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

                                    FORM 10-QSB
(mark one)
      [ X ]            ANNUAL REPORT PURSUANT TO SECTION 13
                 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
                   FOR THE QUARTERLY PERIOD ENDED MARCH 31, 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)
                                561/659-0121
                          (Issuer's telephone number)
                    -----------------------------------------
Securities registered under Section 12(b) of the Act:  None.

Securities registered under Section 12(g) of the Exchange Act
as of March 31, 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 May 17, 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 March 31, 2002

         Statements of Operations and Accumulated Deficit
           for the Three Months Ended March 31, 2002 and 2001
           and for the Three Months Ended March 31, 2002 and

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

                                    Assets
Current assets

Cash                                               $       1,798
Due from affiliates                                        9,955

   Total current assets                                   11,753

Property and equipment                                    43,408
   Less accumulated depreciation                         (38,148)
Property and equipment, net                                5,260


Total assets                                        $     17,013

                  Liabilities and Shareholders' Equity (Deficit)

Current liabilities

Accounts payable                                    $    226,829
Accrued expenses                                          50,000
Settlement payable					     17,500
Advances payable - related parties                       151,411
Note payable                                             250,000
Accrued interest                                          10,502

   Total current liabilities                             706,242

Shareholders' equity (deficit):

Series A Preference Shares                                28,923
Series C Preference Shares                               739,696
Common Stock                                          21,297,570
Deficit                                              (21,376,960)

    Total shareholders' equity (deficit)             (   689,229)

Total liabilities and shareholders' equity          $     17,013

            See accompanying notes to financial statements.


                        PRINCETON MEDIA GROUP, INC.
               Statements of Operations and Accumulated Deficit

                                 (Unaudited)

Three months ended March 31,                   2002          2001


Net revenues                            $      -     $       -

Costs and operating expenses:
Selling and administrative                     -           15,817

      Loss from operations                     -           15,817

Net loss                               $       -     $     15,817

Accumulated deficit
December 31, 2002 and 2001     	   $(22,753,248) $(22,644,145)

Accumulated deficit end of period	   $(21,376,960) $(22,659,962)


Basic loss per share:                  $       -     $ (      .01)

		See accompanying notes to financial statements.


                          PRINCETON MEDIA GROUP, INC.
                            Statements of Cash Flows

                                   (Unaudited)

Three months ended March 31,                    2002          2001


Cash flows from operating activities:
   Net loss                             $          -   $  (15,817)
     Adjustments to reconcile net loss
     To net cash used in operating activities

      Depreciation				     2,170        2,170

   Changes in assets and liabilities

        Net cash used for
         operating activities                  2,170       13,647

Cash flows from investing activities:

        Net cash provided by
         investing activities                      -            -

Cash flows from financing activities:

        Net cash provided by
         financing activities                      -            -

Increase (decrease) in cash
 and cash equivalents                              -       (1,060)
  Cash, December 31, 2001 and 2000              1,798       1,066
  Cash and cash equivalents, end of period    $ 1,798           6

     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 March 31, 2002, and the results of
operations for the three months ended and three months
ended March 31, 2002 and 2001 and their cash flows for
the three-month periods ended March 31, 2002 and 2001.
The results of operations for the three months ended
March 31, 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 three months ended March 31, 2002 and 2001,
umulative 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 March 31, 2002 and 2001:
                                                  2002           2001

Net loss from operations                    $     -        $(   15,817)
  Preferred dividends - Series C            $ (  22,000)    (   22,000)

Net loss to common shareholders - operations$ (  22,000)   $(   37,817)

Net income (loss)to common shareholders     $ (  22,000)   $(   37,817)

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

Basic and diluted loss per share:
Before extraordinary item                   $ (     .00)   $(      .01)

Basic income (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 three months ended March 31, 2002 compared to the three months
ended March 31, 2001:

There were no revenues for the three months ended March 31, 2002
or for the three months ended March 31, 2001.

Selling, general and administrative expenses were $-0- for the
three-month period ended March 31, 2002 compared to $15,817 for
the three months ended March 31, 2001, representing a decrease
of $15,817.  The decrease is due to the reduction of minimal
accounting and Company maintenance expenses.

Net loss for the three-month period ended March 31, 2002 was $-0-,
which represents a decrease of $15,817 compared to the net loss of
$15,817 during the prior-year period.  The decrease is due principally
to the change in maintenance expenses.

Liquidity and Capital Resources

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

During the three-month periods ending March 31, 2002 and 2001 there
were no interest expenses charged to operations.

Cash remained at $1,798 at March 31, 2002 as at December 31, 2001.
Net cash used in operating activities was $0-0 during the three months
ended March 31, 2002 compared to net cash used of $13,647 during the three
months ended March 31, 2001. The decrease in net cash used in operating
activities in the first three months of 2002 compared to the first three months
of 2001 is a result of accounting and minimal maintenance expenditures.

During the three-month periods ending March 31, 2002 and 2001,
there was no net cash provided by or used in investing activities.

During the three-month periods ending March 31, 2002 and 2001,
there was no net cash provided by or used in financing activities.

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

                                SIGNATURES

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

Date: May 17, 2002
                                        PRINCETON MEDIA GROUP, INC.


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