2003, the Company has outstanding amounts due to officers of
the Company of $179,802.  These amounts bear interest at 5.0% per annum and
are due upon demand.  Accrued interest was $21,000 as of March 31, 2003.

5.   Capital Stock
<TABLE>
A summary of capital stock as of March 31, 2003 is as follows:

<S>                                      <C>         <C>            <C>
                                                     Convertible Preferred
                                         Common      Series A       Series C

Par value                                None        None           None
Shares authorized                        Unlimited   Unlimited      1,100,000
Issued and outstanding                   4,178,722   32,500         1,100,000
Liquidation preference                   3rd         1st            2nd
Liquidation preference per share         -           $1.24          $.80
Total liquidation value                  -           $40,300        $880,000
Total cumulative dividends in arrears    -           $     -        $447,333
Per share arrearage                                  $     -        $    .44

</TABLE>


                   NOTES TO UNAUDITED FINANCIAL STATEMENTS
                               March 31, 2003

      (A)   Preferred Stock:

The rights, privileges, restrictions and conditions of each series to be
issued are fixed from time to time by the directors.

            Series A:

These shares are redeemable at the option of the Company at any time at a
price of $1.24 per share ($40,300 in total) and convertible at the option of
the holder at any time into common shares of the Company at a price
equivalent to $1.24 per 1/200th of a common share (the 32,500 Series A shares
are convertible to 163 shares of common stock).

            Series B:

No shares have been issued and management does not intend to issue shares in
the future.

            Series C:

These preference shares were 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 200 Series C
shares for one common share (5,500 shares).  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 $.04 per share
annually, payable in cash or common shares of the Company.  Dividends in
arrears totaled $447,333 at March 31, 2003.

      (B)   Stock Options and Warrants

There were no stock options and warrants issued during 2003. There were no
outstanding options or warrants as of March 31, 2003.

The Company's stock was not actively trading at year end and the Company had
no operations.  Stock options are considered to have no value at year end.

      (C) Employee Stock Grants and Options

There were no stock options or warrants granted to employees in 2003 and
2002.

6.   Fair Value of Financial Instruments

The carrying amounts reported in the balance sheet for cash, accounts
receivable, accounts payable and short-term borrowings approximate fair value
due to the short-term maturity of these financial instruments.  There are no
long-term debts.




                   NOTES TO UNAUDITED FINANCIAL STATEMENTS
                               March 31, 2003


7.   Subsequent Events

There are no material subsequent events that have occurred after the balance
sheet date.



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

We are filing this quarterly report for March 31, 2003 on Form 10-QSB late.
Information contained herein is as of the first quarter of 2003 and, in some
instances, as of the latest practicable date for these items.

The Company has been dormant for over seven years, not engaging in any
business or deriving any revenues during this period.  Its only activity was
to seek an acquisition to provide the Company with a business.

Current Plans

During 2006, management of the Company continues 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
bank charges and accrued interest.

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.

Operating expenses for the quarter ended March 31, 2003 were $45 for bank
charges compared to $2,170 depreciation expense for the quarter ended March
31, 2002.

Net loss for the quarter ended March 31, 2003 was $2,262.  Net loss for the
quarter ended March 31, 2002 was $2,170.  The increase is due principally to
the completion during 2002 of depreciation on property and equipment and the
inclusion in 2003 of accrued interest payable on a quarterly basis.

Liquidity and Capital Resources

During the quarter ended March 31, 2003, interest charged to operations was
$2,217.  During the quarter ended 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.

Item 3.  CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of
March 31, 2003, the Company's management carried out an evaluation of the
effectiveness of the design and operation of the Company's disclosure
controls and procedures.  This evaluation was carried out by James J.
McNamara, the Company's Chief Executive Officer, and J. William Metzger, the
Company's Chief Financial Officer. Based upon that evaluation, the Company's
Chief Executive Officer and Chief Financial Officer concluded that as of
March 31, 2003, the Company's disclosure controls and procedures were
effective in timely alerting them to material information required to be
included in the Company's periodic SEC reports.

It should be noted that the design of any system of controls is based in part
upon certain assumptions about the likelihood of future events and there can
be no assurance that any design will succeed in achieving its stated goals
under all potential future conditions, regardless of how remote.  Disclosure
controls and procedures are controls and other procedures that are designed
to ensure that information required to be disclosed in the Company's reports
filed or submitted under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in
the Company's reports filed under the Exchange Act is accumulated and
communicated to management, including the Company's Chief Executive Officer
and Chief Financial Officer, to allow timely decisions regarding required
disclosure.

There were no changes in the Company's internal control over financial
reporting identified in connection with the evaluation required by paragraph
(d) of Rule 13a-15 under the Exchange Act with respect to the fiscal quarter
ended March 31, 2003 that have materially affected, or are reasonably likely
to materially affect, the Company's internal control over financial
reporting.


PART II.  OTHER INFORMATION

Item 1:  Legal Proceedings

	 None.

Item 2:  Unregistered Sales of Equity Securities and Use of Proceeds

	 None.

Item 3:  Defaults Upon Senior Securities

         None.



Item 4:  Submissions of Matters to a Vote of Security Holders

         None.

Item 5:  Certain Relationships and Related Transactions

The Company shares corporate headquarters office space with a third party
related by common directorship.  During 2003 and 2002, certain related
parties have advanced amounts to the Company at nominal interest rates to
cover maintenance costs during the period that management of the Company is
seeking new operations.

Item 6:  Exhibits

List of Exhibits:

Certification by the Chief Executive Officer of the Company
pursuant to Rule 13a-14 under the Securities Exchange Act
of 1934, as amended*
31.1


Certification by the Chief Financial Officer of the Company
pursuant to Rule 13a-14 under the Securities Exchange Act
of 1934, as amended*
31.2


Certification by the Chief Executive Officer of the Company
pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002*
32.1


Certification by the Chief Financial Officer of the Company
pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002*

*Filed herewith
32.2

                                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: December 18, 2006


                                        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


Exhibit 31.1

               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: December 18, 2006

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




Exhibit 31.2

                 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: December 18, 2006

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




Exhibit 31.1

                    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
Date:  December 18, 2006

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 31.2

                    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
Date:  December 18, 2006

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.






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