UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549

                                   FORM 10-QSB

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

         For the quarterly period ended August 31, 2002

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

         For the transition period from __________ to __________

                           Commission file No. 0-5141

                         Princeton American Corporation
        (Exact name of small business issuer as specified in its Charter)

Nevada                                                22-1848644
(state or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                   Identification Number)

             2222 East Camelback Road, Suite 105, Phoenix, AZ 85016
          (Address of Principal Executive Offices, including Zip Code)

         Issuer's telephone number, including area code: (602) 522-2444

         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 periods
         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 [ ]

         10,923,918 shares of Common Stock, par value $.001 per share, were
         outstanding at August 31, 2002

         Transitional Small Business Disclosure Format (Check One): Yes [ ] No
         [X]
<PAGE>
                         PRINCETON AMERICAN CORPORATION

                                   FORM 10-QSB

                                      INDEX

Part I     Financial Information                                            Page

 Item 1 -  Financial statements (unaudited) ..............................   2

           Unaudited Condensed Balance Sheet - August 31, 2002 ...........   2

           Unaudited Condensed Statements of Operations and
           Comprehensive Income (Loss) - Three Months ended August 31,
           2002 and August 31, 2001 ......................................   4

           Unaudited Condensed Statements of Cash Flows  -  Three Months
           ended August 31, 2002 and  August 31 ,2001 ....................   5


           Unaudited Notes to Financial Statements .......................   6

 Item 2    Management's Discussion and Analysis of Financial .............   7
           Condition and Results of Operations.

 Item 3.   Controls and Procedures .......................................   9

PART II    Other Information .............................................  10

 Item 5    Other information .............................................  10

 Item 6 Exhibits and Reports on Form 8-K. ................................  10

Signatures ...............................................................  13



                                     - 1 -
<PAGE>

                         PRINCETON AMERICAN CORPORATION
                        Unaudited Condensed Balance Sheet
                                 August 31, 2002

                                     ASSETS


Current assets
     Cash and cash equivalents                                      $    12,707
     Loan retention account                                             184,605
     Accounts receivable                                                 23,123
     Investments in marketable securities                                29,316
     Prepaid expenses                                                    36,561
     Other assets                                                        52,730
                                                                    ------------
         Total current assets                                           339,042
                                                                    ------------

Prepaid expenses                                                         76,705

Investment in commission contract                                       210,173

Property and equipment, net                                           1,377,756

Loan costs, net                                                          54,303
                                                                    ------------
                                                                     $ 2,057,979
                                                                    ============


                 See accompanying notes to financial statements



                                     - 2 -
<PAGE>

                      LIABILITIES AND STOCKHOLDERS' DEFICIT


Current liabilities
     Mortgage notes payable - current portion                            55,135
     Notes payable, officers                                             66,969
     Accounts payable                                                    31,161
     Bankruptcy claims                                                  154,658
     Accrued interest                                                    79,458
     Accrued real estate taxes                                           70,306
     Payroll and sales taxes payable                                     24,736
     Advance rental income and tenant security deposits                   6,602
                                                                    -----------
         Total current liabilities                                      489,025

Tenant security deposits - long term                                     61,366
Mortgage notes payable, net of current portion                        4,423,702
                                                                    -----------
                                                                      4,974,093
                                                                    -----------
Stockholders' deficit
     Common stock
         approximately 11,000,000 shares issued and outstanding          15,000
     Additional paid-in-capital                                       2,460,350
     Accumulated deficit                                             (5,380,975)
                                                                    -----------
                                                                     (2,905,625)

     Net unrealized loss on marketable securities                       (10,489)
                                                                    -----------
         Total stockholders' deficit                                 (2,916,114)
                                                                    -----------
         Total liabilities and stockholders' deficit                $ 2,057,979
                                                                    ===========

                 See accompanying notes to financial statements


                                     - 3 -
<PAGE>

                         PRINCETON AMERICAN CORPORATION
       Unaudited Condensed Statements of Operations and Comprehensive Loss
               For the Three Months Ended August 31, 2002 and 2001

                                                Three Months       Three Months
                                                    Ended              Ended
                                              August 31, 2002    August 31, 2001
                                              ---------------    ---------------
Revenues
     Rental income                                $ 265,718           239,940
     Parking and other                                9,495             7,443
                                                  ---------         ---------
                                                    275,213           247,383
                                                  ---------         ---------
Costs and expenses
     Building operating costs                        86,960           111,309
     Professional fees                               26,645            89,565
     Payroll and payroll taxes                       37,707            35,912
     Ground lease                                    31,486            31,285
     Depreciation and amortization                   29,986            23,340
     Consulting                                      11,800                --
     Other                                           13,783            12,324
                                                  ---------         ---------
        Total costs and expenses                    238,367           303,735
                                                  ---------         ---------
Income (loss) from operations                        36,846           (56,352)
                                                  ---------         ---------

Other income (expense)
     Interest and dividend income                     4,750             4,854
     Interest expense                               (98,783)          (66,650)
     Gain on settlement of lawsuit                    5,336                --
     Other                                               --            (5,725)
                                                  ---------         ---------
                                                    (88,697)          (67,521)
                                                  ---------         ---------

Net loss before income taxes                        (51,851)         (123,873)
Income taxes                                             50                --
                                                  ---------         ---------
Net loss                                          $ (51,901)         (123,873)
                                                  =========         =========

Net loss per common share, basic and diluted      $   (0.00)            (0.01)
                                                  =========         =========
Net loss                                          $ (51,901)         (123,873)

Net unrealized loss on marketable securities        (16,014)           (3,141)
                                                  ---------         ---------
Comprehensive loss                                $ (67,915)         (127,014)
                                                  =========         =========


                 See accompanying notes to financial statements



                                     - 4 -
<PAGE>

                         PRINCETON AMERICAN CORPORATION
                  Unaudited Condensed Statements of Cash Flows
               For the Three Months Ended August 31, 2002 and 2001

<TABLE>
<CAPTION>
                                                                          2002           2001
                                                                          ----           ----
Cash flows from operating activities:
<S>                                                                  <C>             <C>
     Net loss                                                        $ (51,901)      (123,873)
     Adjustments to reconcile net loss to net
         cash provided by (used in) operating activities:
         Depreciation                                                   29,986         23,340
         Interest income on investment contract                         (4,750)        (4,854)
         Gain on settlement of lawsuit                                  (5,336)            --
         Increase (decrease) in cash due to change in:
            Accounts receivable                                         15,354          6,068
            Prepaid expenses                                             2,087          6,646
            Other assets                                               (26,365)        11,009
            Accounts payable and accrued expenses                       47,424        120,110
            Accrued interest                                            (4,586)        17,731
            Bankruptcy claims                                          (15,115)            --
            Rent deposits                                              (23,668)       (37,429)
                                                                     ---------      ---------
             Net cash provided by (used in) operating activities       (36,870)        18,748
                                                                     ---------      ---------
Cash flows from investing activities:
     Proceeds from investment                                              432             --
     Purchase of property and equipment                                 (8,788)       (20,972)
     Payments on investment contract                                     3,938          3,987
                                                                     ---------      ---------
         Net cash used in investing activities                          (4,418)       (16,985)
                                                                     ---------      ---------
Cash flows from financing activities:
     Proceeds from loan retention                                       40,000             --
     Proceeds from bank loan                                                --          5,000
     Payment on loan from officers                                     (22,031)            --
     Payments on mortgage notes payable                                (13,129)        (7,412)
                                                                     ---------      ---------
         Net cash provided by (used in) financing activities             4,840         (2,412)
                                                                     ---------      ---------

Net decrease in cash and cash equivalents                              (36,448)          (649)

Cash and cash equivalents, beginning of year                            49,155          2,541
                                                                     ---------      ---------
Cash and cash equivalents, end of period                             $  12,707          1,892
                                                                     =========      =========

Supplementary Disclosure of Cash Flow Information
Cash paid during the period for interest                             $ 108,706         38,813
                                                                     =========      =========
Cash paid during the period for income taxes                         $      --             --
                                                                     =========      =========

</TABLE>


                 See accompanying notes to financial statements



                                     - 5 -
<PAGE>

                         PRINCETON AMERICAN CORPORATION
                     Notes to Condensed Financial Statements
                            August 31, 2002 and 2001

1.   Basis of Presentation

     The accompanying financial statements have been prepared by the Company,
         without audit, and reflect all adjustments that are, in the opinion of
         management, necessary for a fair statement of the results for the
         interim periods. The statements have been prepared in accordance with
         accounting principles generally accepted in the United States of
         America for interim financial reporting and Securities and Exchange
         Commission regulations. Certain information and footnote disclosures
         normally included in financial statements prepared in accordance with
         accounting principles generally accepted in the United States of
         America have been condensed or omitted pursuant to such rules and
         regulations. In the opinion of management, the financial statements
         reflect all adjustments (of a normal and recurring nature) which are
         necessary for a fair presentation of the financial position, results of
         operations and cash flows for the interim periods. The results of
         operations for the three months ended August 31, 2002 are not
         necessarily indicative of the results to be expected for the entire
         fiscal year.

     These financial statements should be read in conjunction with the financial
         statements and notes thereto included in the Company's annual report on
         Form 10K-SB for the fiscal year ended May 31, 2002.

2.   Litigation

     Onset Investment Limited - The Company's request for a hearing with respect
         to its motion for Summary Judgment has been denied. The Company has
         requested a hearing with respect to the nature of the recovery.
         Princeton anticipates its maximum exposure to be approximately $25,000
         in cash and 70,000 shares of its common stock.

3.   Related party transactions

     Commission fees equal to 4% of the gross lease amount on several leases in
         the office buildings are being paid to a real estate firm with which
         one of the directors of the company is affiliated. During the three
         months ended August 31, 2002, payments of $30,000 were made to this
         firm.


                                     - 6 -
<PAGE>

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


               SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         Some of the statements contained in this report discuss future
expectations, contain projections of results of operations or financial
condition or state other "forward-looking" information. Those statements are
subject to known and unknown risks, uncertainties and other factors that could
cause the actual results to differ materially from those contemplated by the
statements. The forward-looking information is based on various factors and was
derived using numerous assumptions. Important factors that may cause actual
results to differ from forward-looking statements and projections include, for
example:

          -    a downturn in the Phoenix, Arizona real estate market,
               particularly one which would adversely affect commercial lease
               rates;

          -    an adverse result in the Onset Investments, Inc. claim or other
               litigation referred to in this report;

          -    any change in tax laws which would change the Company's ability
               to utilize its tax loss carryforward or the inability under
               existing tax laws for the full utilization of such tax loss
               carryforward;

          -    an inability of the Company to regain listed or trading status on
               the Over-the-Counter Bulletin Board, NASDAQ, the American Stock
               Exchange, or some other recognized market or exchange;

          -    certain operations of the Company, including the formation of
               alliances with other entities, will remain under the jurisdiction
               of and be subject to the confirmation and approval of the U.S.
               Bankruptcy Court. The decisions of the Bankruptcy Court, with
               respect to Company operations retained under its jurisdiction,
               could affect the business of the Company;

          -    the inability of the Company to secure renewals of existing
               leases at commercially reasonable rates or to promptly replace
               tenants following the expiration of existing leases;

          -    the effect of changing economic conditions; and


                                     - 7 -
<PAGE>

          -    other risks which may be described in our future filings with
               Securities and Exchange Commission. We do not promise to update
               forward-looking information to reflect actual results or changes
               in assumptions or other factors that could affect those
               statements.



RESULTS OF OPERATIONS:

Since the filing of the 10KSB for the fiscal year ended May 31, 2002, Management
has focused on:

     Concluding the litigation process with Testasecca, et al and Onset
Investments.

     On July 8, 2002 The U.S. District Court for the State of Arizona dismissed
     the appeal filed with it by Testasecca, et al for failure of the Plaintiffs
     to follow the required procedures to establish the Courts jurisdiction. The
     Company and individual defendant William C. Taylor intend to file a Motion
     to Dismiss the remaining complaint filed with the Bankruptcy Court.

     In the matter of Onset Investments, the Bankruptcy Court has set the
     hearing for October 31, 2002. Negotiations for settlement are proceeding at
     this time; however the Company feels that its maximum liability will be
     approximately $25,000 cash and 70,000 shares of stock.

-
     Contacting Princeton shareholders and issuing new certificates reflecting
     the allowed interests of shareholders under the Plan of Reorganization for
     Princeton American pursuant to the Bankruptcy Court's September 15, and
     November 30, 2000 orders. This is an ongoing project by which the Company
     has
-    requested shareholders to return their cancelled certificates to the
     COmpany to be replaced by new certificates as authorized by the November
     30, 2000 Order.


     Finalizing the issuance of certificates to "Allowed Shareholders". In June,
     2002, the Company filed a motion with the Bankruptcy Court for an Order
     allowing the removal from its shareholder list of all shareholders who have
     not responded to the Company's repeated notices requesting the return of
     cancelled share certificates for replacement. The Court granted this motion
     on July 31, 2002. As a result the Company is required to: (1) conduct a
     national data base search for the current address of all shareholders whose
     mail was returned as undeliverable or who have not responded to notices
     received by them and (2) mail a final notice to each shareholder in these
     categories informing them that their names will be deleted from its
     shareholder list if they do not respond and claim their certificates within
     six (6) months of the date of the mailing of the notice. Approximately 1800
     shareholders are affected by this Order.


     Continuation of the application process with the NASD. The Company has
     applied to the NASD for registration of the Company's shares for trading on
     the Over the Counter Bulletin Board Market (OTC:BB). It is anticipated that
     a new trading symbol will be issued by the NASD if Princeton's application
     is approved. However there can be no assurance that this application will
     be successful.


-    Completion of the renovation of the office building at 2222 East
     Camelback Road. The bathrooms have been completed and the common areas were
     upgraded with new carpeting and wallpaper during this quarter

                                     - 8 -
<PAGE>

-    Leasing up of 2222 East Camelback Road. With the renewal of International
     Circuit Sales' lease for an additional five years this building is fully
     leased. The Company's other office building at 4808 North 22nd Street
     continues to be fully leased as well.

     THREE MONTHS ENDED AUGUST 31, 2002 COMPARED TO THREE MONTHS ENDED AUGUST
     31, 2001.

     We believe that our cash position of $12,707 as of August 31, 2002, coupled
     with the increased revenues resulting from the continued lease-up of 4808
     North 22nd Street and renewal of the ICS lease at 2222 East Camelback Road,
     will be sufficient to allow Princeton American Corporation to continue
     operations for the next twelve months (if necessary) under bankruptcy court
     supervision.


ITEM 3.  CONTROLS AND PROCEDURES

     The Company is operated  solely by William C.  Taylor,  CEO and Roderick W.
McKinnon, CFO. There are no additional employees or officers of the Company. The
Company has established  disclosure  controls and procedures  pursuant to which,
all  material  information  relating to the Company  and  disclosures  contained
within this  quarterly  report are jointly  reviewed  and  discussed by both Mr.
Taylor and Mr.  McKinnon.  Because  there are no other  employees of the Company
management for the Company  believes that this joint  conference of the officers
to  discuss  the  Company's  material  information  and  disclosures  has been a
reasonably efficient method of disclosure controls and procedures to ensure that
all material information of the Company is known to them.


                                     - 9 -
<PAGE>


PART II - OTHER INFORMATION

Item 5    Other information

          Certifications of Officers


CERTIFICATION:

I, William C. Taylor, certify that:

1.  I have reviewed this quarterly report on Form 10-QSB of Princeton American
Corporation.

2.  Based on my knowledge, this quarterly 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 quarterly
report;

3.  Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;

4.  The registrant's other certifying officers 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 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 quarterly 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
quarterly report (the "Evaluation Date"); and

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

5.  The registrants' other certifying officers 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
functions):

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 registrants' other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls subsequent to the date of our most recent evaluation including any
corrective actions with regard to significant deficiencies and material
weaknesses.

Date:  October 14, 2002

                        /s/ William C. Taylor
                        ---------------------
                        William C. Taylor
                        President and CEO


                                     - 10 -
<PAGE>

CERTIFICATION:

I,  Roderick W. McKinnon, certify that:

1.  I have reviewed this quarterly report on Form 10-QSB of Princeton American
Corporation.

2.  Based on my knowledge, this quarterly 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 quarterly
report;

3.  Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;

4.  The registrant's other certifying officers 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 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 quarterly 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
quarterly report (the "Evaluation Date"); and

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

5.  The registrants' other certifying officers 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
functions):

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 registrants' other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls subsequent to the date of our most recent evaluation including any
corrective actions with regard to significant deficiencies and material
weaknesses.

Date:  October 14, 2002

                        /s/ Roderick W. McKinnon
                        ------------------------
                         Roderick W. McKinnon, CFO


                                     - 11 -

<PAGE>



Item 6 - Exhibits and Reports on Form 8-K
         NONE






                                     - 12 -
<PAGE>

                                   SIGNATURES

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

Date:   October 14, 2002

                                                PRINCETON AMERICAN CORPORATION




                                                 /s/ William C. Taylor
                                                --------------------------------
                                                     William C. Taylor
                                                     President and CEO

                                                 /s/ Roderick W. McKinnon III
                                                --------------------------------
                                                     Roderick W. McKinnon III
                                                     Corporate Secretary and CFO


                                     - 13 -