<PAGE>   1


                                 FORM 10-QSB
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549


           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) of
                     THE SECURITIES EXCHANGE ACT OF 1934

                For the Quarterly Period Ended March 31, 1998

                                     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 0-20222

                   PRINCETON DENTAL MANAGEMENT CORPORATION
           (Exact name of Registrant as specified in its charter)


                 DELAWARE                       36-3484607
                 --------                       ----------
       State or other jurisdiction of         (I.R.S. Employer
       incorporation or organization)      Identification Number)

           7421 West 100th Place, Bridgeview, Illinois 60455-2442
                  (Address of principal executive offices)
                                 (Zip Code)

                               (708) 974-4000
            (Registrant's telephone number, including area code)


   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 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


INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF
  COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE: 2,040,965 SHARES OF THE
    COMPANY'S COMMON STOCK ($.0001 PAR VALUE) PER SHARE OUTSTANDING AS OF
                               MARCH 31, 1998.


<PAGE>   2




                   PRINCETON DENTAL MANAGEMENT CORPORATION

                                 FORM 10-QSB


                              TABLE OF CONTENTS

<TABLE>
<CAPTION>

PART I - FINANCIAL INFORMATION                                         PAGE(S)
<S>                                                                       <C>
         CONDENSED CONSOLIDATED BALANCE SHEETS                             3-4

         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS                     5

         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW                      6

         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS              7-9

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS                             10-11


PART II - OTHER INFORMATION                                              12-16

</TABLE>









                                       2


<PAGE>   3

                   PRINCETON DENTAL MANAGEMENT CORPORATION
                    CONDENSED CONSOLIDATED BALANCE SHEETS
                     MARCH 31, 1998 AND DECEMBER 31, 1997


<TABLE>
<CAPTION>            
               ASSETS                       MARCH 31, 1998    DECEMBER 31, 1997
               ------                       --------------    -----------------
                                              (UNAUDITED)
<S>                                           <C>                <C>
Current Assets:

  Cash and cash Equivalents                   $  169,709         $   46,644
  Accounts Receivable, net of allowances
    for doubtful accounts of $189,000 and
    $189,000 respectively                        914,937            922,383
  Current portion of loan                                         
    receivable - affiliate                       262,696            298,637
  Inventories                                    132,960            107,951
  Other Current Assets                           115,386             89,513
                                              ----------         ----------
      Total Current Assets                     1,595,688          1,465,128
                                                                  
Property and equipment, net                      702,901            756,579
Goodwill, net of accumulated amortization of                      
  $2,196,941 and $2,081,576, respectively      5,426,993          5,542,358
Loan Receivable                                   50,000             50,000
Other Assets, net                                422,731            441,936
                                              ----------         ----------
      Total Other Assets                       6,602,625          6,790,873




      Total Assets                            $8,198,313         $8,256,001
                                              ==========         ==========


</TABLE>








                                      3

<PAGE>   4

                   PRINCETON DENTAL MANAGEMENT CORPORATION
                    CONDENSED CONSOLIDATED BALANCE SHEETS
                     MARCH 31, 1998 AND DECEMBER 31, 1997


<TABLE>
<CAPTION>            
             LIABILITIES                    MARCH 31, 1998    DECEMBER 31, 1997
             -----------                    --------------    -----------------
                                              (UNAUDITED)
<S>                                         <C>                <C>
Current Liabilities:
  Notes Payable                             $     60,591       $     60,591
  Bank Debit Balances                                  -             69,849
  Current portion of capital 
    lease obligations                             15,138             18,849
  Current portion of long-term debt              849,184            849,184
  Convertible secured debt                     2,133,428          2,133,428
  Accounts Payable                               911,181            922,994
  Accrued salaries and wages                     540,197            476,178
  Other accrued expenses                         847,483            711,930
                                            ------------       ------------
      Total Current Liabilities                5,357,202          5,243,003

Long-term debt, excluding current portion      1,678,199          1,787,436
Capital lease obligations, excluding 
  current portion                                 18,588             18,588
                                            ------------       ------------
      Total Liabilities                        7,053,989          7,049,027
                                            ------------       ------------

Shareholder's Equity:
  Series A 11.75% Cumulative Convertible
    Preferred Stock par value $1.00 per 
    share; authorized shares - 1,000,000; 
    issued and outstanding - 2,848 at 
    December 31, 1996                              2,848              2,848
  Series B Preferred Stock, par value $1.00
    per share; authorized shares - 100; 
    issued and outstanding - 100 at 
    December 31, 1996                                100                100
  Common stock, par value $0.0001 per 
    share; authorized shares - 25,000,000; 
    issued and outstanding - 2,040,965 
    at March 31, 1998 and 2,024,065 at 
    December 31, 1997                                204                202
  Less: 8,462 shares Common Stock held
    in treasury, at cost                        (181,771)          (181,771)

  Additional Paid-In Capital                  15,140,239         15,108,366
  Accumulated Deficit                        (13,817,296)       (13,722,771)
                                            ------------       ------------
      Net Shareholders' Equity                 1,144,324          1,206,974
      Total Liabilities and                 ------------       ------------
        Shareholders' Equity                $  8,198,313       $  8,256,001
                                            ============       ============

</TABLE>






                                      4


<PAGE>   5

                   PRINCETON DENTAL MANAGEMENT CORPORATION
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATION
                                 (UNAUDITED)

<TABLE>
<CAPTION>
                                      THREE MONTHS ENDED    THREE MONTHS ENDED
                                        MARCH 31, 1998        MARCH 31, 1997
                                        --------------        -------------
<S>                                      <C>                   <C>
Revenue:

  Practice Revenue                       $  2,190,560          $  2,932,787
  Laboratory Revenue                        1,012,384             1,060,698
                                         ------------          ------------
      Total Revenue                      $  3,202,944          $  3,993,485
                                         ------------          ------------
Expenses:
                                            
  Practice compensation and Benefits        1,599,838             2,168,518
  Other Practice Expense                      403,001               552,134
  Cost of Laboratory Revenue & Expenses       780,572               825,772
  General Corporate Expenses                  101,347               243,138
  Depreciation and Amortization               208,877               225,282
                                         ------------          ------------
      Total Operating Expenses              3,093,635             4,014,844
                                         ------------          ------------

      Operating Income (Loss)                 109,309               (21,359)

  Loss from sale of practices                    -                  (32,572)
  Interest Expense                           (207,665)             (190,028)
  Other Income                                  3,831                12,128
                                         ------------          ------------
      Net Loss                           $    (94,525)         $   (231,831)
                                         ============          ============
      Basic & Diluted Net Loss Per 
        Share of common stock            $      (0.05)         $      (0.11)
                                         ============          ============
      Basic & Diluted weighted, common 
        shares outstanding                  2,035,332             2,024,465
                                         ============          ============
</TABLE>




                                      5

<PAGE>   6


                   PRINCETON DENTAL MANAGEMENT CORPORATION
               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
             FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                                 (UNAUDITED)

<TABLE>
<CAPTION>
                                                MARCH 31, 1998   MARCH 31, 1997
                                                --------------   --------------
<S>                                                 <C>             <C>
Operating Activities:
  Net Loss                                          (94,525)        (231,831)
  Cash Provided By (Used In) Operating Activities:
    Depreciation and Amortization                   189,263          225,282
    Loss on sale of Dental Practices                      -           32,572
    Issuance of stock under Incentive 
      Stock Bonus Plan                               31,875                -
    Changes in Operating Assets and Liabilities:                       
      Accounts Receivable                             7,446          249,116
      Inventories                                   (25,009)         (16,480)
      Other Current Assets                          (25,873)           5,375
      Accounts Payable                              (11,813)         (83,806)
      Accrued Expenses                              199,572           56,426
                                                   --------         --------
  Net Cash Provided By (Used In) Operating 
    Activities                                      270,936          236,654
                                                   --------         --------
  Cash Provided By (Used In) Investing Activities:
    Other Assets                                     19,205           17,648
    Proceeds from notes receivable                   35,941            1,754
    Purchase of property and equipment - Net        (20,220)         (32,245)
    Proceeds from sale of Dental Practices                -          475,000
                                                   --------         --------
  Net Cash Provided By (Used In) Investing 
    Activities                                       34,926          462,157
                                                   --------         --------
  Cash Provided By (Used In) Financing Activities:                    
    Principal payments on capital lease obligations  (3,711)         (19,242)
    Principal payments on long term debt and                          
      notes payable to shareholders                (109,237)        (527,719)
                                                   --------         --------
    Net Cash Used In Financing Activities          (112,948)        (546,961)
                                                   --------         --------
    Increase in Cash and Cash Equivalents           192,914          151,850
                                                   --------         --------
    Cash and bank debit balances, beginning of 
      period                                        (23,205)         185,235
                                                   --------         --------
    Cash and bank debit balances, end of period     169,709          337,085
                                                   ========         ========
</TABLE>





                                      6


<PAGE>   7



                   PRINCETON DENTAL MANAGEMENT CORPORATION
           Notes to the Condensed Consolidated Financial Statements
                                March 31, 1998
                                 (Unaudited)

Note 1 - SIGNIFICANT ACCOUNTING POLICIES

     The accounting policies followed by Princeton Dental Management
Corporation (the Company) for quarterly financial reporting purposes are the
same as those disclosed in the Company's annual financial statements.  In the
opinion of management, the accompanying condensed consolidated financial
statements reflect all adjustments necessary for a fair presentation of the
information presented.

     The quarterly condensed consolidated financial statements herein have been
prepared by the Company without audit. Certain information and footnote
disclosures included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted.
Although the Company's management believes the disclosures are adequate to make
the information not misleading, it is suggested that these quarterly condensed
financial statements be read in conjunction with the audited annual financial
statements and footnotes thereto.

     The Company had a five-for-one reverse stock split of its common stock
effective August 18, 1997.  All share information and per share information in
these consolidated financial  statements have been retroactively restated to
reflect the reverse stock split.

Note 2 - RECLASSIFICATIONS

     The accompanying condensed consolidated financial statements contain
certain reclassifications of previously reported information.  The
reclassifications have been made to more appropriately reflect the operating
results of the Company.

Note 3 - FINANCING AGREEMENT

1. On April 22, 1996, the Company entered into a financing arrangement pursuant
to which the Company issued Convertible Debt (the Convertible Debt) to
Amsterdam Equities Limited in the amount of $2,483,620 and 3,599.77 shares of
Series A 11.75% Cumulative Convertible Preferred Stock (the Preferred Stock) to
Amsterdam Equities Limited (195 shares), Frank Leonard Laport (1,904.77
shares), and Beverly Trust Company, as custodian for the Frank Leonard Laport
Rollover Individual Retirement Account No. 75-49990 (1,500 shares)
(collectively, the Investor Group).   The  Convertible  Debt  and  Preferred
Stock  replaced indebtedness of the Company at April 22, 1996, in the amount of
$1,976,700 incurred under that certain letter agreement dated December 7, 1994
(the Letter Agreement) and that certain Secured Revolving Demand Note dated
January 27, 1995 (the Secured Note). Under the terms of the Convertible Debt
and Preferred Stock Agreements (also referred to herein collectively as the
Financing Arrangement) the Investor Group may lend additional funds, in
increments to be determined solely by the Investor Group. The Convertible Debt
and Preferred Stock were initially to bear interest and have a coupon rate,
respectively of 11.75%, plus the payment of any withholding taxes which might
be due and owing with respect to any person which is a foreign entity.
Payments on the Convertible Debt/Preferred Stock were interest only due in
quarterly installments which were to begin in September 1996.  The Convertible
Debt/Preferred Stock originally had a maturity of seven years from the date of
closing, subject to acceleration in the event of a default.  Subsequent to
September 30, 1996 the Company was unable to pay the interest only requirements
of the Convertible Debt and Preferred Stock Agreements, therefore, effective
October 1, 1996 until the accrued interest is paid, interest began to accrue at
the default rate of 21.75%.

     Pursuant to that certain Modification Agreement ("Modification Agreement")
entered into between the Investor Group and the Company and dated as of July 1,
1997, the Investor Group agreed, conditioned upon continued listing by the
Company on the Nasdaq SmallCap Market and similar concessions by another
significant Company creditor, to waive all accumulated and ongoing interest
and/or dividends on the Convertible Debt/Preferred Stock for the period from
January 1, 1997 through December 31, 1997.  That waiver has now ended and
interest and dividends are again beginning to accrue.



                                      7



<PAGE>   8


                   PRINCETON DENTAL MANAGEMENT CORPORATION
           Notes to the Condensed Consolidated Financial Statements
                                March 31, 1998
                                 (Unaudited)


     This waiver on the part of the Investor Group resulted in a total savings
to the Company in excess of $700,000.

     In addition to the amounts owed under the Letter Agreement and the Secured
Note, the terms of the Convertible Debt and Preferred Stock Agreements called
for the conversion of 58,333 shares of the Company's Regulation D stock held by
the Investor Group into $350,000 of Convertible Debt and Preferred Stock. The
shares of common stock were being held in treasury at time of redemption.

     An additional provision of the Convertible Debt and Preferred Stock
Agreements included the payment of $300,000 as a closing fee and required the
Company to reimburse the legal fees and costs and expenses of the Investor
Group in connection with the negotiation and the closing of the transaction
which totaled $216,897. The closing fees and reimbursement of the costs and
expenses were payable in the form of Convertible Debt and Preferred Stock. In 
total, the Company incurred costs of $544,716 in connection with the 
refinancing which has been capitalized and will be amortized over a period of 
seven years or until the Convertible Debt/Preferred Stock is called.

     The terms of the Convertible Debt and Preferred Stock Agreements provided
the Investor Group with certain rights pertaining to the registration of any
common stock to which the Investor Group may convert from Convertible Debt or
Preferred Stock, certain anti-dilution rights, and a right of first refusal on
any future offering of Company securities.

     Under the terms of the transaction, the Company also issued a warrant to
purchase 100 shares of Series B Preferred Stock. The Series B Preferred Stock
entitled Amsterdam Equities Limited, after the occurrence of an event of
default, to elect a Class B director who would have super-majority voting
powers on the Company's Board of Directors.

     The Convertible Debt and Preferred Stock may be converted into the common
stock of the Company, at the sole option of the Investor Group, at various
conversion rates as set forth in the conversion formula contained in the
Convertible Debt and Preferred Stock Agreements. Conversion pursuant to such
conversion formula would result in a conversion price per share of the
Company's common stock below present market levels.  If the Investor Group were
to convert all outstanding Convertible Debt and Preferred Stock at the present
time, the conversion would result in the issuance to the Investor Group of a
majority interest representing approximately eighty-five percent (85.0%) of the
issued and outstanding shares of Company's common stock (after conversion and
assuming full conversion and anti-dilution).  In the event of such a conversion
and exercise, the 85% of the Class would be held almost entirely by Amsterdam
Equities, with Mr. Laport holding less then 8% of the stock resulting from such
conversion and exercise.

     In addition, pursuant to the terms of the Financing Arrangement, the
Company issued to the holders of the Convertible Debt and the Preferred Stock a
series of default warrants to purchase an aggregate number of shares of common
stock equivalent to fifty percent (50.0%) of the issued and outstanding Common
Stock of the Company at an exercise price of $0.50 per share (subsequently
reduced to $0.05 per share under the terms of the Modification Agreement).
This modification effectively reduced the aggregate exercise price of
approximately $412,500 for the default warrants to an aggregate exercise price
of approximately $41,250 (not accounting for any adjustments due to the
anti-dilution provision of the Warrants and due to changes in the total issued
and outstanding shares of the company's common stock).  The Investor Group
could exercise the warrants only upon the occurrence of an event of default
under the terms of the Financing Arrangement or upon the failure by the Company
to achieve certain minimum financial goals of net income of at least one dollar
in the fiscal year ending December 31, 1996, and various net income tests in
subsequent years. The Company has been in ongoing default under the Financing
Arrangement and the stated financial goals have not been met, and, accordingly,
these default 



                                      8



<PAGE>   9



                   PRINCETON DENTAL MANAGEMENT CORPORATION
           Notes to the Condensed Consolidated Financial Statements
                                March 31, 1998
                                 (Unaudited)

warrants have been capable of being exercised by the Investor Group upon
payment of a minimal exercise price since January 1, 1997. The cumulative
effect of the issuance of shares pursuant to the default warrants to the
Investor Group and the conversion of outstanding Convertible Debt/Preferred
Stock could result in ownership by the Investor Group of approximately 85% of
the Company's total issued and outstanding common stock after such conversion
and exercise. In the event of such a conversion and exercise, the 85% of the
Class would be held almost entirely by Amsterdam Equities with Mr. Laport
holding less then 8% of the stock resulting from such conversion and exercise.
To date, while the Company could potentially cure these defaults, the Investor
Group has taken no steps to exercise these default warrants.


2.   In August 1996, the Company entered into a Letter Agreement by and among 
the Company; Dr. Charles R. Mitchell, a former President of the Company; 
Stratum Management, Inc., a former consultant to the Company; John H. Hagan, 
a former director of the Company; Dr. Seymour Kessler, a former director
of the Company; and Amsterdam Equities Limited, Frank Leonard Laport, and
Beverly Trust Company, as Custodian of the Frank Leonard Laport Rollover
Individual Retirement Account No. 75-49990, each members of the Investor Group. 
Under the Letter Agreement, which became effective on August 9, 1996, the Series
B Preferred Stock previously referred to in the Convertible Debt Agreement
executed by the Company on April 22, 1996 was amended to be immediately
effective and Class B Preferred Stock was immediately issued to Amsterdam.

     The Class B Preferred Stock entitled Amsterdam to elect a Director to the
Board of Directors of the Company who would have super majority voting powers.
In effect, the Class B director appointed by Amsterdam shall have the number of
votes on the Board of Directors as the current Board currently holds, plus one
vote.  The amendment and activation of the Class B Preferred Stock occurred
upon the satisfaction of the following two conditions:  (i) delivery to the
Company of a notice, pursuant to which the Investor Group would convert an
aggregate amount of U.S. $700,000 of currently outstanding Convertible
Debt/Preferred Stock into the Company's Common Stock in accordance with the
contractual terms of the Convertible Debt and Preferred Stock Agreements
executed on April 22, 1996 and (ii) upon the advance to the Company of an
additional $200,000.00 pursuant to the Convertible Debt and the Preferred Stock
Agreements executed April 22, 1996.  As of August 9, 1996, the Investor Group
had satisfied these two conditions and the Class B Preferred Stock was issued
to Amsterdam.

     Frank Leonard Laport, Chairman and CEO of the Company, was elected as the
Series B Director effective as of August 9, 1996. The Series B Director has not
voted on any matters to date or taken any action whatsoever to date.


Note 4 - CONVERSION OF DEBT

     Pursuant to the Allonge and Fifth Amendment ("Allonge") to Acquisition
Promissory Note dated as of July 1, 1997, the Company, Mason Dental Midwest,
Inc. and the constituent Shareholders of the Delaware corporation formally
known as Mason Dental, Inc., agreed to convert $150,000.00 worth of the
outstanding debt held by the constituent Shareholders into 53,381 shares of the
Company's common stock which was previously held as treasury stock.



                                      9


<PAGE>   10


                   PRINCETON DENTAL MANAGEMENT CORPORATION
           Notes to the Condensed Consolidated Financial Statements
                                March 31, 1998
                                 (Unaudited)

ITEM 2  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS

     The following discussion should be read in conjunction with the attached
condensed consolidated financial statements and notes thereto, and with the
Company's audited financial statements and notes thereto for the period ended
March 31, 1998.

Results of Operations

     Revenue for the three month period ended March 31, 1998 was $3,202,944
compared with $3,993,485 for the three month period ended March 31, 1997, a
decrease of $790,541.  The change in revenue is due primarily to the sale
of three dental practices and one dental laboratory during 1997. Operating
expenses decreased $921,209 to $3,093,635 for  the  three  month period  ended 
March 31, 1998  from  $4,014,844  for  the  three  month period ended March 31,
1997.  This decrease is due in large part to the sales of the practices and
dental laboratory, as well as several cost cutting measures related to
compensation, benefits, and various other practice expenses.

     Interest expense increased $17,637 to $207,665 for the three month period
ended March 31, 1998 versus $190,028 incurred in the comparable three month
period last year.  The increase is primarily the result of interest accruing on
the Convertible Debt and Preferred Stock Agreements at the default rate.

     The net loss for the three month period ended March 31, 1998 of $94,525
was primarily the result of interest expense and depreciation and amortization.
The net loss decreased by $137,306, showing an improvement from the three
month period ended March 31, 1997.

Financial Condition

     Changes in the Company's financial condition at March 31, 1998 as compared
with March 31, 1997 resulted primarily from the waiver of interest pursuant to
the Modification Agreement and the Allonge and a general improvement in
operations and the sale of three dental practices and a dental laboratory.

     The Company is currently in the process of developing revenue enhancement
programs in both the dental practice segment as well as the laboratory segment.
In addition, the Company is also working to improve the operating results of
the various operations by reducing the costs of patient services including a
significant reduction in payroll.  The Company has begun steps to reduce
general and administrative expenses. However, the Company can make no
assurances in regards to the results of these programs.

     In the past the Company did not pay certain state tax liabilities in the
State of Michigan.  Currently the Company is in the process of negotiating with
the State to abate penalties with respect to the late payment.  The Company
estimates its total liability in this regard to be $175,000.

Liquidity and Capital Resources

     As of March 31, 1998, the Company had a working capital deficit of
$3,761,514 and a financial accumulated deficit of $13,817,296.  Goodwill and
other intangibles comprise approximately 66% of total assets, leaving tangible
assets of approximately $2,771,320 and negative tangible net worth of
approximately $4,282,669.



                                      10



<PAGE>   11



                   PRINCETON DENTAL MANAGEMENT CORPORATION
           Notes to the Condensed Consolidated Financial Statements
                                March 31, 1998
                                 (Unaudited)


     During the three month period ended March 31, 1998, the Company's cash and
cash equivalents increased $192,914.  Cash generated from depreciation and
amortization was $189,263.  All other cash activities substantially offset each
other.

     As disclosed in Note 3, the Company's primary source of outside financing
is from the Investor Group.  Given the Company's working capital deficit and
negative tangible net worth, the Company is heavily reliant on the Investor
Group's financing to continue the Company's expansion plans and to a larger
extent, provide working capital to fund the operations.  The Company has not
needed to obtain additional material amounts of funding from the Investor Group
during the past year.  However, the Company does remain heavily reliant on the
Investor Group.

                                      11



<PAGE>   12



                   PRINCETON DENTAL MANAGEMENT CORPORATION
           Notes to the Condensed Consolidated Financial Statements
                                March 31, 1998
                                 (Unaudited)


PART II - OTHER INFORMATION

Item 1. Legal Proceedings

        a) On October 16, 1996, the Company was sued for $160,000 by
           Romajo Partners Limited Partnership, a Partnership controlled by Dr.
           Seymour Kessler, a former director of the Company.  While the
           Company is appealing this decision, the Company received an adverse
           judgement in that suit in October, 1997 and has paid Romajo Partners
           Limited Partnership $162,627 as the judgement amount.

        b) The Company is involved in a number of other legal
           proceedings related to malpractice, worker's compensation, general
           employment and contract disputes all in various stages of
           proceedings, most of which will be covered by insurance.


Item 2. Changes in Securities

        a) Effective August 18, 1997, the Company's shareholders approved a 
           five-for-one reverse Stock split of the company's common stock.

Item 6. Exhibits and Reports on Form 8-K

        a) Exhibits

        The following documents are filed as an exhibit to this Report:


           (10.51) Letter Agreement dated February 4, 1997 between Dr. Richard  
           Staller and the Registrant regarding the sale of the assets of the
           Dental Team of Delray Beach.  (Incorporated by reference to Exhibit
           10.51 to the Registrant's Form 10-KSB for the fiscal year ended
           December 31, 1996 filed with the Commission on March 31, 1997)

           (10.52) Letter Agreement effective as of January 10, 1997 by and     
           among the Registrant and Drs. Barfield and Payne regarding the sale
           of the assets of the Fairfield Dental Center practice. (Incorporated
           by reference to Exhibit 10.52 to the Registrant's Form 10-KSB for the
           fiscal year ended December 31, 1996 filed with the Commission on
           March 31, 1997)

           (10.53) Agreement effective as of May 20, 1997 by and among the      
           Registrant and Valley Forge Dental Associates regarding the sale of
           the assets of the Century Dental Center practice, (Incorporated by
           reference to Exhibit 10.53 to the Registrant's Form 10QSB for the
           period ended June 30, 1997).

           (10.54) Letter Agreement effective as of June 1, 1997 by and among   
           the Registrant and Mr. Larry Ceraulo d/b/a Certex Dental Studio
           regarding the sale of the assets comprising Mason Dental Southeast,
           Inc. and Renaissance Dental Studio, (Incorporated by reference to
           Exhibit 10.54 to the Registrant's Form 10QSB for the period ended
           June 30, 1997).

           (10.55) Modification Agreement dated as of July 1, 1997 by and       
           among the Registrant, Amsterdam Equities Limited, Frank Leonard
           Laport, and Beverly Trust Company, as Custodian



                                      12


<PAGE>   13

                   PRINCETON DENTAL MANAGEMENT CORPORATION
           Notes to the Condensed Consolidated Financial Statements
                                March 31, 1998
                                 (Unaudited)


           of the Frank Leonard Laport Rollover Individual Retirement Account   
           No. 75-49990, (Incorporated by reference to Exhibit 10.55 to the
           Registrant's Form 10QSB for the period ended June 30, 1997).

           (10.56) Allonge and Fourth Amendment to Acquisition Promissory Note  
           dated as of July 1, 1997, the Company, Mason Dental Midwest, Inc. and
           the Constituent Shareholders of the Delaware corporation formally
           known as Mason Dental, Inc, (Incorporated by reference to Exhibit
           10.56 to the Registrant's Form 10QSB for the period ended June 30,
           1997).

           (10.57) Promissory  Note   in   the   initial  principal  amount     
           of  $96,357  executed  by Lawrence Ceraulo, Victor Texidor, and
           Certex Dental Studio, Inc. in favor of Mason Dental Southeast and
           dated as of August 1, 1997, (Incorporated by reference to Exhibit
           10.57 to the Registrant's Form 10QSB for the period ended June 30,
           1997).

           (10.58) Allonge & Fifth Amendment to Acquisition Promissory Note     
           dated as of July 1, 1997, among the Company, Mason Dental Midwest,
           Inc. and the constituent Shareholders of the Delaware Corporation
           formally known as Mason Dental, Inc.  (Incorporated by reference to
           Exhibit 10.58 to the Registrant's Form 10KSB for the period ended
           December 31, 1997).

           (10.59) Agreement of purchase and sale dated as of May 1, 1997       
           between Princeton Medical Management Northeast, Inc. and Valley Forge
           Dental Associates, Inc.  (Incorporated by reference  to Exhibit 
           10.59  to  the  Registrant's  Form  10KSB  for  the period  ended
           December 31, 1997).

           (21.1) Subsidiaries of the Small Business Issuer (incorporated by    
           reference to Exhibit 22.1 to the Registrant's Form 10-KSB for the
           fiscal year ended December 31, 1993 (Registration Number 3343298-A)
           filed with the Commission on April 14, 1994).


(b) Reports on Form 8-K The Registrant filed the following Form 8-K's during
the period from January 1, 1998 through March 30, 1998:

           NONE




                                      13




<PAGE>   14





                                  SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this quarterly report of Form 10-QSB for the quarter
ended March 31, 1998, to be signed on its behalf, by the undersigned there unto
duly authorized.



DATED:                              Princeton Dental Management Corporation



                                    By: 
                                       ------------------------------------
                                       Gary A. Lockwood
                                       President and Chief Operating Officer





                                      14




<PAGE>   15



                                  SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this quarterly report of Form 10-QSB for the quarter
ended March 31, 1998, to be signed on its behalf, by the undersigned there unto
duly authorized.



DATED:                              Princeton Dental Management Corporation



                                    By: 
                                       ------------------------------------
                                       Barbara M Kamenczak
                                       Chief Accounting Officer



                                      15