<PAGE>
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549

                                   FORM 10-QSB

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

         For the quarterly period ended August 31, 2001

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

         For the transition period from __________ to __________.

                           Commission file No. 0-5141

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

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

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

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

         Indicate by check mark whether the registrant (1) has filed all reports
         required to be filed by Section 13 or 15 (d) of the Securities Exchange
         Act of 1934 during the preceding 12 months (or for such shorter periods
         that the registrant was required to file such reports), and (2) has
         been subject to such filing requirements for the past 90 days.

         Yes [X]  No [ ]

         10,923,918 shares of Common Stock, par value $.001 per share, were
         outstanding at August 31, 2001

         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 - August 31, 2001                5

           Unaudited Condensed Statements of Operations and                   7
           Comprehensive Income (Loss) - Three Months ended August 31,
           2001 and August 31, 2000

           Unaudited Condensed Statements of Cash Flows  -  Three Months      8
           ended August 31, 2001 and  August 31 ,2000


           Unaudited Notes to Financial Statements                            9

 Item 2    Management's Discussion and Analysis of Financial                 11
           Condition and Results of Operations.

PART II    Other Information

 Item 5    Other information                                                 15

 Item 6    Exhibits and Reports on Form 8-K.                                 15

Signatures                                                                   16
<PAGE>
                         PRINCETON AMERICAN CORPORATION

                              FINANCIAL STATEMENTS

                                 August 31, 2001
<PAGE>
The Board of Directors
Princeton American Corporation:

The accompanying unaudited condensed balance sheet of Princeton American
Corporation as of August 31, 2001, and the related unaudited condensed
statements of operations and comprehensive loss, and cash flows for the three
months then ended, were not audited by us and, accordingly, we do not express an
opinion on them.

Phoenix, Arizona
September 28, 2001
<PAGE>
                         PRINCETON AMERICAN CORPORATION
                        Unaudited Condensed Balance Sheet
                                August 31, 2001

<TABLE>
<CAPTION>
                                     ASSETS



<S>                                                              <C>
CURRENT ASSETS
     Cash and cash equivalents                                       $ 1,892
     Investments in marketable securities                             58,537
     Prepaid expenses                                                 31,911
                                                                 -----------
         Total current assets                                         92,340
                                                                 -----------
PREPAID EXPENSES                                                      54,683

INVESTMENT IN COMMISSION CONTRACT                                    207,028

PROPERTY AND EQUIPMENT, NET                                        1,376,775
                                                                 -----------
                                                                 $ 1,730,826
                                                                 ===========
</TABLE>



                 See accompanying notes to financial statements
<PAGE>
                         PRINCETON AMERICAN CORPORATION
                        Unaudited Condensed Balance Sheet
                                August 31, 2001

<TABLE>
<CAPTION>
                       LIABILITIES AND STOCKHOLDERS' DEFICIT

<S>                                                                <C>
CURRENT LIABILITIES
     Mortgage notes payable -- current                                $ 31,174
     Note payable -- other                                             138,931
     Notes payable, officers                                           130,000
     Accounts payable                                                  271,069
     Bankruptcy claims                                                 679,289
     Liabilities in dispute                                            619,603
     Accrued interest                                                  207,655
     Accrued real estate taxes                                         343,977
     Payroll and sales taxes payable                                    15,450
     Deferred rental income and tenant security deposits                94,091
                                                                   -------------
         Total current liabilities                                   2,531,239

TENANT SECURITY DEPOSITS -- LONG TERM                                   42,813
MORTGAGE NOTES PAYABLE                                               1,735,841
                                                                   -------------
                                                                     4,309,893
                                                                   -------------
STOCKHOLDERS' DEFICIT
     Common stock
         approximately 15,000,000 shares issued and outstanding         15,000
     Additional paid-in-capital                                      2,460,350
     Accumulated deficit                                            (4,630,725)
                                                                   -------------
                                                                    (2,155,375)
     Net unrealized loss on marketable securities                     (423,692)
                                                                   -------------
         Total stockholders' deficit                                (2,579,067)
                                                                   -------------
         Total liabilities and stockholders' deficit               $ 1,730,826
                                                                   =============
</TABLE>



                 See accompanying notes to financial statements
<PAGE>
                         PRINCETON AMERICAN CORPORATION
       UNAUDITED CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
               FOR THE THREE MONTHS ENDED AUGUST 31, 2001 AND 2000

<TABLE>
<CAPTION>
                                                              2001                    2000
                                                              ----                    ----
<S>                                                     <C>                   <C>
REVENUES
     Rental income                                             $ 239,940              224,478
     Parking and other                                             7,443               77,245
                                                        -----------------     -----------------
                                                                 247,383              301,723
                                                        -----------------     -----------------
COSTS AND EXPENSES
     Building operating costs                                    111,309               88,512
     Professional fees                                            89,565               60,278
     Payroll and payroll taxes                                    35,912               35,073
     Ground lease                                                 31,285               31,035
     Depreciation                                                 23,340               32,588
     Consulting                                                       --               17,550
     Other                                                        12,324               11,461
                                                        -----------------     -----------------
         Total costs and expenses                                303,735              276,497
                                                        -----------------     -----------------
INCOME (LOSS) FROM OPERATIONS                                    (56,352)              25,226
                                                        -----------------     -----------------
OTHER INCOME (EXPENSE)
     Interest and dividend income                                  4,854                4,949
     Interest expense                                            (66,650)             (54,761)
     Other                                                        (5,725)              (3,294)
                                                        -----------------     -----------------
                                                                 (67,521)             (53,106)
                                                        -----------------     -----------------
NET LOSS BEFORE INCOME TAX                                      (123,873)             (27,880)
INCOME TAXES                                                          --                   --
                                                        -----------------     -----------------
NET LOSS                                                      $ (123,873)             (27,880)
                                                        =================    =================
NET LOSS PER COMMON SHARE, BASIC AND DILUTED                     $ (0.01)               (0.00)
                                                        =================    =================

NET LOSS                                                      $ (123,873)             (27,880)

NET UNREALIZED GAIN (LOSS) ON MARKETABLE SECURITIES               (3,141)             (23,976)
                                                       -----------------     -----------------

COMPREHENSIVE LOSS                                            $ (127,014)             (51,856)
                                                        =================    =================
</TABLE>


                 See accompanying notes to financial statements
<PAGE>
                         PRINCETON AMERICAN CORPORATION
                  UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED AUGUST 31, 2001 AND 2000

<TABLE>
<CAPTION>
                                                                    2001                 2000
                                                                  --------             --------

<S>                                                            <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                                       $ (123,873)             (27,880)
 Adjustments to reconcile net loss to net
     cash provided by (used in) operating activities:
     Depreciation                                                   23,340               32,588
     Interest income on investment contract                         (4,854)              (4,604)
     Decrease in receivables                                         6,068                   --
     Decrease (increase) in prepaid expenses                         6,646              (17,555)
     Decrease in other assets                                       11,009                   --
     Increase (decrease) in accounts payable and accrued expense   120,110              (10,026)
     Increase in accrued interest                                   17,731               14,228
     Increase (decrease) in rent deposits                          (37,429)               9,654
                                                                --------------      ------------
          Net cash provided by (used in) operating activities       18,748               (3,595)
                                                                --------------      ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Payments on notes receivable                                           --                  152
 Purchase of property and equipment                                (20,972)                (873)
 Payments on investment contract                                     3,987                3,688
                                                                --------------      ------------
     Net cash provided by investing activities                     (16,985)               2,967
                                                                --------------      ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from bank loan                                             5,000                    --
 Proceeds from loan from officers                                       --               30,000
 Payments on mortgage notes payable                                 (7,412)              (6,861)
                                                                --------------      ------------
     Net cash provided by financing activities                      (2,412)              23,139
                                                                --------------      ------------
NET INCREASE IN CASH AND CASH EQUIVALENTS                             (649)              22,511

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                         2,541                1,650
                                                                --------------      ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                           $ 1,892               24,161
                                                                ===============     ============
SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION

CASH PAID DURING THE PERIOD FOR INTEREST                          $ 38,813               40,533
                                                                ===============     ============
CASH PAID DURING THE PERIOD FOR INCOME TAXES                          $ --                   --
                                                                ===============     ============
</TABLE>


                 See accompanying notes to financial statements
<PAGE>
                         PRINCETON AMERICAN CORPORATION
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                            AUGUST 31, 2001 AND 2000

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
         generally accepted accounting principles for interim financial
         reporting and Securities and Exchange Commission regulations. Certain
         information and footnote disclosures normally included in financial
         statements prepared in accordance with generally accepted accounting
         principles have been condensed or omitted pursuant to such rules and
         regulations. In the opinion of management, the financial statements
         reflect all adjustments (of a normal and recurring nature) which are
         necessary for a fair presentation of the financial position, results of
         operations and cash flows for the interim periods. The results of
         operations for the three months ended August 31, 2001 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, 2001.

2.   LITIGATION

     Harry and Irene Weiss - On February 9, 2001, the Weisses and the Company
         concluded a two-day settlement conference before the Hon. Charles G.
         Case of the United States Bankruptcy Court. The conference culminated
         in an agreement between the parties to settle the various disputes
         among them, including the Company's objection to the priority and
         amount of the Weisses' claim. The parties have agreed on settlement
         documents and will ask the Bankruptcy Court to approve the terms of the
         settlement and enter an order establishing the amount and priority of
         the Weisses' claim. This settlement is contingent on Bankruptcy Court
         Approval.

     Under the agreement, Princeton will recognize that the Weisses have an
         allowed claim of $560,000 as of February 9, 2001. Interest will accrue
         on the claim at the rate of 10% per annum from February 9, 2001 until
         paid. The Company must pay the claim on the earlier of the following
         events: (1) February 9, 2002; or (2) when the Company sells or
         refinances its office building at 4808 N. 22nd Street, Phoenix, Arizona
         (the "4808 Property"). The Weisses' claim will be secured by a
         third-position deed of trust against the 4808 Property.

     The Weisses will renounce and release their shareholder interest in
         Princeton American Corporation. The parties will provide mutual
         releases of all claims relating to the Company's bankruptcy case and
         will dismiss all pending appeals relating to the Weisses' claim and
         their motion to convert the case from a Chapter 11 to a Chapter 7
         proceeding.

     As  part of the settlement with the Weisses, the Company will petition the
         Court for an order establishing the amount and priority of the Weisses'
         claim according to the settlement. Upon entry of this order and,
         assuming it is not stayed or appealed, the Company will have six months
         from entry of the order to pay unsecured creditors pursuant to the Plan
         as modified.
<PAGE>
                         PRINCETON AMERICAN CORPORATION
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                            AUGUST 31, 2001 AND 2000


2.   LITIGATION, CONTINUED

     Testasecca, et al v. Princeton American Corporation and William C. Taylor -
         On May 22, 2001 Lawrence Testasecca and others filed a complaint in an
         adversary proceeding in the Bankruptcy Court. Among other things, the
         Plaintiffs allege that they should be recognized as owners of an
         unspecified number of shares purchased by them after the Bankruptcy
         Court proceedings began without establishing that these shares were the
         subject of allowed interests under the Plan of Reorganization. The
         Plaintiffs asked the Court to vacate its September 15, 2000 order
         canceling all outstanding Princeton share certificates and issuing new
         certificates reflecting the allowed interests of shareholders under the
         Plan of Reorganization for Princeton American and the Court's prior
         orders. At least three of the Plaintiffs (Lawrence Testasecca, Charles
         Crehore and Eugene Targosz) had received actual notice of the
         bankruptcy, had filed Proofs of Interest pursuant to the July 1977
         order of the Court establishing a deadline for filing Proofs of
         Interest and had voted in favor of the Plan. The remaining Plaintiffs
         are relatives of two of them. The matter was heard by the Court
         commencing on May 31, 2001 with final evidence and closing arguments on
         August 28, 2001. The Court has not issued its ruling as of the date of
         this report.

     Onset Investment Limited - The company has requested a hearing with respect
         to its motion for Summary Judgment. Princeton anticipates its maximum
         exposure to be approximately $25,000 in cash and 70,000 shares of its
         common stock.
<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 Weiss, Testasecca, et al or other
               litigation referred to in this report;

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

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

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

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

          -    the effect of changing economic conditions; and
<PAGE>
          -    other risks which may be described in our future filings with
               Securities and Exchange Commission. We do not promise to update
               forward-looking information to reflect actual results or changes
               in assumptions or other factors that could affect those
               statements.

RESULTS OF OPERATIONS:

Since the filing of the 10KSB for the fiscal year ended May 31, 2001, Management
has focused on:

-    Continuing settlement negotiations with Harry and Irene Weiss with respect
     to their claim. On February 9, 2001, the Weisses and the Company concluded
     a two day settlement conference before the Hon. Charles G. Case of the
     United States Bankruptcy Court. The conference culminated in an agreement
     between the parties to settle the various disputes among them, including
     the Company's objection to the priority and amount of the Weisses' claim.
     The parties have agreed on settlement documents and will ask the Bankruptcy
     Court to approve the terms of the settlement and enter an order
     establishing the amount and priority of the Weisses' claim. This settlement
     is contingent on Bankruptcy Court Approval.

     Under the agreement, Princeton will recognize that the Weisses have an
     allowed claim of $560,000 as of February 9, 2001. Interest will accrue on
     the claim at the rate of 10% per annum from February 9, 2001 until paid.
     The Company must pay the claim on the earlier of the following events: (1)
     February 9, 2002; or (2) when the Company sells or refinances its office
     building at 4808 N. 22nd Street, Phoenix, Arizona (the "4808 Property").
     The Weisses' claim will be secured by a third-position deed of trust
     against the 4808 Property.

     The Weisses will renounce and release their shareholder interest in
     Princeton American Corp. The parties will provide mutual releases of all
     claims relating to the Company's bankruptcy case and will dismiss all
     pending appeals relating to the Weisses' claim and their motion to convert
     the case from a Chapter 11 to a Chapter 7 proceeding.

     As part of the settlement with the Weisses, the Company has petitioned the
     Court for an order establishing the amount and priority of the Weisses'
     claim according to the settlement. Upon entry of this order and, assuming
     it is not stayed or appealed, the Company will have six months from entry
     of the order to pay unsecured creditors pursuant to the Plan as modified. A
     COPY OF THE ORDER APPEARS AS PART II, ITEM 5 OF THIS REPORT.

-    The outcome of litigation in the matter of Testasecca, et al v. Princeton
     American Corporation and William C. Taylor. On May 22, 2001 Lawrence
     Testasecca and others filed a complaint in an adversary proceeding in the
     Bankruptcy report. Among other things, the Plaintiffs allege that they
     should be recognized as owners of an unspecified number of shares purchased
     by them after the Bankruptcy Court proceedings began without establishing
     that these shares were the subject of allowed interests under the Plan of
     Reorganization. The Plaintiffs asked the Court to vacate its September 15,
     2000 order canceling all outstanding
<PAGE>
     Princeton share certificates and issuing new certificates reflecting the
     allowed interests of shareholders under the Plan of Reorganization for
     Princeton American and the Court's prior orders. At least three of the
     Plaintiffs (Lawrence Testasecca, Charles Crehore and Eugene Targosz) had
     received actual notice of the bankruptcy, had filed Proofs of Interest
     pursuant to the July 1977 order of the Court establishing a deadline for
     filing Proofs of Interest and had voted in favor of the Plan. The remaining
     Plaintiffs are relatives of Mr. Testasecca and Mr. Targosz. The matter was
     heard by the Court commencing on May 31, 2001 with final evidence and
     closing arguments on August 28, 2001. The Court has not issued its ruling
     as of the date of this report.

-    The filing of a motion for Summary Judgement in the matter of Onset
     Investment Limited and related court proceedings. The company has requested
     a hearing with respect to its motion for Summary Judgement. Princeton
     anticipates its maximum exposure to be approximately $25,000 in cash and
     70,000 shares of its common stock.

-    In anticipation of a settlement of the Weiss claim, the Company has
     submitted an application to a financial institution for the refinancing of
     its two office buildings in order to pay off the Vanderford mortgage loan
     and to generate sufficient funds to satisfy creditors claims aggregating
     $679,289 plus accrued interest (but not including the Weiss claim), and to
     establish an operating capital fund. There is no assurance that the Company
     will be able to raise the necessary funds to accomplish these objectives.

-    Implementing the adjustments of outstanding shares and shareholders. On
     September 15, 2000, The Bankruptcy Court entered its Order: (1) Approving
     Cancellation of Outstanding Share Certificates and Issuance Of New
     Certificates, and (2) Barring Claims. A copy of the Order is contained in
     the Form 8-K set forth in Item 6 of the November 30, 2000 Form 10QSB.

     Pursuant to the Order, American Stock Transfer & Trust was directed to
     cancel all outstanding shares of the Company. As of October 9, 2000,
     Princeton's trading symbol "PELT" was officially cancelled by NASD. No
     further trades will be made under that symbol and no additional shares of
     stock will be issued until trading is allowed to resume pursuant to the
     Order. On November 10, 2000, notice was mailed to those shareholders
     possessing an allowed interest, requesting that the cancelled share
     certificates be returned to the Company to be replaced by new certificates
     as authorized by the Order. Once this process is completed, Princeton will
     have 10,923,918 shares issued and outstanding. The Company has applied to
     the NASD for registration of the Company's shares for trading on the Over
     the Counter Bulletin Board Market (OTC:BB). It is anticipated that a new
     trading symbol will be issued by the NASD if Princeton's application is
     approved.

-    Continuing renovation of the office building at 2222 East Camelback Road.
     The completion of this project had been disrupted by unresolved issues with
     Phoenix City Planning authorities due to ADA considerations with respect to
     upgrading of bathroom access. Now
<PAGE>
     that the company is in compliance with these requirements, it is expected
     that the improvements will be completed by calendar year end.

-    Leasing up of 2222 East Camelback Road. United Title Agency has leased
     Suite 260 and has committed to occupy Suite 108 commencing on November 1,
     2001, at which point this office building will be fully leased. The
     Company's other office building at 4808 North 22nd Street continues to be
     fully leased as well.

     THREE MONTHS ENDED AUGUST 31, 2001 COMPARED TO THREE MONTHS ENDED AUGUST
     31, 2000.

     We believe that our cash position of $1,892 as of August 31, 2001, coupled
     with the increased revenues resulting from the continued lease-up of 4808
     North 22nd Street, and the leasing to United Title and Nationwide Vision
     Centers of the spaces at 2222 East Camelback Road will be sufficient to
     continue operations for the next twelve months (if necessary) under
     bankruptcy court supervision.

     The increase in net loss in 2001 was due to two factors: (1) a one-time fee
     of $75,000 which was earned in 2000 and (2) increased costs related to the
     Weiss and Testasecca litigation.

     The Company is required to pay all unsecured and administrative claims
     (aggregating $679,289 plus accrued interest, but not including the Weiss
     claim) in order to emerge from bankruptcy proceedings. In order to raise
     the capital necessary to accomplish this, the Company plans to either: (1)
     sell 4808 North 22nd Street or (2) refinance both office buildings. Either
     of these alternatives (or a combination thereof) should produce sufficient
     funds to discharge these obligations. Efforts are ongoing to sell the 4808
     building. We have a tentative commitment from a lender to refinance both
     buildings.








<PAGE>
PART II - OTHER INFORMATION

Item 5    Other information

          ORDER AND NOTICE OF HEARING ON MOTION TO APPROVE
          SETTLEMENT AND FIX PRIORITY AND AMOUNT OF WEISS CLAIM.


(Lewis and Roca Letterhead)

                     IN THE UNITED STATES BANKRUPTCY COURT

                              DISTRICT OF ARIZONA

In Re:                                  )    Chapter 11
                                        )
PRINCETON AMERICAN                      )    Case No. 96-13675-PHX-JMM
CORPORATION,                            )
                                        )    ORDER AND NOTICE OF
                              Debtor,   )    HEARING ON MOTION TO
                                        )    APPROVE SETTLEMENT AND
EID: 22-1848644                         )    FIX PRIORITY AND AMOUNT OF
                                        )    WEISS CLAIM
                                        )
________________________________________)

          IT IS ORDERED AND NOTICE IS GIVEN that a hearing will be held at the
United States Bankruptcy Court, 2929 N. Central Avenue, Phoenix, Arizona, 11th
Floor, Courtroom 1 on the 15th day of November at 1:30 o'clock p.m. to consider
and act upon:

          Motion filed by Princeton American Corporation, the
          reorganized debtor, to approve a settlement of the claim filed
          by Harry and Irene Weiss and to fix the priority and amount of
          the Weiss claim. Princeton and the Weisses have entered into
          a settlement whereby the Weisses will be deemed to have a
          creditor's claim in the amount of $560,000 bearing interest at
          the rate of 10 percent per annum from February 9, 2001. The
          claim (1) will be secured by a junior deed of trust against
          Princeton's property at 4808 N. 22nd Street, Phoenix, Arizona,
          and (2) must be paid (i) by February 9, 2002 or (ii) upon a sale
          or refinancing of the 4808 Property, whichever occurs sooner.

          IT IS FURTHER ORDERED that the debtor is directed to provide notice of
this hearing by mail to all creditors and to notify stockholders by including
the text of this Order and Notice in a 10Q report that Princeton will be filing
with the SEC no later than October 15, 2001.

     For further information, consult the motion on file in the office of the
Clerk of the United States Bankruptcy Court. Any objection must be made in
writing and filed five(5) business days prior to the hearing with the Clerk of
the Bankruptcy Court, 2929 N. Central Avenue, Phoenix, Arizona, or file by
mailing to:

          Clerk of the U.S. Bankruptcy Court
          P.O. Box 34151
          Phoenix, Arizona 85067-4151

with a copies served upon the attorneys for Princeton American Corporation and
the Weisses at:

          Henk Taylor
          Lewis and Roca, LLP
          40 N. Central Avenue
          Phoenix, Arizona 85004-4429
          Attorneys for Princeton American Corporation

          Richard M. Lorenzen
          BROWN & BAIN, P.A.
          2901 North Central Avenue
          Phoenix, Arizona 85001-0400
          Attorneys for Harry & Irene Weiss

          DATED this 10th day of October, 2001.
               UNITED STATES BANKRUPTCY COURT

               /S/ James M. Marlar
               -------------------
               HONORABLE JAMES M. MARLAR
               United States Bankruptcy Judge

Item 6    Exhibits and Reports on Form 8-K

          Testasecca, et al v. Princeton American Corporation, et al. Filed
          June 27, 2001.


<PAGE>
                                   SIGNATURES

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

Date:   October 22, 2001

                                                PRINCETON AMERICAN CORPORATION




                                                 /s/ William C. Taylor
                                                ________________________________
                                                     William C. Taylor
                                                     President

                                                 /s/ Roderick W. McKinnon III
                                                ________________________________
                                                     Roderick W. McKinnon III
                                                     Corporate Secretary