U.S. SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549


                          Form 10-QSB

                     Quarterly Report Under
               the Securities Exchange Act of 1934

              For Quarter Ended:  September 30, 1998

                 Commission File Number:  0-22095



                 PRINCETON MANAGEMENT CORPORATION
(Exact name of small business issuer as specified in its charter)



                             Colorado
  (State or other jurisdiction of incorporation or organization)

                            84-1039267
                 (IRS Employer Identification No.)

                5650 Greenwood Plaza Blvd, Suite 216
                        Englewood, Colorado
               (Address of principal executive offices)

                               80111
                             (Zip Code)

                          (303) 741-1118
                    (Issuer's Telephone Number)


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


Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934
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 of the registrant's only class of common stock
issued and outstanding, as of June 30, 1998, was 288,600 shares.



<PAGE>
                             PART I


ITEM 1.   FINANCIAL STATEMENTS.

          The unaudited financial statements for the nine month
period ended September 30, 1998, are attached hereto.

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

          The following discussion should be read in conjunction
with the Financial Statements and notes thereto included herein.

          The Company generated no revenues during the nine month
period ended September 30, 1998.  Management of the Company
anticipates that the Company will not generate any significant
revenues until the Company accomplishes its business objective of
merging with a nonaffiliated entity or acquiring assets from the
same.  

          The Company's securities are currently not liquid.  There
are no market makers in the Company's securities and it is not
anticipated that any market will develop in the Company's
securities until such time as the Company successfully implements
its business plan of engaging in a business opportunity, either by
merger or acquisition of assets.  The Company presently has no
liquid financial resources to offer such a candidate and must rely
upon an exchange of its stock to complete such a merger or
acquisition.

          Because the Company is not required to pay rent or
salaries to any of its officers or directors, management believes
that the Company has sufficient funds to continue operations
through the foreseeable future.

Forward Looking Statements

          This report contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") concerning the Company's operations, economic
performance and financial conditions, including, in particular, the
likelihood of the Company's ability to acquire another existing
business or assets.  These statements are based upon a number of
assumptions and estimates which are inherently subject to
significant uncertainties and contingencies, many of which are
beyond the control of the Company and reflect future business
decisions which are subject to change.  Some of these assumptions
inevitably will not materialize and unanticipated events will occur
which will affect the Company's results.  Consequently, actual
results will vary from the statements contained herein and such


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<PAGE>
variance may be material.  Prospective investors should not place
undue reliance on this information.

Year 2000 Disclosure

          Many existing computer programs use only two digits to
identify a year in the date field.  These programs were designed
and developed without considering the impact of the upcoming change
in the century.  If not corrected, many computer applications could
fail or create erroneous results by or at the Year 2000.  As a
result, many companies will be required to undertake major projects
to address the Year 2000 issue.  Because the Company has nominal
assets, including no personal property such as computers, it is not
anticipated that the Company will incur any negative impact as a
result of this potential problem.  However, it is possible that
this issue may have an impact on the Company after the Company
successfully consummates a merger or acquisition.  Management
intends to address this potential problem with any prospective
merger or acquisition candidate.  There can be no assurances that
new management of the Company will be able to avoid a problem in
this regard after a merger or acquisition is so consummated.  


                   PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS - NONE

ITEM 2.   CHANGES IN SECURITIES - NONE

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES - NONE

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS -

          NONE.

ITEM 5.   OTHER INFORMATION -

          Subsequent to fiscal quarter ended September 30, 1998,
and effective October 19, 1998, the Company entered into a letter
of intent with USA Service Systems, Inc. ("USA"), a privately held
Florida corporation, wherein the Company agreed in principle to
enter into a share exchange agreement with USA wherein the Company
will acquire all of the issued and outstanding shares of USA in
exchange for issuance by the Company of previously unissued
"restricted" common stock. The relevant terms of the proposed
transaction require the Company to undertake a forward split of its
issued and outstanding common stock, whereby 4.33 shares of common
stock shall be issued in exchange for each share of common stock
issued and outstanding, in order to establish the number of issued
and outstanding common shares of the Company at Closing to be
1,250,000 shares and thereafter, issue to the USA shareholders an
aggregate of 3,750,000 "restricted" common shares, representing 75%

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<PAGE>
of the Company's then outstanding common stock, in exchange for all
of the issued and outstanding shares of USA.  The transaction is
expected to close during the fiscal quarter ended December 31,
1997.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K -

          (a)  Exhibits

               EX-27     Financial Data Schedule

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



                               4

<PAGE>
<TABLE>
Princeton Management Corporation
(A Development Stage Company)
Balance Sheet
----------------------------------------------------------------------
<CAPTION>
                                                Unaudited   Audited
                                                September   December
                                                30, 1998    31, 1997
                                                ---------  ---------
<S>                                             <C>        <C>
ASSETS

Current Assets:

Cash                                               $1,517     $1,857
                                                ---------  ---------
TOTAL ASSETS                                       $1,517     $1,857
                                                =========  =========
LIABILITIES AND SHAREHOLDERS' EQUITY
 
LIABILITIES - Accounts Payable                     $4,581       $709
                                                ---------  ---------

SHAREHOLDERS' EQUITY                                  

Preferred Stock , .01 Par Value
 Authorized 20,000,000 Shares; Issued 
 And Outstanding -0- Shares                             0          0

Common Stock, $.0001 Par Value                        
 Authorized 100,000,000 Shares;
 Issued And Outstanding 288,600 Shares                 29         29

Capital Paid In Excess Of                             
 Par Value Of Common Stock                        163,043    163,043

Retained (Deficit)                               (148,616)  (148,616)

Retained Earnings (Deficit)
 Accumulated During The
 Development Stage                                (17,520)   (13,308)
                                                ---------  ---------
TOTAL SHAREHOLDERS' EQUITY                         (3,064)     1,148
                                                ---------  ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY         $1,517     $1,857
                                                =========  =========
 
<FN>
     The Accompanying Notes Are An Integral Part Of These Unaudited
Financial Statements.

</TABLE>

                               5

<PAGE>
<TABLE>
Princeton Management Corporation
(A Development Stage Company)
Unaudited Statement Of Operations
----------------------------------------------------------------------
<CAPTION>
                                                            Inception
                                 Unaudited      Unaudited   January 1,
                                  9 Month        9 Month      1996
                                Period Ended   Period Ended  Through
                                  September     September   September
                                  30, 1998      30, 1997     30, 1998
                                ------------  ------------  ----------
<S>                             <C>           <C>           <C>
Revenue                         $          0  $          0  $        0

Expenses:

Bank Charges                              89           249         264
Legal And Accounting                   4,123             0      17,282
                                ------------  ------------  ----------
Total                                  4,212           249      17,546
                                ------------  ------------  ----------
Net (Loss) Before Other Income        (4,212)         (249)    (17,546)

Other Income - Interest                    0             0          26
                                ------------  ------------  ----------
Net (Loss)                      $     (4,212) $       (249) $  (17,520)
                                ============  ============  ==========
Basic Profit (Loss) Per 
 Common Share                         ($0.01)       ($0.00)
                                ============  ============ 
Weighted Average Common Shares 
 Outstanding                         288,600       288,600
                                ============  ============












<FN>
     The Accompanying Notes Are An Integral Part Of These Unaudited Financial
Statements.

</TABLE>


                                    6



<PAGE>
<TABLE>
Princeton Management Corporation
(A Development Stage Company)
Unaudited Statement Of Operations
----------------------------------------------------------------------
<CAPTION>
                                           Unaudited      Unaudited
                                            3 Month        3 Month
                                          Period Ended   Period Ended
                                            September     September
                                            30, 1998      30, 1997
                                          ------------  ------------
<S>                                       <C>           <C>
Revenue                                   $          0  $          0

Expenses:

Bank Charges                                        30            10
Legal And Accounting                                69         5,671
                                          ------------  ------------
Total                                               99         5,681
                                          ------------  ------------
Net (Loss) Before Other Income                     (99)       (5,681)

Other Income - Interest                              0             0
                                          ------------  ------------
Net Profit (Loss)                         $        (99) $     (5,681)
                                          ============  ============
Basic Profit (Loss) Per 
 Common Share                             $      (0.00) $      (0.02)
                                          ============  ============ 
Weighted Average Common Shares 
 Outstanding                                   288,600       288,600
                                          ============  ============












<FN>
     The Accompanying Notes Are An Integral Part Of These Unaudited Financial
Statements.

</TABLE>
                                    7

<PAGE>
<TABLE>
Princeton Management Corporation
(A Development Stage Company)
Unaudited Statement Of Cash Flows
----------------------------------------------------------------------
<CAPTION>
                                                             Inception
                                  Unaudited     Unaudited    January 1,
                                   9 Month       9 Month        1996
                                 Period Ended  Period Ended    Through
                                  September     September     September
                                  30, 1998      30, 1997      30, 1998
                                 ------------  ------------  ----------
<S>                              <C>           <C>           <C>
Net (Loss)                       $     (4,212) $       (249) $  (17,520)

Adjustments To Reconcile
 Net Loss To Net Cash
 Used In Operating Activities:              0             0           0

Debt paid by shareholder on
 behalf of Company                          0             0       5,000

Changes In Operating
Assets And Liabilities:
  Increase in Accounts Payable          3,872             0       4,581
                                 ------------  ------------  ----------
 Net Flows From Operations               (340)         (249)     (7,939)
                                 ------------  ------------  ----------
Cash Flows From
Investing Activities:
                                            0             0           0
                                 ------------  ------------  ----------
Net Cash Flows From Investing               0             0           0
                                 ------------  ------------  ----------
Cash Flows From
Financing Activities:

Funds Received As Additional
 Capital Contribution                       0             0       8,072
                                 ------------  ------------  ----------
Cash Flows From Financing                   0             0       8,072
                                 ------------  ------------  ----------
Net Increase In Cash                     (340)         (249)        133
Cash At Beginning Of Period             1,857         1,384       1,384
                                 ------------  ------------  ----------
Cash At End Of Period            $      1,517  $      1,135  $    1,517
                                 ============  ============  ==========

Summary Of Non-Cash Investing
And Financing Activities:

Debt paid by shareholder
 on behalf of Company            $          0  $          0  $    5,000
                                 ============  ============  ==========

<FN>
     The Accompanying Notes Are An Integral Part Of These Unaudited Financial
Statements.

</TABLE>

                                          8

<PAGE>
<TABLE>
Princeton Management Corporation
(A Development Stage Company)
Unaudited Statement Of Shareholders' Equity
-------------------------------------------------------------------------------
<CAPTION>
                                                  (Deficit)
                                                 Accumulated
                   Number Of        Capital Paid  During The
                    Common   Common In Excess Of  Development Retained
                    Shares    Stock   Par Value      Stage    (Deficit)   Total
                   --------- ------ ------------ ------------ ---------  -------
<S>                <C>       <C>    <C>          <C>          <C>        <C>
Balance At
 December 31, 1995   188,600 $   19 $    149,981 $          0 $(148,616) $ 1,384

Net (Loss) At
 December 31, 1996                                     (5,319)            (5,319)

Issuance Of Common
 Stock - November
 1996                100,000     10        4,990            0         0    5,000
                   --------- ------ ------------ ------------ ---------  -------
Balance At
 December 31, 1996   288,600     29      154,971       (5,319) (148,616)   1,065

Contribution To
 Equity                                    8,072                           8,072

Net (Loss) At
 December 31, 1997                                     (7,989)            (7,989)
                   --------- ------ ------------ ------------ ---------  -------
Balance At
 December 31, 1997   288,600     29      163,043      (13,308) (148,616)   1,148

Net (Loss) At
 September 30, 1998                                    (4,212)            (4,212)
                   --------- ------ ------------ ------------ ---------  -------

Balance At
 September 30, 1998  288,600 $   29 $    163,043 $    (17,520)$(148,616) $(3,064)
                   ========= ====== ============ ============ ========= ========










<FN>
     The Accompanying Notes Are An Integral Part Of These Unaudited Financial Statements.

</TABLE>

                                          9

<PAGE>
Princeton Management Corporation
Notes To Unaudited Financial Statements
For The Nine Month Period Ended September 30, 1998

Note 1 - Unaudited Financial Information

The unaudited financial information included for the three month
and nine month periods ended September 30, 1998 and September 30,
1997 were taken from the books and records without audit.  However,
such information reflects all adjustments (consisting only of
normal recurring adjustments, which are of the opinion of
management, necessary to reflect properly the results of interim
periods presented).  The results of operations for the nine month
period ended September 30, 1998 are not necessarily indicative of
the results expected for the year ended December 31, 1998.



                              10

<PAGE>
                          SIGNATURES


     Pursuant to the requirements of Section 12 of the Securities
and Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto
duly authorized.

                              PRINCETON MANAGEMENT CORPORATION
                              (Registrant)

                              Dated:  November 13, 1998



                              By:  s/Gregory J. Simonds           
                                 Gregory J. Simonds,
                                 President
                                      



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<PAGE>
                PRINCETON MANAGEMENT CORPORATION
         Exhibit Index to Quarterly Report on Form 10-QSB
            For the Quarter Ended September 30, 1998

EXHIBITS                                                Page No.

  EX-27     Financial Data Schedule . . . . . . . . . . .   13




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