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 November 30, 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, (of which
7,460,893 have been issued) were outstanding at November 30, 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 - November 30, 2002 .........     2

          Unaudited Condensed Statements of Operations and
          Comprehensive Income (Loss) - Three Months
          and Six Months ended November 30, 2002 and November 30, 2001 ..     4

          Unaudited Condensed Statements of Cash Flows  -  Six Months ...     5
          ended November 30, 2002 and November 30, 2001

          Unaudited 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 .........................................    10


PART II    Other Information ............................................    11

 Item 5    Other information ............................................    11

 Item 6    Exhibits and Reports on Form 8-K..............................    13

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


                                      -1-


<PAGE>


                         PRINCETON AMERICAN CORPORATION
                        Unaudited Condensed Balance Sheet
                               November 30, 2002


                                     ASSETS

CURRENT ASSETS:

      Cash and cash equivalents                             $   18,849
      Loan retention account                                   159,873
      Accounts receivable                                        5,920
      Investments in marketable securities                      29,781
      Prepaid expenses                                          35,763
                                                            ----------
           Total current assets                                250,186
                                                            ----------

PREPAID EXPENSES                                                75,390

INVESTMENT IN COMMISSION CONTRACT                              210,878

PROPERTY AND EQUIPMENT, NET                                  1,364,296

LOAN COSTS, NET                                                 49,589
                                                            ----------
                                                            $1,950,339
                                                            ==========



                 See accompanying notes to financial statements

                                     - 2 -
<PAGE>


                         PRINCETON AMERICAN CORPORATION
                        Unaudited Condensed Balance Sheet
                               November 30, 2002


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:

      Mortgage notes payable - current portion              $    56,307
      Notes payable, officers                                    66,969
      Accounts payable                                           40,173
      Bankruptcy claims                                         113,576
      Accrued interest                                           68,249
      Accrued real estate taxes                                  33,649
      Payroll and sales taxes payable                            35,505
      Advance rental income and tenant security deposits          6,602
                                                            -----------
           Total current liabilities                            421,030

TENANT SECURITY DEPOSITS - LONG TERM                             61,366
MORTGAGE NOTES PAYABLE, NET OF CURRENT PORTION                4,409,129
                                                            -----------
                                                              4,891,525
                                                            -----------


STOCKHOLDERS' DEFICIT:

      Common stock
          approximately 15,000,000 shares
          issued and outstanding                                 15,000
      Additional paid-in-capital                              2,460,350
      Accumulated deficit                                    (5,406,547)
                                                            -----------
                                                             (2,931,197)

      Net unrealized loss on marketable securities               (9,989)
                                                            -----------

           Total stockholders' deficit                       (2,941,186)
                                                            -----------

           Total liabilities and stockholders' deficit      $ 1,950,339
                                                            ===========


                 See accompanying notes to financial statements


                                     - 3 -
<PAGE>


                         PRINCETON AMERICAN CORPORATION
       Unaudited Condensed Statements of Operations and Comprehensive Loss
      For the Three Months and Six Months Ended November 30, 2002 and 2001

<TABLE>
<CAPTION>

                                                         Three Months      Three Months       Six Months          Six Months
                                                            Ended             Ended              Ended               Ended
                                                      November 30, 2002   November 30, 2001  November 30, 2002   November 30, 2001
                                                      -----------------   -----------------  -----------------   -----------------
REVENUES
<S>                                                         <C>                 <C>               <C>               <C>
     Rental income                                          $ 269,519           237,676           535,237           477,616
     Parking and other                                          9,495             7,890            18,990            15,333
                                                            ---------         ---------         ---------         ---------
                                                              279,014           245,566           554,227           492,949
                                                            ---------         ---------         ---------         ---------

COSTS AND EXPENSES
     Building operating costs                                  90,880            85,187           177,840           196,701
     Professional fees                                         17,558           113,197            44,203           202,762
     Payroll and payroll taxes                                 38,910            30,870            76,617            66,782
     Ground lease                                              31,633            31,553            63,119            62,837
     Depreciation and amortization                             29,987            23,340            59,973            46,680
     Consulting                                                34,000             7,162            45,800             7,162
     Other                                                     25,533            19,795            39,316            31,915
                                                            ---------         ---------         ---------         ---------
        Total costs and expenses                              268,501           311,104           506,868           614,839
                                                            ---------         ---------         ---------         ---------
INCOME (LOSS) FROM OPERATIONS                                  10,513           (65,538)           47,359          (121,890)
                                                            ---------         ---------         ---------         ---------

OTHER INCOME (EXPENSE)

     Interest and dividend income                               4,910             4,552             9,660             9,406
     Interest expense                                         (97,504)         (108,668)         (196,287)         (175,317)
     Gain on settlement                                        56,509            59,603            61,845            59,603
     Other                                                         --           (10,303)               --           (16,029)
                                                            ---------         ---------         ---------         ---------
                                                              (36,085)          (54,816)         (124,782)         (122,337)
                                                            ---------         ---------         ---------         ---------

NET LOSS BEFORE INCOME TAXES                                  (25,572)         (120,354)          (77,423)         (244,227)

INCOME TAXES                                                       --                --                50                --
                                                            ---------         ---------         ---------         ---------
NET LOSS                                                    $ (25,572)         (120,354)          (77,473)         (244,227)
                                                            =========         =========         =========         =========
NET LOSS PER COMMON SHARE, BASIC AND DILUTED                $   (0.00)            (0.01)            (0.01)            (0.02)
                                                            =========         =========         =========         =========

NET LOSS                                                    $ (25,572)         (120,354)          (77,473)         (244,227)

NET UNREALIZED GAIN (LOSS) ON MARKETABLE SECURITIES               500            (8,304)          (15,514)          (11,445)
                                                            ---------         ---------         ---------         ---------
COMPREHENSIVE LOSS                                          $ (25,072)         (128,658)          (92,987)         (255,672)
                                                            =========         =========         =========         =========
</TABLE>





                 See accompanying notes to financial statements



                                     - 4 -
<PAGE>

                         PRINCETON AMERICAN CORPORATION
                  Unaudited Condensed Statements of Cash Flows
               For the Six Months Ended November 30, 2002 and 2001
<TABLE>
<CAPTION>
                                                                           2002                 2001
                                                                           ----                 ----
CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                                     <C>                   <C>
      Net loss                                                          $ (77,473)            (244,227)
      Adjustments to reconcile net loss to net
           cash used in operating activities:
           Depreciation and amortization                                   59,973               46,680
           Interest income on investment contract                          (9,392)              (9,253)
           Loss on sale of marketable security                                 --                8,804
           Gain on settlement                                             (61,845)             (59,603)
           Increase (decrease) in cash due to change in:
                Accounts receivable                                        32,557                5,676
                Prepaid expenses                                            4,200               20,748
                Other receivables                                              --                2,250
                Other assets                                               26,365               11,009
                Accounts payable and accrued expenses                      30,547              192,479
                Accrued interest                                          (15,483)              77,350
                Rent deposits                                             (23,668)             (69,215)
                                                                        ---------            ---------
                 Net cash used in operating activities                    (34,219)             (17,302)
                                                                        ---------            ---------

CASH FLOWS FROM INVESTING ACTIVITIES:

      Proceeds from investment                                                467                   --
      Purchase of property and equipment                                  (20,600)             (25,895)
      Payments on investment contract                                       7,875                7,625
                                                                        ---------            ---------
           Net cash used in investing activities                          (12,258)             (18,270)
                                                                        ---------            ---------

CASH FLOWS FROM FINANCING ACTIVITIES:

      Proceeds from loan retention                                         64,732                   --
      Payments on notes payable                                                --              (19,821)
      Proceeds from bank loan                                                  --               80,546
      Payments on loan from officers                                      (22,031)                  --
      Payments on mortgage notes payable                                  (26,530)             (14,058)
                                                                        ---------            ---------
           Net cash provided by financing activities                       16,171               46,667
                                                                        ---------            ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                      (30,306)              11,095

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                               49,155                2,541
                                                                        ---------            ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                $  18,849               13,636
                                                                        =========            =========
SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION

CASH PAID DURING THE PERIOD FOR INTEREST                                $ 201,992               85,031
                                                                        =========            =========
CASH PAID DURING THE PERIOD FOR INCOME TAXES                            $      --                   --
                                                                        =========            =========
NON-CASH INVESTING ACTIVITIES:
      Transfer of marketable securities                                 $      --               44,020
                                                                        =========            =========

</TABLE>


                 See accompanying notes to financial statements

                                     - 5 -

<PAGE>
                         PRINCETON AMERICAN CORPORATION
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                           NOVEMBER 30, 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 six months ended November 30, 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

          The Company reached a settlement with Onset Investment Limited on
          December 27, 2002 which requires payment of $25,000 and 25,000 shares
          of stock by February 25, 2003.

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 six months ended November 30, 2002, payments of $36,984 were made
          to this firm. The Company also paid this related party $25,000 for
          consulting services during the three months ended November 30, 2002.

4.    STOCK OPTION PLAN

          During the second quarter, the Board of Directors approved the Stock
          Compensation Program. The plan allows for the issuance of Incentive
          Stock Options, Nonqualified Stock Options and Restricted Shares. Under
          the terms of the plan, up to 3,000,000 shares of common stock may be
          issued. No options have been granted under this plan.



                                      -6-

<PAGE>



5.    BANKRUPTCY CLAIMS

          The Company determined that approximately $41,000 of bankruptcy claims
          that had been recorded as liabilities were invalid claims. These
          claims were written off, along with related accrued interest of
          approximately $15,000, and resulted in a gain of approximately $56,000
          for the three months ended November 30, 2002.


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 final determination of creditor's claims
               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;

          -    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 (other than the real
               estate market) and;

          -    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.


                                      -7-


<PAGE>

RESULTS OF OPERATIONS:

Since the filing of the 10QSB for the fiscal quarter ended August 31, 2002,
Management has focused on:

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

     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 filed a Motion to
     Dismiss the remaining complaint filed with the Bankruptcy Court and
     petitioned the Court for attorneys fees expended in defense of the
     complaints in the amount of $167,000.

     On December 16, 2002, the Court granted the Motion to Dismiss the Adversary
     Proceeding but denied the requests for attorney's fees.

     In the matter of Onset Investments, a settlement was reached with the
     claimant on December 27, 2002.

     Under the agreement, on or before February 25, 2003, the Company is
     required to pay Onset Investments $25,000 in cash or readily available
     funds and to issue to Onset or its nominee 25,000 shares of stock in
     Princeton American Corporation in full payment of its Proofs of Claim
     aggregating $200,713.95.

     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, 2000
     Order Approving Cancelation of Outstanding Share Certificates and Issuance
     of New Certificates. This is an ongoing project by which the Company has
     required shareholders to return their cancelled certificates to the Company
     to be replaced by new certificates as authorized by that 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 was required to: (1) conduct a
     national data base search for the current address of all shareholders whose
     mail was returned as undeliverable or who had 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 no
     later than May 12, 2003 (six (6) months from the date of the mailing of the
     notice). Approximately 1800 shareholders are affected by this Order.

     Conclusion of the application process with the NASD. In October 2000, the
     Company applied to the NASD for registration of the Company's shares for
     trading on the Over the Counter Bulletin Board Market (OTC:BB). On October
     17, 2002, the Company was informed by its sponsoring securities broker,
     Peacock, Hislop, Staley and Given, Inc., that Princeton American
     Corporation is now eligible for trading on the OTC Bulletin Board. The
     Company has been assigned the trading symbol: "PAMC".


                                      -8-

<PAGE>

Holding the First Annual Meeting of Shareholders of the Reorganized Princeton
American Corporation. On November 27, 2002, at 10:00 AM (MST), the Annual
Meeting of Shareholders of the Company was held in Phoenix, Arizona. Attending
the meeting were Directors Scott E. Bird, Roderick McKinnon and William C.
Taylor. Also in attendance were Joseph Evers of Evers and Company, Auditors for
Princeton and Gwen S. Taylor representing herself as co-owner with William C.
Taylor of 60.34 % of the issued shares of the Company. Mr. Taylor called the
meeting to order and stated that all shareholders had been mailed notice of the
meeting on or about November 11, 2002. Mr. Bird, acting as secretary of the
meeting, noted that the shares represented by the Taylors constituted a quorum
for the conduct of the business of the Annual Meeting. No other shares were
represented. Mr. Bird placed in nomination as directors, to serve until the next
Annual Meeting of Shareholders, himself, Mr. McKinnon and Mr. Taylor. There
being no objections to the nominations, a vote was called for by Mr. Bird. On
behalf of himself and Mrs. Taylor, William C. Taylor voted 4,502,529 shares for
the nominated directors. There were no votes against.

The remaining item before the meeting was Princeton American Corporation's Stock
Compensation Program which had been approved by the directors at their November
7, 2002 meeting, subject to approval of the shareholders of the Company. On
behalf of himself and Mrs. Taylor, William C. Taylor voted 4,502,529 shares in
favor of the Program. There were no votes against.

There being no further business, on the motion of Mr. McKinnon, seconded by Mr.
Bird, the meeting was adjourned at 10:20 AM.

Immediately following the Annual Meeting of Shareholders, a meeting of the
directors of the Company was held for the purpose of electing officers of the
Corporation. On motion by Mr. Bird the directors unanimously elected:

       President and Chief Executive Officer:  Roderick W. McKinnon III
       Chairman and Secretary:                        William C. Taylor


                                      -9-


<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 is fully leased as well.

THREE MONTHS ENDED NOVEMBER 30, 2002 COMPARED TO THREE MONTHS ENDED NOVEMBER 3O,
2001.

We believe that our cash position of $ 18,849 as of November 30, 2002, coupled
with the increased revenues from the leases at 4808 North 22nd Street and 2222
East Camelback Road, will be sufficient to allow Princeton American Corporation
to continue operations for the next twelve months under bankruptcy court
supervision, if necessary.

ITEM 3. CONTROLS AND PROCEDURES

The Company is operated solely by Roderick W. McKinnon, CEO and William C.
Taylor, Chairman and Secretary. There are no additional officers or employees 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.

                                      -10-

<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:  January 14, 2003

                        /s/ William C. Taylor
                        ---------------------
                        William C. Taylor
                        Chariman and Secretary


                                     - 11 -
<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:  January 14, 2003

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


                                     - 12 -


<PAGE>


Item 6 - Exhibits and Reports on Form 8-K

8K dated October 24, 2002. NASD determination that Princeton American
Corporation is now eligible for trading on the OTB Bulletin Board. Symbol: PAMC.


                                   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:   January 14, 2003

                                                PRINCETON AMERICAN CORPORATION


                                                 /s/ Roderick W, McKinnon III
                                                --------------------------------
                                                     Roderick W. McKinnon
                                                     President

                                                 /s/ William C. Taylor
                                                --------------------------------
                                                     William C. Taylor
                                                     Corporate Secretary



                                      -13-