PRINCETON AMERICAN CORP
10-Q/A, 1995-11-20
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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                     SECURITIES & EXCHANGE COMMISSION
                          Washington, D. C. 20549

                               FORM 10-QSB/A

                              AMENDMENT NO. 1


                QUARTER REPORT UNDER SECTION 13 OR 15(D)
                 OF THE SECURITIES EXCHANGE ACT OF 1934
                               (Unaudited)


For the Quarter Ended
August 31, 1995                                  Commission File No. 0-5141


                    PRINCETON ELECTRONIC PRODUCTS, INC.
          (Exact name of registrant as specified in its charter)


          New Jersey                              22-1848644 
     

(State or other jurisdiction of                         (IRS Employer Iden-
incorporation or organization)                           tification Number)
          


          2222 East Camelback Road, Suite 200, Phoenix, AZ 85016
                 (Address of principal executive offices)            


                              (602) 954 2600
           (Registrant's telephone number, including area code)

- -----------------------------------------------------------------
(Former name, former address and former fiscal year, if changed
since last report.)

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

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the close of the period covered by
this report.
                                14,981,622


                              FORM 10-QSB/A
                                    
                             AMENDMENT NO. 1
                                    
                   PRINCETON ELECTRONIC PRODUCTS, INC.
               FOR THE THREE MONTHS ENDED AUGUST 31, 1995









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.


PRINCETON ELECTRONIC PRODUCTS, INC.


                                        
DALE E. EYMAN, Chairman, CEO
(Signature)

November 20, 1995                       
Date

      
       








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<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          MAY-31-1996
<PERIOD-END>                               AUG-31-1995
<CASH>                                            1505
<SECURITIES>                                    279779
<RECEIVABLES>                                   100274
<ALLOWANCES>                                         0
<INVENTORY>                                     135027
<CURRENT-ASSETS>                                614980
<PP&E>                                         1489422
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                 3935588
<CURRENT-LIABILITIES>                           907186
<BONDS>                                              0
<COMMON>                                       9346049
                                0
                                    2316119
<OTHER-SE>                                     5282205
<TOTAL-LIABILITY-AND-EQUITY>                   3935588
<SALES>                                         184937
<TOTAL-REVENUES>                                250335
<CGS>                                           177905
<TOTAL-COSTS>                                   452744
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               10124
<INCOME-PRETAX>                               (208782)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (208782)
<EPS-PRIMARY>                                   (0.14)
<EPS-DILUTED>                                        0
        

</TABLE>


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