**EXHIBIT
  31.1**

****

**SARBANES-OXLEY
  SECTION 302
  (a)**

**CERTIFICATION
  OF CEO**



I,
  **William
  C. Taylor**,
  certify that:



1.
  I have reviewed
  this annual
  report on
  Form 10-KSB
  of PRINCETON
  AMERICAN CORPORATION
  (the "registrant").;



2.
  Based on my
  knowledge,
  this annual
  report does
  not contain
  any untrue
  statement
  of a material
  fact or omit
  to state a
  material fact
  necessary
  to make the
  statements
  made, in light
  of the circumstances
  under which
  such statements
  were made,
  not misleading
  with respect
  to the period
  covered by
  this annual
  report;



3.
  Based on my
  knowledge,
  the financial
  statements,
  and other
  financial
  information
  included in
  this annual
  report, fairly
  present in
  all material
  respects the
  financial
  condition,
  results of
  operations
  and cash flows
  of the registrant
  as of, and
  for, the periods
  presented
  in this annual
  report;



4.
  The registrant's
  other certifying
  officer and
  I are responsible
  for establishing
  and maintaining
  disclosure
  controls and
  procedures
  (as defined
  in Exchange
  Act Rules
  13a-14 and
  15d-14) for
  the registrant
  and we have:



a)
  Designed such
  disclosure
  controls and
  procedures
  to ensure
  that material
  information
  relating to
  the registrant,
  including
  its consolidated
  subsidiaries,
  is made known
  to us by others
  within those
  entities,
  particularly
  during the
  period in
  which this
  annual
  report is
  being prepared;



b)
  Evaluated
  the effectiveness
  of the registrant's
  disclosure
  controls and
  procedures
  as of a date
  within 90
  days prior
  to the filing
  date of this
  annual
  report (the
  "Evaluation
  Date");
  and



c)
  Presented
  in this annual
  report our
  conclusions
  about the
  effectiveness
  of the disclosure
  controls and
  procedures
  based on our
  evaluation
  as of the
  Evaluation
  Date;



5.
  The registrant's
  other certifying
  officer and
  I have disclosed,
  based on our
  most recent
  evaluation,
  to the registrant's
  auditors and
  the audit
  committee
  of registrant's
  board of directors
  (or persons
  performing
  the equivalent
  function):



a) All significant deficiencies in the design or
  operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have
  identified for the registrant's auditors any material weaknesses in internal controls; and



b)
  Any fraud,
  whether or
  not material,
  that involves
  management
  or other employees
  who have a
  significant
  role in the
  registrant's
  internal controls;
  and



6.
  The registrant's
  other certifying
  officer and
  I have indicated
  in this annual
  report whether
  or not there
  were significant
  changes in
  internal controls
  or in other
  factors that
  could significantly
  affect internal
  controls subsequent
  to the date
  of our most
  recent evaluation,
  including
  any corrective
  actions with
  regard to
  significant
  deficiencies
  and material
  weaknesses.





Date: September 30, 2003







/s/
  **William
  C. Taylor**

-----------------------------

**William
  C. Taylor**

Chairman,
  CEO and Director