SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549
                                      
                         FORM 10-KSB

(Mark One)
     [X] Annual Report Pursuant to Section 13 or 15(d) of the
               Securities Exchange Act of 1934

     [ ] Transitional Report Under Section 13 or 15(d) of the 
               Securities Exchange Act of 1934

         For the fiscal year ended December 31, 1997

                Commission File No. 0-22095

              PRINCETON MANAGEMENT CORPORATION
              --------------------------------
       (Name of small business issuer in its charter)

           Colorado                            84-1039267
           --------                            ----------
(State or other jurisdiction of             (I.R.S. Employer
Incorporation or Organization)             Identification Number 

                  5650 Greenwood Plaza Blvd.
                         Suite 216
                  Englewood, Colorado 80111
                       (303) 741-1118
                       --------------
(Address, including zip code and telephone number, including area 
          code, of registrant's executive offices)

  Securities registered under Section 12(b) of the Exchange Act: 
                            none

 Securities registered under to Section 12(g) of the Exchange Act:

                        Common Stock
                        ------------
                      (Title of class)

Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
Company was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
                Yes  X   No    
                   ----    ----

Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure
will be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to this
Form 10-KSB.  x 
            -----

Issuer's revenues for its most recent fiscal year: $ -0-         
                 (Continued on Following Page)

<PAGE>
State the aggregate market value of the voting stock held by non-
affiliates, computed by reference to the price at which the stock
was sold, or the average bid and asked prices of such stock, as of
a specified date within the past 60 days: As of December 31, 1997:
$0.

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:  As of
December 31, 1997 there were 288,600 shares of the Company's common
stock issued and outstanding.                  

Documents Incorporated by Reference: None

        This Form 10-KSB consists of Twenty Five pages.  
         Exhibit Index is Located at Page Twenty Four.


                                                                2

<PAGE>
                      TABLE OF CONTENTS

                  FORM 10-KSB ANNUAL REPORT 

               PRINCETON MANAGEMENT CORPORATION

                                                             PAGE
                                                             ----

Facing Page
Index
PART I
Item 1.    Description of Business.....................         4
Item 2.    Description of Property.....................         5
Item 3.    Legal Proceedings...........................         5
Item 4.    Submission of Matters to a Vote of
               Security Holders........................         5

PART II
Item 5.    Market for the Registrant's Common Equity
               and Related Stockholder Matters.........         5
Item 6.    Management's Discussion and Analysis of 
               Financial Condition and Results of
               Operations..............................         6
Item 7     Financial Statements........................         7
Item 8.    Changes in and Disagreements on Accounting
               and Financial Disclosure................        18 


PART III
Item 9.    Directors, Executive Officers, Promoters 
               and Control Persons, Compliance with 
               Section 16(a) of the Exchange Act.......        18
Item 10.   Executive Compensation......................        19
Item 11.   Security Ownership of Certain Beneficial
               Owners and Management...................        21
Item 12.   Certain Relationships and Related 
               Transactions............................        22

PART IV
Item 13.   Exhibits and Reports of Form 8-K............        22 
 


SIGNATURES.............................................        23


                                                                3

<PAGE>
                             PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

     Princeton Management Corporation (the "Company"), was
incorporated on October 16, 1986 under the laws of the State of
Colorado under the name Princeton Oil & Gas, Inc., to engage in any
lawful corporate undertaking.  The Company has been in the
developmental stage since inception and initially was engaged in
the business of oil and gas exploration.  In November 1996, the
Company's Board of Directors elected to change the Company's
principal business purpose to those activities described
hereinbelow.  In November 1996, the Company's shareholders approved
an amendment to the Company's Articles of Incorporation, changing
the name of the Company to Princeton Management Corporation, among
other matters.  As such, the Company can be defined as a "shell"
company, whose sole purpose at this time is to locate and
consummate a merger or acquisition with a private entity.

     The proposed business activities of the Company classify it as
a "blank check" company.  Many states have enacted statutes, rules
and regulations limiting the sale of securities of "blank check"
companies in their respective jurisdictions.  Management does not
intend to undertake any efforts to cause a market to develop in the
Company's securities until such time as the Company has
successfully implemented its business plan described herein. 
Relevant thereto, each shareholder of the Company has executed and
delivered a "lock-up" letter agreement, affirming that they shall
not sell their respective shares of the Company's common stock
until such time as the Company has successfully consummated a
merger or acquisition and the Company is no longer classified as a
"blank check" company.  In order to provide further assurances that
no trading will occur in the Company's securities until a merger or
acquisition has been consummated, each shareholder has agreed to
place their respective stock certificate with the Company's legal
counsel, who will not release these respective certificates until
such time as legal counsel has confirmed that a merger or
acquisition has been successfully consummated.  However, while
management believes that the procedures established to preclude any
sale of the Company's securities prior to closing of a merger or
acquisition will be sufficient, there can be no assurances that the
procedures established relevant herein will unequivocally limit any
shareholder's ability to sell their respective securities before
such closing.

     Management has continued to review prospective merger or
acquisition candidates during the past fiscal year, but as of the
date of this report, there is no agreement between the Company and
any third party providing for the Company to merge or acquire any
assets.

                                                                4

<PAGE>
Employees

     During the fiscal year ended December 31, 1997, the Company
had no full time employees.  The Company's President and Secretary
have agreed to allocate a portion of their time to the activities
of the Company, without compensation.  These officers anticipate
that the business plan of the Company can be implemented by their
devoting approximately 20 hours per month to the business affairs
of the Company and, consequently, conflicts of interest may arise
with respect to the limited time commitment by such officers.

ITEM 2.  DESCRIPTION OF PROPERTY 

     Facilities.  The Company operates from its offices at 5650
Greenwood Plaza Blvd., Suite 216, Englewood, Colorado 80111.  This
space is provided to the Company on a rent free basis by the
President of the Company and it is anticipated that this
arrangement will remain until such time as the Company successfully
consummates a merger or acquisition.  Management believes that this
space will meet the Company's needs for the foreseeable future.

     Other Property.  The Company has no properties and at this
time has no agreements to acquire any properties.  The Company
intends to attempt to acquire assets or a business in exchange for
its securities which assets or business is determined to be
desirable for its objectives.

ITEM 3.  LEGAL PROCEEDINGS

     There are no material legal proceedings which are pending or
have been threatened against the Company of which management is
aware.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None     

                PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
SHAREHOLDER MATTERS

     (a)  Market Information.  There is presently no trading market
for the common or preferred equity of the Company.

     (b)  Holders.  There are ten (10) holders of the Company's
Common Stock. 

     As of the date of this report 188,600 shares of the Company's
Common Stock are eligible for sale under Rule 144 promulgated under
the Securities Act of 1933, as amended, subject to certain
limitations included in said Rule.  In general, under Rule 144, a

                                                                5

<PAGE>
person (or persons whose shares are aggregated), who has satisfied
a one year holding period, under certain circumstances, may sell
within any three month period a number of shares which does not
exceed the greater of one percent of the then outstanding Common
Stock or the average weekly trading volume during the four calendar
weeks prior to such sale.  Rule 144 also permits, under certain
circumstances, the sale of shares without any quantity limitation
by a person who has satisfied a two year holding period and who is
not, and has not been for the preceding three months, an affiliate
of the Company.

     (c)  Dividends.  

     (1)  The Company has not paid any dividends on its Common
Stock. The Company does not foresee that the Company will have the
ability to pay a dividend on its Common Stock in the fiscal year
ended December 31, 1998, unless the Company successfully
consummates a merger or acquisition and the relevant candidate has
sufficient assets available to undertake issuance of such a
dividend and management elects to do so, of which there can be no
assurance.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

     The following discussion should be read in conjunction with
the Company's audited financial statements and notes thereto
included herein.  In connection with, and because it desires to
take advantage of, the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, the Company cautions
readers regarding certain forward looking statements in the
following discussion and elsewhere in this report and in any other
statement made by, or on the behalf of the Company, whether or not
in future filings with the Securities and Exchange Commission. 
Forward looking statements are statements not based on historical
information and which relate to future operations, strategies,
financial results or other developments.  Forward looking
statements are necessarily based upon estimates and assumptions
that are inherently subject to significant business, economic and
competitive uncertainties and contingencies, many of which are
beyond the Company's control and many of which, with respect to
future business decisions, are subject to change.  These
uncertainties and contingencies can affect actual results and could
cause actual results to differ materially from those expressed in
any forward looking statements made by, or on behalf of, the
Company.  The Company disclaims any obligation to update forward
looking statements.

     (a)  Plan of Operation.

     The Company intends to seek to acquire assets or shares of an
entity actively engaged in business, in exchange for its

                                                                6

<PAGE>
securities.  As of the date of this report, management of the
Company has had preliminary discussions with potential merger or
acquisition candidates, but there is no definitive agreement
between the Company and any third party relevant thereto.  In the
event the Company does enter into an agreement with such a third
party, the Board of Directors does intend to obtain certain
assurances of value of the target entity assets prior to
consummating such a transaction, with further assurances that an
audited financial statement would be provided within sixty days
after closing of such a transaction.  Closing documents relative
thereto will include representations that the value of the assets
conveyed to or otherwise so transferred will not materially differ
from the representations included in such closing documents, or the
transaction will be voidable.

     The Company has no full time employees.  The Company's
President and Secretary have agreed to allocate a portion of their
time to the activities of the Company, without compensation.  These
officers anticipate that the business plan of the Company can be
implemented by their devoting approximately 20 hours per month to
the business affairs of the Company and, consequently, conflicts of
interest may arise with respect to the limited time commitment by
such officers.  

     Because the Company presently has nominal overhead or other
material financial obligations, management of the Company believes
that the Company's short term cash requirements can be satisfied by
management injecting whatever nominal amounts of cash into the
Company to cover these incidental expenses.  There are no
assurances whatsoever that any additional cash will be made
available to the Company through any means.

Year 2000 Disclosure

     Many existing computer programs use only two digits to
identify a year in the date field.  These programs were designed
and developed without considering the impact of the upcoming change
in the century.  If not corrected, many computer applications could
fail or create erroneous results by or at the Year 2000.  As a
result, many companies will be required to undertake major projects
to address the Year 2000 issue.  Because the Company has no assets,
including any personal property such as computers, it is not
anticipated that the Company will incur any negative impact as a
result of this potential problem.  However, it is possible that
this issue may have an impact on the Company after the Company
successfully consummates a merger or acquisition.  Management
intends to address this potential problem with any prospective
merger or acquisition candidate.  There can be no assurances that
new management of the Company will be able to avoid a problem in
this regard after a merger or acquisition is so consummated.  

ITEM 7.  FINANCIAL STATEMENTS

                                                                7

<PAGE>














                       Princeton Management Corporation


                             FINANCIAL STATEMENTS

                                    with

                          Independent Auditors' Report
                For The Years Ended December 31, 1997 And 1996
                And For the Period January 1, 1996 (Inception)
                           through December 31, 1997
                     































                                                                             8

<PAGE>


                       Princeton Management Corporation


                              TABLE OF CONTENTS

                                                                        Page
                                                                        ----

     Independent Auditors' Report                                         1

     Financial Statements

          Balance Sheet                                                   2

          Statement of Operations                                         3

          Statement of Cash Flows                                         4
     
          Statement of Shareholder's Equity                               5

          Notes to the Financial Statements                              6-8


























                                                                             9

<PAGE>
                         Kish, Leake & Associates P.C.
                          Certified Public Accountants
J.D.Kish, C.P.A., M.B.A.                      7901 E Belleview Ave - Suite 220
James D. Leake, C.P.A., M.T.                         Englewood, Colorado 80111
  ---------------------                               Telephone (303) 779-5006
Arleen R. Brogan, C.P.A.                              Facsimile (303) 779-5724


                          Independent Auditor's Report
                          ----------------------------


We have audited the accompanying balance sheet of Princeton Management
Corporation (a Developmental Stage Company), at December 31, 1997, and the
related statement of operations, cash flows, and shareholders' equity for the
fiscal years ended December 31, 1997 and 1996 and the period January 1, 1996
(Inception) through December 31, 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.  

We conducted our audit in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit 
also includes assessing the accounting principles used and the overall 
financial statement presentation. We believe that our audit provides a 
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Princeton Management 
Corporation at December 31, 1997 and the results of its operations and its 
cash flows for the fiscal years ended December 31, 1997 and 1996 and the 
period January 1, 1996 (Inception) through December 31, 1997 in conformity 
with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. The Company is a development stage 
enterprise. The lack of sufficient working capital to operate as of December 
31, 1997 raises substantial doubt about its ability to continue as a going
concern. Management's plans concerning these matters are described in Note 5.
The financial statements do not include any adjustments that might result from
the outcome of these uncertainties.

s/Kish, Leake & Associates, P.C.

Kish, Leake & Associates, P.C.
Certified Public Accountants
Englewood, Colorado
January 13, 1998


                                      -1-

                                                                            10

<PAGE>
<TABLE>
Princeton Management Corporation
(A Development Stage Company)
Balance Sheet
______________________________________________________________________________

<CAPTION>
                                                                     December
                                                                     31, 1997
                                                                     --------
<S>                                                                  <C> 
ASSETS
 
Current Assets:
 
Cash                                                                 $  1,857
                                                                     --------
TOTAL ASSETS                                                         $  1,857
                                                                     ========
LIABILITIES AND SHAREHOLDERS' EQUITY
 
LIABILITIES - Accounts Payable                                       $    709
                                                                     --------
 
SHAREHOLDERS' EQUITY
 
Preferred Stock, .01 Par Value
 Authorized 20,000,000 Shares; Issued
 And Outstanding -0- Shares                                                 0
 
Common Stock, $.0001 Par Value
 Authorized 100,000,000 Shares;
 Issued And Outstanding 288,600 Shares                                     29
 
Capital Paid In Excess Of
 Par Value Of Common Stock                                            163,043
 
Retained (Deficit)                                                   (148,616)
 
Retained Earnings (Deficit) Accumulated During The
 Development Stage                                                    (13,308)
                                                                     --------
TOTAL SHAREHOLDERS' EQUITY                                              1,148
                                                                     --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                           $  1,857
                                                                     ========
 
 
 
 
 
 
 
 
 
 
<FN>
     The Accompanying Notes Are An Integral Part Of These Financial Statements.
 
</TABLE>
                                       2

                                                                            11

<PAGE>
<TABLE>
Princeton Management Corporation
(A Development Stage Company)
Statement Of Operations
______________________________________________________________________________
 
<CAPTION>
                                                                   January 1,
                                                                      1996
                                                                   (Inception)
                                            Year Ended  Year Ended   Through
                                             December    December    December
                                             31, 1997    31, 1996    31, 1997
                                             --------    --------    --------
<S>                                          <C>         <C>         <C>
Revenue                                      $      0    $      0    $      0
 
Expenses:
 
Administrative                                     30         145         175
Legal And Accounting                            7,959       5,200      13,159
                                             --------    --------    --------
Total                                           7,989       5,345      13,334
                                             --------    --------    --------
Net (Loss) Before Other Income                 (7,989)     (5,345)    (13,334)
 
Other Income - Interest                             0          26          26
                                             --------    --------    --------
Net (Loss)                                    ($7,989)    ($5,319)   ($13,308)
                                             ========    ========    ========

Basic (Loss) Per Share                         ($0.03)     ($0.02)     ($0.05)
                                             ========    ========    ========
 
Weighted Average Common Shares
 Outstanding                                  288,600     288,600     288,600
                                             ========    ========    ========
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
<FN>
     The Accompanying Notes Are An Integral Part Of These Financial Statements.
 
</TABLE>
                                       3

                                                                            12

<PAGE>
<TABLE>
Princeton Management Corporation
(A Development Stage Company)
Statement Of Cash Flows
______________________________________________________________________________

<CAPTION>
                                                                    Inception
                                                                    January 1,
                                                                      1996
                                            Year Ended  Year Ended   Through
                                             December    December    December
                                             31, 1997    31, 1996    31, 1997
                                             --------    --------    -------- 
<S>                                          <C>         <C>         <C>
Net (Loss)                                  ($  7,989)  ($  5,319)  ($ 13,308)
 
Adjustments To Reconcile Net Loss To Net
 Cash Used In Operating Activities:                 0           0           0
 
Debt paid by shareholder on behalf
 of Company                                         0       5,000       5,000
 
Changes In Operating Assets And Liabilities:
Accounts Payable                                  709           0         709
                                             --------    --------    --------
 Net Flows From Operations                     (7,280)       (319)     (7,599)
                                             --------    --------    --------
Cash Flows From Investing Activities:
                                                    0           0           0
                                             --------    --------    --------
Net Cash Flows From Investing                       0           0           0
 
Cash Flows From Financing  Activities:
 
Funds Received As Additional Capital 
 Contribution                                   8,072           0       8,072
                                             --------    --------    --------
Cash Flows From Financing                       8,072           0       8,072
 
Net Increase In Cash                              792        (319)        473
Cash At Beginning Of Period                     1,065       1,384       1,384
                                             --------    --------    --------
Cash At End Of Period                        $  1,857    $  1,065    $  1,857
                                             ========    ========    ========
 
Summary Of Non-Cash Investing And
Financing Activities:
 
Debt paid by shareholder on behalf
 of Company                                  $      0    $      0    $  5,000
                                             ========    ========    ========
 
 
 
 
 
 
 
 
 
<FN>
     The Accompanying Notes Are An Integral Part Of These Financial Statements.
 
</TABLE>
                                       4

                                                                            13

<PAGE>
<TABLE>
Princeton Management Corporation
(A Development Stage Company)
Statement Of Shareholders' Equity
_______________________________________________________________________________________

<CAPTION>
                                                    Accumulated
                   Number Of          Capital Paid   During The
                    Common    Common  In Excess Of  Development   Retained
                    Shares     Stock    Par Value      Stage      (Deficit)   Total
                   --------   ------   ----------   -----------   --------   -------
<S>                <C>        <C>      <C>          <C>           <C>        <C>
Balance At
 December 31, 1995  188,600   $   19   $  149,981   $         0  ($148,616)  $ 1,384
 
Net (Loss) At
 December 31, 1996                                       (5,319)              (5,319)

Issuance Of Common
 Stock - November
 1996               100,000       10        4,990             0          0     5,000
                   --------   ------   ----------   -----------   --------   -------
Balance At 
 December 31, 1996  288,600       29      154,971        (5,319)  (148,616)    1,065
 
Contribution To
 Equity                                     8,072                              8,072
 
Net (Loss) At
 December 31, 1997                                       (7,989)              (7,681)
                   --------   ------   ----------   -----------   --------   -------
Balance At
 December 31, 1997  288,600   $   29   $  163,043  ($    13,308) ($148,616)  $ 1,456
                   ========   ======   ==========   ===========   ========   =======
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
<FN>
     The Accompanying Notes Are An Integral Part Of These Financial Statements.
 
</TABLE>
                                       5

                                                                            14

<PAGE>
Princeton Management Corporation
(A Development Stage Company)
Notes to Financial Statements
At December 31, 1997 and 1996
-----------------------------

Note 1 - Organization and Summary of Significant Accounting Policies
--------------------------------------------------------------------
Organization:
-------------

On October 16, 1986, Princeton Oil And Gas, Inc. ("the Company") was 
incorporated under the laws of Colorado, for the purpose of oil and gas
exploration. In December 1989 the Company ceased operations in the oil and gas
business. On January 1, 1996 the Company's new management decided to search 
for a merger or acquisition candidate and, therefore, has entered into the
development stage. In November 1996 the Company changed its name to Princeton
Management Corporation.

Developmental Stage:

The Company is currently in the developmental stage and has no significant
operations to date.

Income Taxes:

In 1986 the Company elected to have its income taxed under section 1372 of the
Internal Revenue Code which provides that, in lieu of corporation income 
taxes, the shareholders are taxed on their proportionate share of the 
Company's taxable income. Therefore, no provision or liability for Federal or
State income taxes are included in the financial statements for the year ended
December 31, 1996. On January 1, 1997 this election was revoked and the
Corporation is now subject to Federal and State income taxation.

Income taxes are provided for the tax effects of transactions reported in the
financial statements and consist of taxes currently due plus deferred taxes
related primarily to differences between the recorded book basis and tax basis
of assets and liabilities for financial and income tax reporting. The deferred
tax assets and liabilities represent the future tax return consequences of 
those differences, which will either be taxable or deductible when the assets 
and liabilities are recovered or settled. Deferred taxes are also recognized 
for operating losses that are available to offset future taxable income and 
tax credits that are available to offset federal income taxes. 

Due to the Company's net operating loss in the year ended December 31, 1997 of
$7,989 there are no income taxes currently due. As of December 31, 1997  the
Company has a deferred tax asset of $1,598 primarily from its net operating 
loss carry forward which has been fully reserved through a valuation 
allowance. 

The change in the valuation allowance at December 31, 1997 was $1,598.




                                      -6-

                                                                            15

<PAGE>
Princeton Management Corporation
(A Development Stage Company)
Notes to Financial Statements
At December 31, 1997 and 1996
-----------------------------

Statement of Cash Flows:

For purposes of the statement of cash flows, the Company considers demand
deposits and highly liquid-debt instruments purchased with a maturity of three
months or less to be cash equivalents.

Cash paid for interest and taxes in the period ended December 31, 1997 and 
1996 was $-0-.  

Basic (Loss) Per Common Share:

The net (loss) per common share is computed by dividing the net (loss) for the
period by the weighted average number of shares outstanding at December 31, 
1997 and 1996.

Use Of Estimates:

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions 
that affect the reported amounts. Actual  results could differ from those
estimates.

Note 2 - Capital Stock
----------------------

Common Stock:

The Company initially authorized 245,000 shares of $.001 par value common 
stock. In November 1996, the Company amended its Articles of Incorporation and
authorized 100,000,000 shares of $.0001 par value common stock.

Preferred Stock

In November 1996 the Company amended its Articles of Incorporation and 
authorized 20,000,000 shares of $.01 par value preferred stock, the rights and
preferences of which to be determined by the Board Of Directors at the time of
issuance.

In December 1996 the Company issued 100,000 shares of $.001 par value common
stock to a shareholder for $5,000 in debt paid by the shareholder on behalf of
the Company.

The Company has declared no dividends through December 31, 1997 and 1996.



                                      -7-


                                                                            16

<PAGE>
Princeton Management Corporation
(A Development Stage Company)
Notes to Financial Statements
At December 31, 1997 and 1996
-----------------------------

Note 3 - Related Party Events
-----------------------------

The Company presently maintains its principal offices at an address  provided 
by an officer and director on a cost free basis. The office is located at 5650
Greenwood Plaza Blvd., Suite 216, Englewood, CO 80111. No expense has been
recorded as the value of the address is considered immaterial.

Note 4 - New Accounting Pronouncement
-------------------------------------

In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, Earnings Per Share ("SFAS No. 128"). 
SFAS No. 128 specifies the computation, presentation, and disclosure 
requirements of earnings per share and supersedes Accounting Principles Board
Opinion No. 15, Earnings Per Share. SFAS No. 128 requires dual presentation of
basic and diluted earnings per share. Basic earnings per share, which excludes
the impact of common stock equivalents, replaces primary earnings per share.
Diluted earnings per share, which utilizes the average market price per share 
as opposed to the greater of the average market price per share or ending 
market price per share when applying the treasury stock method in determining
common stock equivalents, replaces fully-diluted earnings per share. SFAS No. 
128 is effective for the Company in 1997. However, the Company has a simple
capital structure for the periods presented and therefore there is no affect 
on the earnings per share presented due to the Company's adoption of SFAS 128.



Note 5 - Going Concern
----------------------

The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business.  The Company has incurred losses from its inception through December
31, 1997.  It has not established revenues sufficient to cover its operating
costs and to allow it to continue as a going concern.  The Company is seeking 
a merger/acquisition candidate.





                                      -8-







                                                                            17

<PAGE>
ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.

     None

                PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

     Directors are elected for one-year terms or until the next
annual meeting of shareholders and until their successors are duly
elected and qualified.  Officers continue in office at the pleasure
of the Board of Directors.  

     The Directors and Officers of the Company as of the date of
this report are as follows:

Name                       Age          Position
________________           ___          _________________________

Greg Simonds                45          President, Director

Gilberta P. Gara            54          Secretary/Treasurer &
                                          Director

     All Directors of the Company will hold office until the next
annual meeting of the shareholders and until successors have been
elected and qualified.  Officers of the Company are elected by the
Board of Directors and hold office until their death or until they
resign or are removed from office. 

     There are no family relationships among the officers and
directors.  There is no arrangement or understanding between the
Company (or any of its directors or officers) and any other person
pursuant to which such person was or is to be selected as a
director or officer.     

     (b)  Resumes:

     Gregory J. Simonds, is President and a director of the
Company, positions he has held since November 1996.  In addition to
his positions with the Company, since June 1991, Mr. Simonds has
been self-employed, acting as a consultant to various different
companies, both public and private, as well as managing his own
investment portfolio.  Mr. Simonds received a Bachelor of Science
degree from New England College, Henniker, New Hampshire in 1973. 
Mr. Simonds devotes only such time as necessary to the business of
the Company, which time is not expected to exceed 20 hours per
month.

                                                               18

<PAGE>
     Gilberta P. Gara, is Secretary/Treasurer and a director of the
Company, positions she has held since November 1996.  Prior, from
the Company's inception until November 1996, she was President and
a director of the Company.  In addition to her positions with the
Company, since November 1994, Ms. Gara has also been an independent
distributor for The People's Network, a television network based in
Dallas, Texas.  Prior, from 1990 through October 1994, she was the
owner and operator of Gara & Sons, Torrington, Wyoming, a
distributor of giftware lines.  In January 1992, Ms. Gara filed a
petition for protection under the U.S. Bankruptcy Code with the
United States Federal Bankruptcy Court located in Denver, Colorado,
where a discharge was entered in May 1992.  She devotes only such
time as necessary to the business of the Company, which is not
expected to exceed 20 hours per month. 

     Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's officers, directors and persons who own more than 10%
of the Company's Common Stock to file reports of ownership and
changes in ownership with the Securities and Exchange Commission. 
All of the aforesaid persons are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms they
file.

     Based solely on review of the copies of such forms furnished
to the Company, the Company believes that the Form 5 annual reports
of the Company's officers, directors and holders of 10% or more of
the outstanding shares of the Company, which are required to be
filed within 45 days after the end of the Company's fiscal year,
were timely filed.  These reports reflected no changes in the
securities holdings of any person.

ITEM 10.  EXECUTIVE COMPENSATION.

Remuneration

     The following table reflects all forms of compensation for
services to the Company for the year ended December 31, 1997 of the
chief executive officer of the Company.  

                                                               19

<PAGE>
   
<TABLE>
                         SUMMARY COMPENSATION TABLE

<CAPTION>
                                             Long Term Compensation
                                          ____________________________

                   Annual Compensation          Awards         Payouts
                  _____________________   ____________________ _______
                                                    Securities
                                 Other                Under-             All
Name                             Annual   Restricted   lying            Other
and                              Compen-     Stock    Options/   LTIP  Compen-
Principal         Salary  Bonus  sation     Award(s)    SARs    Payouts sation
Position    Year   ($)     ($)    ($)        ($)        (#)       ($)     ($)
__________  ____  ______  _____  ______    ________   _______   _______  ______
<S>         <C>   <C>     <C>    <C>       <C>        <C>       <C>      <C>
Greg 
Simonds,
President &       (1)(2)
Director    1997  $    0  $   0  $    0    $      0         0  $     0  $    0
_________________________

<F1>
(1)     Mr. Simonds did not receive any salary during the fiscal year ended
December 31, 1997 from the Company.   

<F2>
(2)     It is not anticipated that any executive officer of the Company will
receive compensation exceeding $100,000 during 1998, except in the event the
Company successfully consummates a business combination.

</TABLE>
     The Company maintains a policy whereby the directors of the
Company may be compensated for out of pocket expenses incurred by
each of them in the performance of their relevant duties.  The
Company did not reimburse any director for such expenses during the
fiscal year ended December 31, 1997.

     In addition to the cash compensation set forth above, the
Company reimburses each executive officer for expenses incurred on
behalf of the Company on an out-of-pocket basis.  The Company
cannot determine, without undue expense, the exact amount of such
expense reimbursement.  However, the Company believes that such
reimbursements did not exceed, in the aggregate, $1,000 during
fiscal year 1997.

     There are no bonus or incentive plans in effect, nor are there
any understandings in place concerning additional compensation to
the Company's officers.


                                                               20

<PAGE>
ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.

     (a) and (b) Security Ownership of Certain Beneficial Owners
and Management.

     The table below lists the beneficial ownership of the
Company's voting securities by each person known by the Company to
be the beneficial owner of more than 5% of such securities, as well
as by all directors and officers of the issuer.  Unless otherwise
indicated, the shareholders listed possess sole voting and
investment power with respect to the shares shown.

                    Name and            Amount and                
                   Address of           Nature of
Title              Beneficial           Beneficial     Percent of
of Class              Owner               Owner           Class
________    _________________________   __________     __________ 

Common      Greg Simonds                 100,000         34.65%
            5650 Greenwood Plaza Blvd.
            Suite 216
            Englewood, CO 80111  

Common      Gilberta P. Gara              29,100         10.08%
            RR2, Box 241
            Torrington, WY 82240

Common      Gerald Loffredo               57,500         19.92%
            1990 W. Rockrose Way
            Chandler, AZ 85248

Common      Ray Daniels                   50,000         17.32%
            898 Pimlico Court
            Boulder, CO 80303

Common      Agnes Olsen                   20,000          6.93%
            6600 France Ave. South #425
            Minneapolis, MN 55435

Common      All Officers and             129,100         44.73%
            Directors as a 
            Group (2 persons)
___________________

     The balance of the Company's outstanding Common Shares are
held by 5 persons.


                                                               21

<PAGE>
ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     There were no related party transactions which occurred during
the past two years and which are required to be disclosed pursuant
to the requirements included under Item 404 of Regulation SB.

                            PART IV

Item 13.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)   Exhibits

     3.1*   Certificate and Articles of Incorporation

     3.2*   Bylaws

     EX-27  Financial Data Schedule

* Filed with the Securities and Exchange Commission in the Exhibits
to Form 10-SB, filed on February 3, 1997, and are incorporated by
reference herein.

(b)  Reports on Form 8-K 

     The Company did not file any reports on Form 8-K during the
last quarter of the fiscal year ended December 31, 1997.


                                                               22

<PAGE>
                          SIGNATURES

     In accordance with Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, on
March 17, 1997.

                               PRINCETON MANAGEMENT CORPORATION
                               (Registrant)


                               By:  s/Greg Simonds                
                                  -------------------------------
                                  Greg Simonds, President

     In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant
and in the capacities indicated on March 17, 1997.



 s/Greg Simonds
------------------------------
Greg Simonds, Director            


 s/Gilbert P. Gara
------------------------------
Gilberta P. Gara, Director


                                                               23

<PAGE>
                  PRINCETON MANAGEMENT CORPORATION

           Exhibit Index to Annual Report on Form 10-KSB
            For the Fiscal Year Ended December 31, 1997

EXHIBITS                                                 Page No.

  EX-27     Financial Data Schedule . . . . . . . . . .       25



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