**UNITED
    STATES SECURITIES
    AND EXCHANGE
    COMMISSION**

**WASHINGTON,
    D.C., 20549**



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**FORM
    10-QSB**



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QUARTERLY
    REPORT UNDER
    SECTION
    13 OR 15(d)

OF
    THE SECURITIES
    EXCHANGE
    ACT OF 1934



For
    the Quarter
    Ended: August
    31, 2003Commission
    File No.
    0-5141



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**PRINCETON
    AMERICAN
    CORPORATION**

(Name
    of small
    business
    issuer in
    its charter)



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| | **Nevada**(state or other jurisdiction ofincorporation or organization) |  | **22-1848644**(I.R.S. Employer Identification Number) | 
| | ----------------------------------------------------------------------- |  | ----------------------------------------------------- | 

| | **2222 East Camelback Road, Suite 105 Phoenix, AZ**(Address of principal office) |  | **85016**(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
    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
    by check
    mark whether
    the registrant
    is an accelerated
    filer (as
    defined
    in Rule
    12b-2 of
    the exchange
    Act).



Yes ̈No x



Indicate
    the number
    of shares
    outstanding
    of each
    of the issuer's
    classes
    of common
    stock, as
    of the latest
    practicable
    date.



|**Class**                                                                               |  | **Outstanding
          at
          August
          31,
          2003**
|--------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------
|Common
        Stock,
        par
        value
        $.001
        per
        share |  | 8,517,371                                                                 



Transitional
    Small Business
    Disclosure
    Format (Check
    One):







Yes ̈No x

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**PRINCETON
    AMERICAN
    CORPORATION**



**FORM
    10QSB**



**June
  30, 2003**





|         |                                                                                                                                                                                                        |   
|-------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --
|         | **PAGE****NO**.                                                                                                                                                                                        |   
|         |                                                                                                                                                                                                        |   
|PART I.  | FINANCIAL
      INFORMATION                                                                                                                                                                            |   
|         |                                                                                                                                                                                                        |   
|         | Item
      1. Financial
      Statements
      (Unaudited)                                                                                                                                             | 3 
|         |                                                                                                                                                                                                        |   
|         | Unaudited
      Condensed
      Balance
      Sheet
      - August
      31, 2003                                                                                                                      | 3 
|         |                                                                                                                                                                                                        |   
|         | Unaudited
      Condensed
      Statements
      of Operations
      and
      Comprehensive Income (Loss) - Three Months August 31, 2003 and August 31, 2002                                          | 4 
|         |                                                                                                                                                                                                        |   
|         | Unaudited
      Condensed
      Statements
      of Cash
      Flows-
      Three
      Months
      Ended
        August
        31,
        2003
        and
        August
        31,
        2002 | 5 
|         |                                                                                                                                                                                                        |   
|         | Notes
      to Financial
      Statements                                                                                                                                                              | 6 
|         |                                                                                                                                                                                                        |   
|         | Item
      2. Management's
      Discussion
      and Analysis
      of Financial
      Condition
      and Results
      of Operations                                                                | 7 
|         |                                                                                                                                                                                                        |   
|         | Item
      3. Controls
      and Procedures                                                                                                                                                            | 9 
|         |                                                                                                                                                                                                        |   
|PART II. | OTHER
      INFORMATION                                                                                                                                                                                |   
|         |                                                                                                                                                                                                        |   
|         | Item
      5. Other
      Information                                                                                                                                                                  |   
|         | Item
      6. Exhibits
      and Reports
      on Form
      8-K                                                                                                                                       | 10
|         |                                                                                                                                                                                                        |   
|         | Signatures                                                                                                                                                                                             | 11











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See
    accompanying
    notes to
    financial
    statements

3

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****



****

See
    accompanying
    notes to
    financial
    statements

4

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****

****

See
    accompanying
    notes to
    financial
    statements

5



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PRINCETON
  AMERICAN CORPORATION
  Notes
  to Condensed
  Financial
  Statements
  August 31,
  2003 and 2002



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, 2003.

EquityThe
    transfer
    agent for
    the Company
    has issued
    new share
    certificates
    for the
    allowed
    interest
    of 8,517,371
    shares as
    of May 31,
    2003. Management
    believes
    that it
    has complied
    with all
    court orders
    and that
    these shares
    reflect
    all adjustments
    authorized
    by the court.
    However,
    the Company
    has been
    challenged
    on several
    occasions
    over the
    past few
    years and
    there can
    be no assurance
    that the
    Company
    will not
    be challenged
    by others
    seeking
    additional
    stock ownership
    in the Company.
    The earnings
    per share
    calculation
    has been
    made based
    on the number
    of shares
    outstanding
    of 8,517,371.

6

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ITEM
  2.  MANAGEMENTS
  DISCUSSION
  AND ANALYSIS
  OF FINANCIALCONDITION
  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 potential
      litigation
      referred
      to in
      this report;
- any
      change
      in tax
      laws which
      would
      change
      the Companys
      ability
      to utilize
      its tax
      loss carry-forward
      or the
      inability
      under
      existing
      tax laws
      for the
      full utilization
      of such
      tax loss
      carry-forward;
- certain
      operations
      of the
      Company,
      including
      the formation
      of alliances
      with other
      entities,
      will temporarily
      remain
      under
      the jurisdiction
      of and
      be subject
      to the
      confirmation
      and approval
      of the
      U.S. Bankruptcy
      Court.
      Disagreements
      between
      the Bankruptcy
      Court
      and the
      Company
      regarding
      business
      decisions
      could
      adversely
      affect
      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
- other
      risks
      which
      may be
      described
      in our
      future
      filings
      with the
      Securities
      and Exchange
      Commission.
      The Company
      does not
      promise
      to update
      forward-looking
      information
      to reflect
      actual
      results
      or changes
      in assumptions
      or other
      factors
      that could
      affect
      those
      statements.7

RESULTS
  OF OPERATIONS:

The
  delayed filing
  of the 10KSB
  annual report
  for FYE 5/31/03
  was comprehensive
  and reported
  in detail
  the recent
  operations
  and events
  of the Company.

A special Board of Directors meeting was called by Mr. William C. Taylor, Chairman, on July 25, 2003. The Board reviewed the finance,
  operations and accounting status of the company. The Board reviewed the unsuccessful efforts of Mr. Roderick McKinnon to develop any merger, sales or
  joint-venture prospect over the past year that was acceptable to the Company.

The Board reviewed the lack of merger, sales or joint-venture accomplishments of Mr. Ken Labbe of Cove Realty and terminated the
  consultant agreement, effective July 28, 2003 that was acceptable to the Company.

Mr. Roderick
  McKinnon resigned
  as Director
  and Officer
  of the Company
  effective
  July 25, 2003.
  The Board
  elected Mr.
  William Taylor
  as President,
  Chief Executive
  Officer and
  Treasurer
  and Mr. Scott
  Bird as Secretary
  and Chief
  Financial
  Officer effective
  July 25, 2003.
  Mr. Bird remains
  a Vice-President.

The Board retained Mr. James C. Sell, CPA, CFE to provide accounting services and a detailed review to strengthen the Company financial
  controls and procedures.

The $14,000 increase in the quarterly building operating costs was due to the cost of replacing one compressor of the air-conditioning
  unit at the 2222 E. Camelback Road building.

The decrease in professional fees was due to the resolution, in prior periods, of the majority of the bankruptcy claims.  The
  reduced claims resolution reduced the legal fee expenditures required in this quarter.

The increase in consulting fees was dues to the increase in consulting work required by Scott E. Bird, CFO and James Sell, CPA, CFE
  to address all accounting and reporting issues that require timely resolution.  These extraordinary costs were partly offset by the resignation of
  Mr. Roderick W. McKinnon and the termination of the Cove Realty services.  The consulting costs will normalize as the back issues are resolved in
  the 2nd and 3rd quarters.

In 2002 the outsourced janitorial services were replaced by direct employees of the Company resulting in lowered vendor costs but
  increased payroll and payroll taxes.

Mr.
  Bird, CFO
  and Mr. Sells,
  CPA addressed
  and negotiated
  payment plans
  to bring the
  delinquent
  payroll taxes
  and US Trustee
  reports and
  fees current.
  The agencies
  involved have
  indicated
  waiver of
  any penalties.

The
  Board instructed
  Mr. Taylor,
  President,
  to instruct
  Lewis &
  Roca, the
  Company bankruptcy
  attorneys,
  to file a
  motion with
  the Court
  to release
  Princeton
  American Corporation
  from bankruptcy
  in October,
  2003.

Mr.
  William Taylor,
  President,
  initiated
  contacts and
  discussions
  with acquisition
  and merger
  specialists
  to determine
  the marketability
  and value
  of the Company.
  The specialists
  indicate there
  is a market
  and value
  for a clean,
  post bankruptcy
  company that
  has an established
  SEC reporting
  history. The
  specialists
  are currently
  canvassing
  the market
  for interest
  and offers.

The commercial properties remain fully leased and scheduled rent increases and delinquent rent collections are being implemented.



8



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THREE
  MONTHS ENDED
  AUGUST 31,
  2003 TO THREE
  MONTHS ENDED
  AUGUST 31,
  2002

Management will require additional capital of at least $1,600,000 during the next twelve months to payoff or refinance the 4808 North
  22nd Street office building, the mortgage on which is due in April 2004.  The Company is currently negotiating with the Lender and other
  sources for more favorable financing of the 4808 North 22nd Street office building.  The Company expects to renew the three year Alliance
  Lease in that building which also expires during the current fiscal year.  In the event that this does not occur, the Company will attempt to release
  this space.   There is no assurance that the Company will be successful in these endeavors.

ITEM
  3. CONTROLS
  AND PROCEDURES

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 were
  jointly reviewed
  and discussed
  by Mr. Taylor,
  Mr. Bird and
  Mr. Sells,
  the retained
  CPA. This
  quarterly
  review of
  all financial
  transactions
  by Mr. Taylor
  and Mr. Bird,
  the only two
  senior signatory
  officers of
  the Company,
  with the oversight
  of Mr. Sells
  represents
  an efficient
  method of
  disclosure
  controls and
  procedures
  that ensures
  all material
  information
  of the Company
  is known and
  reviewed by
  them.



9



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Part
  II. OTHER
  INFORMATION







Item
  5. Other Information

Certification
  of Officers
  - See Exhibits



Item
  6. Exhibits
  and Reports
  on Form 8-K



(a) 
  Exhibits



|Exhibit
      No.        | Description
      and Method
      of Filings                                                                                                                                  
|------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1                     | Certificate
      of Chief
      Executive
      Officer
      pursuant
      to Section
      302 of
      Sarbanes-Oxley
      Act of
      2002
      (filed
      herewith)
|31.2                     | Certificate
      of Chief
      Financial
      Officer
      pursuant
      to Section
      302 of
      Sarbanes-Oxley
      Act of
      2002
      (filed
      herewith)
|32.1                     | Certificate
      of Chief
      Executive
      Officer
      pursuant
      to Section
      906 of
      Sarbanes-Oxley
      Act of
      2002
      (filed
      herewith)
|32.2                     | Certificate
      of Chief
      Financial
      Officer
      pursuant
      to Section
      906 of
      Sarbanes-Oxley
      Act of
      2002
      (filed
      herewith)
|**____________________**





10

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SIGNATURES

In accordance
  with Section
  13 or 15(d)
  of the Exchange
  Act, the registrant
  caused this
  report to
  be signed
  on its behalf
  by the undersigned,
  thereunto
  duly authorized.



|PRINCETONAMERICANCORPORATION |                                                                                               | 
|---------------------------- | --------------------------------------------------------------------------------------------- | 
|By:                          | /s/
          William
          C.
          Taylor                                           | 
|                             |                                                                                               | 
|                             | William
          C.
          TaylorChairman,
          CEO
          and
          Director | 

Date:  October 14, 2003

In
  accordance
  with the Exchange
  Act, this
  report has
  been signed
  below by the
  following
  persons on
  behalf of
  the registrant
  and in the
  capacities
  and on the
  dates indicated.



|SIGNATURE                                                         |  | TITLE                                                    |  | DATE            
|----------------------------------------------------------------- |  | -------------------------------------------------------- |  | ----------------
|                                                                  |  |                                                          |  |                 
|By:
          /s/
          William
          C.
          Taylor |  | Chairman,
          CEO
          and
          Director |  | October 14, 2003
|                                                                 
|William
          C.
          Taylor                            
|                                                                  |  |                                                          |  |                 
|By:
          /s/
          Scott
          E.
          Bird     |  | Secretary, CFO and Director                              |  | October 14, 2003
|                                                                 
|Scott
          E.
          Bird                                
|                                                                  |  |                                                          |  |                 



11

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