SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
Form 10-QSB
  
          [ X ]   QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended September 30, 1996.

                                       OR

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

              For the transition period from _______ to ________

                         Commission file number 0-16355

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

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

                                 (561) 659-0121
               (Registrant's telephone number including area code)

                               DeNovo Corporation
(Former name, former address and former fiscal year, if changed since last
report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.      

Yes  X      No______    

At November 14, 1996, 843,469 common shares were outstanding.

Transitional Small Business Disclosure Format: Yes ____ No X

                                      PRINCETON MEDIA GROUP, INC.       
                                                 INDEX

                                                            Page Number

PART I.           FINANCIAL INFORMATION                          

      Item 1.     Financial Statements                           3-7

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

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

      Unaudited Statements of Operations For the Nine Months and
      Three Months Ended September 30, 1996 and 1995
      
      Unaudited Consolidated Statements of Cash Flows 
      For the Nine Months Ended September 30, 1996 and 1995

      Unaudited Consolidated Statement of Stockholders' Equity 
      For the Nine Months Ended September 30, 1996

      Notes to Unaudited Consolidated Financial Statements       8-13
                     
         
      Item 2.     Management's Discussion and Analysis                 
                  or Plan of Operation                          13-15


PART II.          OTHER INFORMATION                                         

      Item 6.     Exhibits and Reports on Form 8-K                 16

Signatures                                                         16






 


<TABLE>
                          PRINCETON MEDIA GROUP, INC.

                          Consolidated Balance Sheets

  
                                                    September 30,1996    December 31, 1995 
                                                          Unaudited           Audited
<S>                                                  <C>               <C>      
Assets  
Current assets

Cash                                                 $       575,157     $    15,498

Accounts receivable, net                                   2,391,337          22,178
Inventories                                                  257,062               - 

   Total current assets                                    3,223,556          37,676

Property, plant and equipment, net                         1,802,725          34,234

Other assets                                                                  
Debt issue costs                                             119,980               -
Deposits                                                      39,755               -
Trademarks, copyrights and other intangibles, net         11,874,061               -

   Total assets                                       $   17,060,077      $   71,910

Liabilities
Current liabilities

Accounts payable                                      $      426,320      $  933,475
Accrued expenses                                             649,611          33,081
Due to related party                                         547,999          37,497
Deferred revenue                                             223,163               -
Income taxes payable                                         133,929               - 
Convertible debentures payable, net of unamortized
   debt discount                                             287,344               -
Accrued interest                                              65,812               -<PAGE>
   
   Total current liabilities                               2,334,178       1,004,053

Notes payable                                              9,000,000               -

SHAREHOLDERS' EQUITY:
Series A Preference Shares                                    28,923          28,923
Series C Preference Shares                                   739,696         739,696
Series D Preference Shares                                 1,005,000               -
Series E Preference Shares                                 1,735,000               -
Common Stock                                               7,597,850       4,258,755
Accumulated deficit                                       (5,380,570)     (5,959,517)

   Total Stockholders' equity                              5,725,899        (932,143)
 
Total liabilities and stockholders' equity            $   17,060,077       $  71,910     

                See accompanying notes to financial statements.
</TABLE>
<TABLE>
                                    PRINCETON MEDIA GROUP, INC.  

                              Consolidated Statements of Operations                             
                                             Unaudited                                      

                                                      Three Months Ended                        Nine Months Ended     
                                                          September 30,                            September 30,                   
   
                                                        1996            1995                   1996            1995   
<S>                                             <C>              <C>                 <C>               <C>   

Net Sales                                         $   3,067,347      $   (8,954)        $   5,094,672      $    827,757
                                    
Cost of sales                                         1,422,523         107,850             2,461,592           604,517 

Gross profit (loss)                                   1,644,824        (116,804)            2,633,080           223,240 

Operating expenses                                      812,229         433,863             1,463,542         1,234,877 
Non-recurring operating expenses                          9,311          43,431               617,565            43,431
       
Income (loss) from operations                           823,284        (594,098)              811,793        (1,055,068)
Interest and other income                                   209           7,341                 5,159            29,265
Gain on disposition of subsidiary                       415,257               -               415,257                 -
Interest and other expense                             (361,691)         (8,316)             (519,513)          (31,061)

Income (loss) before income taxes                       877,059        (595,073)              712,876        (1,056,864)

Provision for income taxes                              133,929               -               133,929                 -

Net income                                         $    743,130      $ (595,073)        $     578,947      $ (1,056,864)
 
                                                      

Net income (loss) per share
    Primary                                        $        .97      $    (3.75)        $        1.21      $      (5.59)
    Fully diluted                                           .79              -          $        1.16                 -

Weighted average number of 
    shares outstanding (1)                              731,766         158,701               435,976           189,225
                              

                        See accompanying notes to financial statements.

</TABLE>

(1) Gives effect for all periods to a one for twenty reverse stock split
effective October 29, 1996.  See Note 3 (B).







<TABLE>
                          PRINCETON MEDIA GROUP, INC.

                     Consolidated Statement of Cash Flows
                                                           
                                                        Unaudited

Nine months ended September 30,                           1996             1995
<S>                                               <C>            <C>
Cash flows from operating activities:
   Net income (loss)                                 $ 578,947      $(1,056,864)<PAGE>
     Adjustments to reconcile net income (loss)
     to net cash (used in) provided by 
     operating activities                

      Depreciation and amortization                    397,231           30,756
      Loss on sale of assets                                 -           43,431
         Forgiveness of debt                            (5,159)               -
         Gain on disposition of subsidiary            (415,257)               -
      Writedown of inventory                                 -          (25,983)
      Stock issued as payment of commissions                 -           41,496
      Stock issued as payment for public 
       relations services                               67,734          275,000
     
Changes in assets and liabilities:

   Decrease (increase)in accounts receivable        (1,666,111)         653,920
   Decrease (increase)in inventories                  (257,062)         375,319
   Increase in other receivables                             -         (642,409)
   Decrease (increase) in prepaid expenses                                     
      and deposits                                    ( 39,755)          70,573  
   Increase in other assets                           (665,458)         (19,726)
   Increase (decrease) in accounts payable             195,986         (811,441)
   Increase (decrease)in accrued expenses              258,911          (14,711)
   Increase in income taxes payable                    133,929                -
   Decrease in due to related party                    547,999                -
   Increase in deferred revenue                        223,163                -
   Increase in accrued interest payable                 65,812                -

   Net cash (used in) operating
      activities                                     ( 579,090)      (1,080,639)

Cash flows from investing activities  
      Sale of capital equipment                              -           42,588
      Capital expenditures                                   -           (9,540)
      Cash paid for acquisition of trademarks,
       copyrights, equipment, and related
       receivables and payables                     (5,088,264)               -

Net cash (used in) provided by
      investing activities                          (5,088,264)          33,048  

Cash flows from financing activities

      Loans from stockholders                                -          377,500
      Repayment of loan to stockholder                       -         (341,284)
      Proceeds from investment in the Company                -          243,165
      Advance from related party                             -           44,846
      Repayment of advance from related party                -         ( 14,639)  
      Proceeds from issuance of common stock         3,157,113                -
      Stock issued on exercise of options                    -          420,000 
      Issuance of Preference D Shares                        -          650,000
         Proceeds from issuance of preferred stock   2,740,000                -
         Proceeds from issuance of  
         convertible debentures                        329,900                -

Net cash provided by           
   financing activities                              6,227,013        1,379,588  

Net increase in cash                                   559,659          331,997 

Cash, beginning of period                               15,498          127,889

Cash, end of period                                $   575,157       $  459,886<PAGE>
Supplemental disclosures of cash flow information:
                                                          1996           1995

Interest paid                                      $    281,973       $ 25,912


</TABLE>

The Company purchased equipment appraised at $1,814,000 and trademarks and
copyrights valued at $5,186,000 for $1,000,000 in cash, a 90-day note of
$1,000,000 and a long-term note of $5,000,000.  The Company also purchased
trademarks and copyrights valued at $107,390 for $32,390 in cash and an
installment loan payable of $75,000 of which $25,000 was paid in September,
1996, with installments of $25,000 due in December, 1996, and March, 1997.  The
Company purchased equipment valued at $75,000, accounts receivable of $725,227,
accounts payable and accrued expenses of $439,676 and trademarks and copyrights
of $6,639,449 for $3,000,000 in cash and a long-term note of $4,000,000.  The
Company entered into capital leases for equipment capitalized at $28,014; unpaid
balances on leases were $25,714 as of September 30, 1996.  

                 See accompanying notes to financial statements.






<TABLE>

                                      Princeton Media Group, Inc.
                                         
                                   Statement of Shareholders' Equity

                                  Nine Months Ended September 30, 1996                
           
                                                 Unaudited  
                                                                                                                            
                                                                                                                            
                                 Preferred Stock      Preferred Stock        Preferred                                     
                                    Series A             Series C           Series D & E           Common Stock                
                                Shares    Amount    Shares     Amount     Shares    Amount      Shares     Amount       Deficit  
<S>                           <C>       <C>       <C>         <C>       <C>      <C>         <C>      <C>          <C>     

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

Issuance of Stock                    -         -           -          -      -         -       26,250    2,156,227             
        
Issuance of Series D, net            -         -           -          -    1,200  1,005,000         -            -      

Issuance of Series E, net            -         -           -          -    1,800  1,735,000         -            -

Conversion of Debentures             -         -           -          -      -         -      518,897    1,182,868

Net income                           -         -           -          -      -         -            -            -        578,947
    
Balance at
   September 30, 1996           32,500   $28,923   1,100,000   $739,696    3,000  2,740,000   767,618   $7,597,850    ($5,380,570)

           See accompanying notes to financial statements.

</TABLE>




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

1.    Description of Business

      Princeton Media Group, Inc. (which on October 29, 1996, changed its name
from DeNovo Corporation and herein is referred to as "PMG" or the "Company") was
incorporated under the laws of the Province of Ontario, Canada in September
1986.  Through 1994, the principal focus of the Company's activities was the 
development of industrial waste heat recovery systems and wastepaper recycling 
projects.  In July, 1994, a subsidiary of DeNovo merged with Ampac International
Inc. ("Ampac"), the parent company of TeleConcepts International Inc. 
("TeleConcepts").  During 1994, the Company divested itself of all industrial 
waste heat recovery and wastepaper recycling projects to focus on the 
development of TeleConcepts.
 
      TeleConcepts International, Inc.
      
      Through October, 1995, TeleConcepts was engaged in the design,
manufacture, marketing and distribution of telephones and telecommunications
equipment.  These products were designed primarily for residential and small
office use and sold typically through mass merchandisers, catalog showrooms,
department stores and telephone operating companies.  As a result of the
downturn in the consumer electronics industry during 1995, as well as
TeleConcepts' inability to secure adequate financing, management discontinued
TeleConcepts' operations as of December 31, 1995.  All of the stock of
Teleconcepts, Inc. was transferred to an investor involved in management of a
party related by common directorship on August 5, 1996. The investor received
32,500 shares of PMG stock with a fair market value of $318,500 at the time of
the transfer in conjunction with assumption of ownership of the former
subsidiary which had liabilities in excess of assets. PMG realized a gain of
$415,257 on the disposition of the subsidiary. 

      Princeton Publishing, Inc.

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

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

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

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

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

      Firestone Publishing, Inc.

      On July 18, 1996, the Company purchased from Firestone Publishing, Inc., a
newly formed Delaware corporation ("Firestone"), 100 shares of common stock,
constituting all of Firestone's issued and outstanding stock, for $1,000,000
cash obtained through the issuance of debt securities.  Accordingly, Firestone
became a wholly-owned subsidiary of PMG. On the same date Firestone paid
$1,000,000 for an option to purchase substantially all of the assets and
operations of a publishing company (the "Second Seller.")  The agreement
provided for a consulting fee due to Firestone in the amount of the net cash
resulting from operations (which resulted in a fee of $38,820) from July 18
until the closing to occur upon payment of an additional $2 million and interest
at prime plus 2%.  On September 6, 1996, Firestone purchased from the Second
Seller substantially all of its assets and assumed major contracts through
payment of the $2 million and accrued interest of $23,054 and execution of a
promissory note in the amount of $4 million.  The note is in the principal
amount of $4,000,000, with interest at the rate of prime plus 2% per annum.
Interest will accrue with no payments due for one year at which time interest
will be added to principal and fixed payments of principal and interest will
become due on a straight-line basis over forty-eight months.  The note is
secured by the assets acquired.   

      The acquired assets consist of intellectual property, fixed assets,
contract rights, receivables and payables generated from operations between July
18th and September 6th.  Trademarks acquired are the titles of periodical
magazines, primarily targeted to the lifestyle marketplace.  The fixed assets
include furniture, fixtures and equipment, chiefly, publishing computer
equipment.  The contracts assumed are magazine distribution contracts and a
lease to real property in Miami Lakes, Florida.

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

     
2.    Summary of Significant Accounting Policies

      (A)   Basis of Presentation

      The interim consolidated financial statements have not been audited by
independent public accountants. In the opinion of the Company, the unaudited
consolidated financial statements incorporate all transactions and adjustments
(consisting only of normal, recurring adjustments) necessary to present fairly
the financial position of the Company as of September 30, 1996, and the results
of operations for the three and nine months ended September 30, 1996 and 1995
and cash flows for the nine months ended September 30, 1996 and 1995.  

      The consolidated financial statements should be read in conjunction with
the summary of significant accounting policies and notes to consolidated
financial statements included in the Company's Form 10-KSB for the year ended
December 31, 1995. The report of independent accountants dated March 29, 1996,
on the financial statements for the year ended December 31, 1995, stated that
those financial statements had been prepared assuming the Company would continue
as a going concern and noted that during 1995, as result of continuing losses
and the inability of the Company to obtain additional financing to support
operations, the Company ceased operations of its only operating subsidiary,
Teleconcepts.  As of December 31, 1995, all assets and liabilities were written
down and presented at their net realizable value.  Management believes that the
ability of the company to continue as a going concern has been established
during the nine months ended September 30, 1996, as a result of the following
transactions.   

      As detailed in Note 1, on March 29,1996, the Company acquired a publishing
company through its new operating subsidiary, Princeton Publishing, Inc.; on
August 5, 1996, the Company sold Teleconcepts; and on September 6, 1996, the
Company acquired a another publishing company through its operating subsidiary,
Firestone Publishing.  These three transactions positioned the Company entirely
in the publishing, printing, and media industries with operations in New York
City, Miami, and Milwaukee. As of September 30, 1996 the Company had a positive
current ratio, assets in excess of $17 million, and shareholders' equity in
excess of $5.7 million.  Accordingly, management concludes the ability of the
Company to operate as a going concern has been established during the nine
months ended September 30, 1996.

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

      (B)   Basis of Consolidation

      The consolidated financial statements include the accounts of PMG and its
wholly owned subsidiaries.  All significant intercompany transactions and
balances have been eliminated.

      (C)   Cash and Cash Equivalents

      The Company considers cash equivalents to include short-term, highly
liquid investments with original maturities of three months or less.  These
financial statements do not include cash equivalents.

      (D)   Accounts Receivable

      Accounts receivable are recorded net of estimated returns of periodicals,
credits and allowances.  Total receivables are $8,712,384 and allowance for
returns and miscellaneous distribution expenses are $6,321,047 resulting in net
receivables of $2,391,336 at September 30, 1996.  Because retail sellers of
magazines retain the right to return magazines for a number of months after the
date the periodical is "off-sale," the allowance for returns is normally a high
percentage of gross receivables in the magazine publishing industry.  Management
believes it has a sufficient history of operations (including data on the two
acquired publishing operations prior to purchase by PMG) to establish reasonable
estimates of returns. 

      (E)   Inventories

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

      (F)   Property, Plant and Equipment

      Machinery, furniture and equipment are stated at cost less accumulated
depreciation.  Depreciation is provided at rates based on the estimated useful
lives using the straight-line method.  Expenditures for maintenance and repairs
are charged to expense as incurred; replacements and major improvements are
capitalized. Machinery and equipment were purchased for $1,814,000 by Princeton
Publishing on March 29, 1996, and for $75,000 on September 6, 1996 by Firestone
Publishing, Inc.  Property, plant and equipment is shown net of accumulated
depreciation of $132,867 as of September 30, 1996. 

      (G)   Trademarks and Copyrights

      On March 29, 1996 the Company purchased the trademarks and copyrights of
sixteen magazines for $5,186,000 and in June, 1996, purchased the trademark and
copyright of another publication for $107,387.  On September 6, 1996, the
Company purchased the trademarks and copyrights of an additional five magazines
for $6,639,449.  Trademarks and copyrights are carried at cost and are being
amortized on a straight-line basis over 35 years. Intangible assets are shown
net of accumulated amortization of $92,636 as of September 30, 1996. 

      (H)   Revenue Recognition

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

      (I)   Income Taxes

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

      (J)   Use of Estimates

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

      (K)   Advertising Costs

      The costs of advertising are expenses as incurred.

      (L)   Earnings Per Share

      Primary earnings (loss) per share is based on the weighted average number 
of common shares outstanding during the periods and net income is reduced for
cumulative preferred dividends.  Fully diluted earnings per share assumes the
conversion of debentures and preferred shares and further adjusts net income
for interest expense, net of tax benefits, and cumulative preferred dividends.

      Stock options, warrants and convertible securities that are antidilutive
are excluded from the computations.

3.    Capital Stock

      (A)   Preferred Stock:

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

            Series A:

      32,500 shares issued and outstanding at September 30, 1996, redeemable at
the option of the Company at any time at a price of $1.24 per share, convertible
at the option of the holder at any time into common shares of the Company at a
price equivalent to $1.24 per 1/200th of a common share.  Upon liquidation
Series A preference shares are entitled to receive from the assets of the
Company an amount equal to $1.24 for each preference share held before any of
the assets of the Company are distributed to holders of Common shares or any
other class of the Company ranking junior to the Series A preference shares.

            Series C:
            
      1,100,000 $8.00 Series C voting preference shares issued and outstanding
at September 30, 1996, redeemable at the option of the Company until January 31,
1998 under certain conditions pertaining to the trading prices of the Company's
common shares, and convertible at the option of the holder at any time into
common shares of the Company on the basis of 200 Series C shares for one common
share.  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 $173,000 at September 30, 1996.  Upon
liquidation Series C preference shares are entitled to receive from the assets
of the Company an amount equal to $.80 for each preference share held plus all
accrued and unpaid dividends before any of the assets of the Company are
distributed to holders of Common shares or any other class of the Company
ranking junior to the Series C preference shares.

            Series D:

      1,500 shares authorized, 1,200 shares outstanding with 4,000 votes per
share at all shareholder meetings.  Liquidation preference is $1,350 per share
plus unpaid and accrued dividends after payment on Series A and Series C
preferred.  Cumulative dividends at 8% per annum based on consideration paid per
share (amounting to $80 per share per full year) are payable at the Company's
option in cash or common shares, payable quarterly. There is optional redemption
by the Company after 145 days from issuance at $1,350 per share. Conversion is
available at the holder's option any time 45 days after issuance into common
stock at a value of $1,000 per Series D share, based on a formula utilizing
market price of the common shares.

            Series E:

      1,800 shares are authorized, issued, and outstanding.  Remaining terms are
identical to Series D except preferences are subordinate to Series A, C, and D. 


      (B)   Common Stock:

      Unlimited number of common shares without par value.  On October 24, 1996,
at the annual meeting of the Company, shareholders approved a one-for-twenty
reverse split. On the same date shareholders approved a name change from DeNovo
Corporation to Princeton Media Group, Inc. to reflect the Company's new 100%
focus in the publishing, printing, and media industry.  On October 29, 1996, the
reverse split took effect and common stock commenced trading on the Nasdaq stock
exchange under the symbol "PMGIF."  All numbers of common shares and related per
share amounts outstanding reflected in this report are shown in "post-split"
terms. 

     From October 1, 1996 to November 14, 1996 an additional 75,851 shares of
common stock were issued by the Company, primarily resulting from the conversion
of convertible debentures previously issued and sold pursuant to Regulation S.
                                                       
4.    Income Taxes

      The Company's tax advisors have indicated the gain on sale of subsidiary
was not a taxable event.  The Company's tax advisors have determined that net
operating losses of the Company of prior years may not be utilized to offset
income in the publishing industry activities of 1996. Provision for income taxes
has been estimated for the nine months ended September 30, 1996, using a rate of
45% as an estimate of federal and state income taxes net of benefit of state tax
deduction for federal liability.  <PAGE>
5.    Related Party Loan and Investment

      The Company had a short-term note due upon demand to a company related by
common directorship of $547,999 with interest accruing at prime (8.25% as of
September 30, 1996).  Related accrued interest was $4,452 as of September 30,
1996.  The related company also purchased $1.4 million in Preferred Series E
shares.

6.    Line of Credit

      The Company has a line of credit with a distributor for working capital of
up to $500,000 which may be drawn down in multiples of $10,000.  Any draw will
bear interest at prime plus 2% and will be payable with equal monthly payments
of principal and interest over a one year period.  As of September 30, 1996, the
Company had not drawn funds on the line of credit.

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

General

      The Company, through its wholly-owned subsidiaries, Princeton and
Firestone, is engaged in the publishing and distribution of 21 periodical
consumer lifestyle magazines.  The Princeton and Firestone editorial staffs and
offices are located in New York City and Miami, respectively.  A wholly-owned
subsidiary of Princeton, Kingston Press, Inc., owns and maintains a printing
plant in Sussex, Wisconsin.  The plant is used for the printing of the Company's
magazines and to perform printing work for third parties on a contract basis. 
The Company's executive offices are located in Palm Beach, Florida.

      The Company has discontinued the operations of its subsidiary,
TeleConcepts, Inc., as of December 31, 1995.  TeleConcepts was engaged in the
design, manufacture, marketing and distribution of telephones and
telecommunications equipment.  All of the stock of TeleConcepts was sold to an
investor (see Note 1).

Results of Operations

Nine month period ended September 30, 1996 compared to nine month period ended 
September 30, 1995

      Revenues for the nine-month period ended September 30, 1996 amounted to
$5,094,672 compared to $827,757 for the nine-month period ended September 30,
1995, reflecting an increase of $4,266,915.  Revenues are almost wholly derived
from magazine sales, outside printing, subscriptions, and advertising.  The
increase in revenues reflected for the nine-month period ended September 30,
1996 is a result of the Company's acquisition of magazine publishing assets in
March through September of 1996 and the Company's continuing use of those assets
in the same business.  Costs and expenses of revenues for the nine-month period
ended June 30, 1996 were $2,081,107 compared to $1,278,308 for the nine-month
period ended September 30, 1995, resulting in an increase of $802,799.  Included
in the costs for 1996 were $891,982 in non-recurring operating expenses
primarily related to the acquisition of the assets in the two major purchases
detailed in Note 1.  These costs include legal fees, consulting fees,
acquisition fees on obtaining financing, amortization of debt issue costs, and
other professional fees relating to the acquisitions.  The increase in costs is
attributable to the increased income of the continuing operations and the gain
on disposition of the subsidiary with discontinued operations offset by the
non-recurring acquisition costs.  The first group of assets and operations
purchased had an operating history of twenty-five years and the second group of
assets and operations purchased had an operating history of forty years.  As of
September 30, 1996, the Company completed its change in business activity from
telecommunications equipment sales to a 100% focus on publishing, printing and
related media.  

Liquidity and Capital Resources

      During the nine-month period ended September 30, 1996, $519,513 in
interest expense was charged to operations compared to $31,061 for the
nine-month period ended September 30, 1995, reflecting an increase of $488,452. 
The increase was due to interest accrued pursuant to two promissory notes
delivered by Princeton and Firestone in connection with the purchases of the
magazine publishing assets in March and September of 1996.  

      Net income for the nine-month period ended September 30, 1996 was $578,947
which represents an increase of $1,635,811 from the net loss of $1,056,864 for
the nine-month period ended September 30, 1995.  This increase in income is
attributable to the operations and revenue of the Company's subsidiaries,
Princeton and Firestone as well as the discontinuation of the operations of
TeleConcepts.

      The Company intends to continue the operations of its wholly-owned
subsidiary, Princeton and that company's wholly-owned subsidiaries, Princeton
Trademarks, Inc. and Kingston Press, Inc. and the operations of its wholly-owned
subsidiary, Firestone.  The consolidated income of $743,130 for the quarter
ended September 30, 1996, and $578,947 for the nine months ended September 30,
1996, consist of the following:

                                                          Quarter   Nine Months
                                                           Ended       Ended
 
                                                           September 30, 1996
PMG (parent as holding company) net income (loss) primarily    
  from non-recurring acquisition fees, professional fees,
  and financing acquisition fees, net of gain on             
  disposition of subsidiary                              $  90,847   $ (252,457)
Princeton Publishing, Inc. net income from operations
    from March 29 (inception) through September 30th       396,304      575,425
Firestone Publishing, Inc.net income from operations
     from September 5 (inception) through September 30th   255,979      255,979


         Total consolidated net income                   $ 743,130     $578,947


      While there can be no assurance, the Company is confident that revenues
from these operations will be substantially greater than revenues from the
Company's previous business.  Although the parent company will continue to incur
annual administrative expenses related to its publicly-traded status, management
anticipates that continued profitability from operations of the subsidiaries 
combined with decreases in non-recurring costs at the parent level will result 
in an increase in overall consolidated income for the twelve months ended 
December 31, 1996.  

      Monthly interest payments of approximately $43,000 are due pursuant to a
$5 million promissory note executed upon acquisition of the publishing assets
acquired March 29, 1996. Interest on the $4 million promissory note executed
upon acquisition of the publishing assets acquired on September 6, 1996 will be
accrued for one year, at which time accrued interest will be added to
principal and payments of principal and interest will be due on a straight-line
amortization schedule over forty-eight months. Accordingly, the Company will not
incur any debt service obligations on the $4 million note prior to October, 
1997. Management is currently involved in negotiation with several conventional
lending institutions to refinance the two notes before October, 1997. The
Company anticipates that cash flows from operations will be sufficient to carry
all debt service of the two subsidiaries.

      On August 5, 1996, management executed the sale of all of the stock of
TeleConcepts, Inc., a wholly-owned subsidiary with substantial accumulated
deficit.  The transaction increased shareholders' equity in the Company by
$733,715 of which $318,500 was an addition to common stock and $415,215 was gain
on disposition of subsidiary.  

      On September 6, 1996, the Company completed the purchase of the assets and
operations of a publishing company with publications having a forty year
history.  As was the case in the March 29, 1996 acquisition, all of the staff
of the prior operations were employed by the new subsidiary and production was
uninterrupted.  A Form 8-K was filed on September 9, 1996 announcing the
acquisition.  Audited financial statements of the acquired businesses for the
years 1994 and 1995 have been completed and will be included in Form 8-K/A1
which the Company anticipates filing on or before November 20, 1996.

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

      Cash increased $115,271 to $575,157 at September 30, 1996 from $459,886 at
September 30, 1995.  Net cash used for operating activities was $579,090 during 
the nine-month period ended September 30, 1996 compared to cash used by
operating activities of $1,080,639 during the nine-month period ended September
30, 1995.  The decrease is attributable to the combination of non-recurring
acquisition costs and continuing operations in connection with the change in
business of the Company from telecommunications equipment sales to magazine
publishing, printing and distribution.

      During the nine-month period ended September 30, 1996, net cash used for
investing activities was $5,088,264 compared with $33,048 used for investing
activities during the nine-month period ended September 30, 1995.  The increase
of $5,055,216 is due to purchase of trademarks, copyrights and equipment for the
Company's publishing operations.

      During the nine-month period ended September 30, 1996, net cash provided
by financing activities was $6,227,013, representing an increase of $4,847,425
from net cash provided by financing activities of $1,379,588 during the
nine-month period ended September 30, 1995.  The increase is a result primarily
of the net proceeds from the sales of the Company's securities which were made
in order to capitalize Princeton and Firestone and consummate the purchases of
the publishing, printing, and media assets.


CAUTION:  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 changes
in revenues from distribution, advertising and subscriptions and changes in
costs of materials and operations.  




                          PART  II.   OTHER INFORMATION

     
Item 6.     Exhibits and Reports on Form 8-K

      (a)   Exhibits:

Exhibit 
Number       Exhibit

2.1   Asset Purchase Agreement with Dugent Publishing Corp. dated Sept. 6, 1996
4.1   Designation of Series D and Series E Preferred Stock
10.1  Promissory Note payable to Dugent Publishing Corp. dated Sept. 6, 1996
10.2  Security Agreement in favor of Dugent Publishing Corp. dated Sept. 6, 1996

      (b)  The following reports on Form 8-K were filed during the quarter ended
September 30, 1996 by the Company:



<TABLE>
<S>                    <C>                 <C>                         <C>
Date of Report           Date Filed          Items Reported              Financial Statements Filed

July 18, 1996            August 1, 1996      Dugent Publishing           None
                                             Acquisition Agreement

August 5, 1996           August 6, 1996      Current Balance Sheets      Unaudited Pro Forma
                                             (for Nasdaq purposes)       Consolidated Balance Sheets

Sept.6, 1996             September 9, 1996   Closing on Acquisition      None; amendment with audited                 
                                             of Assets and Operations    financial statements to be
                                             of Dugent Publishing Corp   filed by November 20, 1996

         
</TABLE>
                                   SIGNATURES

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

Date: November 15, 1996



                                                    PRINCETON MEDIA GROUP, INC.

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

EXHIBIT INDEX

2.1  Asset Purchase and Sale Agreement                     Page
4.1  Designation of Series D and Serie E Preferred Stock   Page
10.1 Promissory Note                                       Page
10.2 Security Agreement                                    Page

The following attachments to Exhibit 2.1 are not filed herewith but will be
provided upon request of the Commission:

Exhibit A-1       Assets Acquired
Exhibit A-2       Contracts Assumed
Exhibit B-1       Bill of Sale
Exhibit B-2       Trademark Assignment Agreement
Exhibit C         Assignment and Assumption Agreement
Exhibit F         Allocation of Purchase Price
Exhibit G         Seller's Federal Income Tax Returns