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 February 28, 2003

[ ]     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 February 28, 2003

         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)

           Unaudited Condensed Balance Sheet - February 28, 2003 .........    3

           Unaudited Condensed Statements of Operations and
           Comprehensive Income (Loss) - Three Months and
           Nine Months ended February 28,
           2003 and February 28, 2002 ....................................    4

           Unaudited Condensed Statements of Cash Flows  - Nine Months
           Ended February 28, 2003 and February 28, 2002 .................    5


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

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

PART II    Other Information

 Item 5    Other information .............................................    9

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

Signatures ...............................................................   11

                                       2

<PAGE>

                         PRINCETON AMERICAN CORPORATION

                        UNAUDITED CONDENSED BALANCE SHEET

                               FEBRUARY 28, 2003

                                     ASSETS

CURRENT ASSETS:

<TABLE>
<CAPTION>
<S>                                                                                <C>
      Cash and cash equivalents                                                    $   137,520
      Accounts receivable                                                               16,893
      Investments in marketable securities                                              40,199
      Prepaid expenses                                                                  35,595
                                                                                   -----------
           Total current assets                                                        230,207
                                                                                   -----------

PREPAID EXPENSES                                                                        66,412

INVESTMENT IN COMMISSION CONTRACT                                                      211,599

PROPERTY AND EQUIPMENT, NET                                                          1,347,992

LOAN COSTS, NET                                                                         44,875
                                                                                   -----------


                                                                                   $ 1,901,085
                                                                                   ===========



                                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:

      Notes payable - current portion                                              $    57,505
      Notes payable, officers                                                           66,969
      Accounts payable                                                                  74,456
      Bankruptcy claims                                                                 88,576
      Accrued interest                                                                  54,072
      Accrued real estate taxes                                                         38,032
      Payroll and sales taxes payable                                                   41,685
      Advance rental income and tenant security deposits                                 6,602
                                                                                   -----------
           Total current liabilities                                                   427,897

TENANT SECURITY DEPOSITS - LONG TERM                                                    61,366
MORTGAGE NOTES PAYABLE, NET OF CURRENT PORTION                                       4,394,241
                                                                                   -----------
                                                                                     4,883,504
                                                                                   -----------


STOCKHOLDERS' DEFICIT:

      Common stock

           approximately 15,000,000 shares issued and outstanding                       15,025
      Additional paid-in-capital                                                     2,460,350
      Accumulated deficit                                                           (5,458,258)
                                                                                   -----------
                                                                                    (2,982,883)

      Net unrealized gain on marketable securities                                         464
                                                                                   -----------

           Total stockholders' deficit                                              (2,982,419)
                                                                                   -----------

           Total liabilities and stockholders' deficit                             $ 1,901,085
                                                                                   ===========
</TABLE>


                 See accompanying notes to financial statements

                                       3


<PAGE>


                         PRINCETON AMERICAN CORPORATION

       Unaudited Condensed Statements of Operations and Comprehensive Loss
      For the Three Months and Nine Months Ended February 28, 2003 and 2002


<TABLE>
<CAPTION>
                                                       Three Months         Three Months        Nine Months          Nine Months
                                                          Ended                 Ended              Ended                Ended
                                                    February 28, 2003    February 28, 2002   February 28, 2003   February 28, 2002
                                                    -----------------    -----------------   -----------------   -----------------

REVENUES

<S>                                                        <C>                 <C>               <C>               <C>
     Rental income                                     $ 273,994                 228,576               809,231           706,192
     Parking and other                                     9,765                   8,760                28,755            24,093
                                                       ---------               ---------             ---------         ---------
                                                         283,759                 237,336               837,986           730,285
                                                       ---------               ---------             ---------         ---------

COSTS AND EXPENSES

     Building operating costs                             68,454                  72,536               246,293           269,237
     Professional fees                                    32,007                  22,158                76,210           224,920
     Payroll and payroll taxes                            46,695                  32,036               123,311            98,818
     Ground lease                                         31,597                  31,486                94,716            94,323
     Depreciation and amortization                        29,986                  24,100                89,959            70,780
     Consulting                                           39,000                   7,500                84,800            14,662
     Other                                                 9,566                  12,162                48,882            44,077
                                                       ---------               ---------             ---------         ---------
         Total costs and expenses                        257,305                 201,978               764,171           816,817
                                                       ---------               ---------             ---------         ---------

INCOME (LOSS) FROM OPERATIONS                             26,454                  35,358                73,815           (86,532)
                                                       ---------               ---------             ---------         ---------

OTHER INCOME (EXPENSE)

     Interest and dividend income                          5,327                   4,611                14,988            14,017
     Interest expense                                    (94,209)                (81,563)             (290,496)         (256,880)
     Gain on settlement of lawsuit                        10,363                      --                72,208            59,603
     Other                                                   351                      --                   351           (16,029)
                                                       ---------               ---------             ---------         ---------
                                                         (78,168)                (76,952)             (202,949)         (199,289)
                                                       ---------               ---------             ---------         ---------

NET LOSS BEFORE INCOME TAXES                             (51,714)                (41,594)             (129,134)         (285,821)

INCOME TAXES                                                  --                      --                    50                --
                                                       ---------               ---------             ---------         ---------

NET LOSS                                               $ (51,714)                (41,594)             (129,184)         (285,821)
                                                       =========               =========             =========         =========

NET LOSS PER COMMON SHARE, BASIC AND DILUTED           $   (0.00)                  (0.00)                (0.01)            (0.02)
                                                       =========               =========             =========         =========


NET LOSS                                               $ (51,714)                (41,594)             (129,184)         (285,821)

NET UNREALIZED GAIN (LOSS) ON MARKETABLE SECURITIES       10,453                  (1,000)               (5,061)          (12,445)
                                                       ---------               ---------             ---------         ---------

COMPREHENSIVE LOSS                                     $ (41,261)                (42,594)             (134,245)         (298,266)
                                                       =========               =========             =========         =========
</TABLE>


                See accompanying notes to financial statements

                                       4



<PAGE>
                         PRINCETON AMERICAN CORPORATION

                  Unaudited Condensed Statements of Cash Flows

              For the Nine Months Ended February 28, 2003 and 2002

<TABLE>
<CAPTION>
                                                                  2003               2002
                                                                  ----               ----
Cash flows from operating activities:

<S>                                                             <C>                <C>
      Net loss                                                  $(129,184)         (285,821)
      Adjustments to reconcile net loss to net
           cash used in operating activities:
           Depreciation and amortization                           89,959            70,780
           Interest income on investment contract                 (14,051)          (13,842)
           Loss on sale of marketable security                         --             8,804
           Gain on settlement of lawsuit                          (81,172)          (59,603)
           Increase (decrease) in cash due to change in:
                Accounts receivable                                21,584           (11,418)
                Prepaid expenses                                   13,346            17,645
                Other receivables                                      --             4,808
                Other assets                                       26,365             6,009
                Accounts payable and accrued expenses              75,394           251,525
                Accrued interest                                  (35,308)          112,404
                Rent deposits                                     (23,668)         (102,241)
                                                                ---------         ---------
                 Net cash used in operating activities            (56,735)             (950)
                                                                ---------         ---------

CASH FLOWS FROM INVESTING ACTIVITIES:

      Proceeds from investment                                        502                --
      Purchase of property and equipment                          (29,569)          (56,111)
      Payments on investment contract                              11,813            11,437
                                                                ---------         ---------
           Net cash used in investing activities                  (17,254)          (44,674)
                                                                ---------         ---------

CASH FLOWS FROM FINANCING ACTIVITIES:

      Proceeds from loan retention                                224,605                --
      Payments on notes payable                                        --           (19,821)
      Proceeds from bank loan                                          --           131,398
      Proceeds from (payment on) loan from officers               (22,031)          (30,000)
      Payments on mortgage notes payable                          (40,220)          (20,100)
                                                                ---------         ---------
           Net cash provided by financing activities              162,354            61,477
                                                                ---------         ---------

NET INCREASE IN CASH AND CASH EQUIVALENTS                          88,365            15,853

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                       49,155             2,541
                                                                ---------         ---------

CASH AND CASH EQUIVALENTS, END OF PERIOD                        $ 137,520            18,394
                                                                =========         =========

SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION

CASH PAID DURING THE PERIOD FOR INTEREST                        $ 294,678           119,821
                                                                =========         =========
CASH PAID DURING THE PERIOD FOR INCOME TAXES                    $      50                --
                                                                =========         =========
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
                           FEBRUARY 28, 2003 AND 2002

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 nine months ended
            February 28, 2003 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 required a payment of $25,000 and 25,000
            shares of stock by February 25, 2003. The settlement of this claim
            resulted in a gain on settlement of approximately $10,000 during the
            three months ended February 28, 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 nine
            months ended February 28, 2003, payments of $36,984 were made to
            this firm. The Company also paid this related party $55,000 for
            consulting services during the nine months ended February 28, 2003.

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>


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
               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 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 November 30, 2002,
Management has focused on:

     Concluding the litigation process with Onset Investments, Ltd.

     A settlement was reached with the claimant Onset on December 27, 2002.
     Under the agreement, on or before February 25, 2003, the Company paid Onset
     Investments $25,000 in cash and approved the issuance to Onset 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, and November 30, 2000 orders. 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 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 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".

Managing and upgrading the companys building at 2222 East Camelback Road and
4808 North 22nd Street. Both buildings are fully leased.


Soliciting and evaluating potential business acquisitions and combinations for
Princeton.


                                       8


<PAGE>


THREE MONTHS ENDED FEBRUARY 28, 2003 COMPARED TO THREE MONTHS ENDED FEBRUARY 28,
2002.

We believe that our cash position of $ 137,520 as of February 28, 2003, 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. In March of 2003 the Board of Directors
appointed Mr. James Sell of Phoenix as its Chief Financial Officer and Mr. Scott
Bird as Vice President for Shareholder relations. There are no additional
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 senior
officers of the Company, management for the Company believes that this joint
conference of the officers to discuss the Companys material information and
disclosures represents 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

CERTIFICATION 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:  April 14, 2003

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


                                        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:  April 14, 2003

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


                                       11

<PAGE>




Item 6 - Exhibits and Reports on Form 8-K

None


                              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:   April 14, 2003

                                                PRINCETON AMERICAN CORPORATION




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


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


                                       11