SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(D) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

        DATE OF REPORT: (DATE OF EARLIEST EVENT REPORTED) : MAY 30, 2003

                          COMMISSION FILE NO. 000-49698



                            PRINCETON VENTURES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)





                NEVADA                                 98 - 0353007
----------------------------------------              --------------
(STATE  OR  OTHER  JURISDICTION  OF         (IRS EMPLOYER  IDENTIFICATION  NO.)
INCORPORATION  OR  ORGANIZATION)


              23960 Madison Street, Torrance, California 90505-0159
-------------------------------------------------------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (310) 791-4642
                     --------------------------------------
                            (ISSUER TELEPHONE NUMBER)


                          Suite 502, 595 Howe Street,
                  Vancouver, British Columbia, Canada V6C 2T5
           ----------------------------------------------------------
                            FORMER NAME AND ADDRESS



ITEM  1.     CHANGES  IN  CONTROL  OF  THE  REGISTRANT.

      As  a  result  of  the  acquisition  of Aero Marine Engine Corp., a Nevada
corporation,  ("Aero  Marine"),  the  control  of  the Registrant shifted to the
former  shareholders  of  Aero  Marine.  The following individuals will exercise
control  of  the  Registrant.

     Name                     No. of shares(1)                  Percentage(1)
     ----                     -------------                     ----------
Colonel  Robert Fyn            4,178,088                          26.0%
Murray  H.  Stark              4,178,088                          26.0%
Garth  S.  Bailey              2,085,912                          13.0%
Peter  Merganthaler            2,085,912                          13.0%

(1)  Prior  to  the  transfer  of 1,000,000 shares proportionately in connection
     with  the  purchase  of  assets  in  the  Dyna-Cam  asset  acquisition.


ITEM  2.   ACQUISITION  OF  DISPOSITION  OF  ASSETS.

     On May 16, 2003, the Registrant acquired 100% of the issued and outstanding
shares  of  Aero  Marine  in  exchange for 12,528,000 shares of the Registrant's
common  stock.  Following  the Share Exchange there are 16,062,000 shares of the
Registrant's common stock outstanding. On June 30, 2003, the Registrant acquired
the  assets  of  Dyna-Cam Engine Corporation in connection with a Disposition of
Collateral  and Settlement Agreement. In connection with such agreement, various
secured  lenders  were  parties  to the agreement and agreed to relinquish their
security  interests  in the collateral in consideration for cash and stock. Aero
Marine  agreed  to pay an aggregate of $900,500 in cash and shareholders of Aero
Marine agreed to transfer an aggregate of 1,000,000 post forward split shares of
the  Registrant's  common stock which is anticipated shortly. In connection with
the  acquisition of assets of Dyna-Cam, Aero Marine agreed to assume obligations
of  approximately  $80,000  which  are  anticipated  to  be  reduced  through
negotiations.  These obligations consist of lease obligations, various judgments
and  general  and  administrative  expenses.

     DESCRIPTION OF THE BUSINESS

     Aero Marine was incorporated in December 30, 2002. Aero Marine has recently
acquired  the  intellectual  property  and equipment of Dyna-Cam including three
operational  Dyna-Cam  engines  as  well  as materials to assemble approximately
twenty  more  engines.

DESCRIPTION OF PRINCIPAL PRODUCTS & SERVICES

     Dyna-Cam  has  a  proprietary  product  which  is  a  new  type of internal
combustion  engine.  The internal combustion engine can be utilized for boating,
automotive,  electric  generation,  lifting  of  water, aircraft and other uses.

     The  Dyna-Cam  engine  is  an  internal combustion engine where the pistons
drive a cam to generate power to the main shaft. The main shaft is in a parallel
direction  to piston movement, without connecting rods or crankshaft. The engine
has approximately 40% fewer moving parts than a conventional internal combustion
engine,  has  a  greater power to weight ratio, produces high torque at low rpm,
operates with less vibration, and  is  lighter  than  the  competition.

COMPETITIVE BUSINESS CONDITIONS

     Aero  Marine  has  many  competitors,  including  major automotive, engine,
marine,  and aircraft manufacturers, but it believes that it will be competitive
in  these  markets  due  to  the  reasons  mentioned  above.

NO  DEPENDENCE  ON  ONE  OR  A  FEW  CUSTOMERS

     Aero  Marine  has  a  few  customers at this time, and numerous others have
expressed  interest.

PATENTS, TRADEMARKS  &  LICENSES

     Aero Marine has one patent relating to the oiling and water cooling system.
In  addition,  Aero  Marine  has  eight  patent applications in process with one
relating  to cam shaft delivery to valve train. Aero Marine also has proprietary
intellectual property and is exploring the climate to protect its technology and
anticipates  taking  additional  steps  to  protect  its  technology.

NEED  FOR  GOVERNMENT  APPROVAL

     The  Dyna-Cam  engine  was FAA approved and it is expected that Aero Marine
will  receive  additional  FAA  approval  for  the  engine.

RESEARCH  &  DEVELOPMENT  OVER  PAST  TWO  YEARS

     Aero Marine has not engaged in research and development since its inception
in  December  2002,  but  Dyna-Cam  has  engaged  in  significant  research  and
development  for  approximately  forty  years  from which Aero Marine expects to
receive  substantial  benefits.

EMPLOYEES

     Aero  Marine  currently employs four full time personnel. Aero Marine plans
on  adding  several  key  staff  members  in  2003.  This  includes  marketing,
finance/administration,  highly  skilled  labor,  and  customer  service.



DESCRIPTION  OF  PROPERTY

     Aero  Marine  currently has a month to month lease of premises in Torrance,
California  where  the  Dyna-Cam engine has been produced. Over the next several
months,  Aero Marine will be analyzing the market to determine whether to remain
in  California  or  relocate  to the New York City area.

LEGAL PROCEEDINGS

None.

RISK FACTORS

     Dependence  Upon External Financing. It is imperative that we raise capital
to  expand  our  operations  and  stay  in  business.  We  require  capital  of
approximately  $2,000,000  to finalize our product and transact our first sales.
If  we  are  unable  to  obtain debt and/or equity financing upon terms that our
management  deems  sufficiently favorable, or at all, it would have a materially
adverse impact upon our ability to pursue our business strategy and maintain our
current  operations.

     Reliance  on  Key  Management.  Our  success  is  highly dependent upon the
continued  services  of  Garth  S. Bailey, our Chief Executive Officer, Patricia
Wilks  who  is expected to serve as our Marketing and Office Manager, and Dennis
Palmer  who  is  expected  to  serve  as  our  Operations Manager. If any of the
foregoing  persons  were  to leave us, it could have a materially adverse effect
upon  our  business  and  operations.  We  anticipate  entering  into employment
agreements  with the foregoing individuals, but can provide no assurance that we
will  come  to  terms  for  such  employment  agreements.

     Our  Product  is  Unproven. Our product has not been utilized for more than
two  years. Our product is currently in the prototype stage and is not currently
being  used.  Therefore,  we  provide  no  assurance  that  the  product will be
successful,  if,  and  when  completed.

     Even if Product is Successful, We May Be Unable to Sell Our Product. In the
event  we  are  successful  in completing our product, there can be no assurance
that  we will be able to sell our products at all, or enough at prices needed to
maintain  operations.

     Product  Liability.  In  the  event our product is completed, we may suffer
substantial  product  liability  in  the event that our product fails. We do not
currently  maintain  insurance  for  our product and product liability resulting
from  the failure of our product would most likely force us to cease operations.

ITEM  5.   OTHER  EVENTS.

     As  a  result  of the acquisition of Aero Marine and the change in focus of
the  Registrant's  business,  the Registrant is changing its name from Princeton
Ventures, Inc. to Aero Marine Engine, Inc. In addition, Locke Goldsmith resigned
as  an  officer  and  director  of Princeton Ventures, Inc. and Garth Bailey was
appointed  a  director and the Chief Executive Officer. Garth Bailey and William
Robertson  serve  as  the  Registrant's  directors.

     In  connection  with  the Share Exchange, it came to the attention that the
Amended  Bylaws  of the Registrant were amended by corporate minutes dated March
20,  2002  which corrected an error relating to Article XII, Section 45 relating
to  the  Board of Directors authority to amend the Corporation's Bylaws. Article
XII,  Section  45 of the Amended Bylaws was amended to provide that the Board of
Directors  shall  have  the  power to adopt, amend, or repeal Bylaws. On May 20,
2003, the Board of Directors further amended the bylaws by amending Article III,
Section  13  of  the  Amended  Bylaws  to  provide  that  any action required or
permitted  to  be  taken at a meeting of the stockholders may be taken without a
meeting  if,  before or after the action, a written consent thereto is signed by
stockholders  holding  at least a majority of the voting power, except that if a
different  proportion  of  voting  power  is  required  for  such an action at a
meeting,  that  that  proportion  of  written  consents  is  required.

ITEM  7.   FINANCIAL  STATEMENTS  AND  EXHIBITS.

Financial  Statements  of  Aero  Marine  Engine  Corp. and Dyna-Cam Engine
Corporation


(a)  Financial  Statements  of  Businesses  Acquired  To  Be  Provided

(b)  Pro  Forma  Financial  Information     To  Be  Provided

(c)  Exhibits:

     2.1  Exchange  Agreement
     2.2  Disposition of Collateral and Settlement Agreement
     3.2  Amended Bylaws


                                   Signatures

Pursuant  to  the  requirement  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  Ventures,  Inc.


July 8,  2003
    ---

/s/  Garth  Bailey
-------------------------------------
 Garth  Bailey
Chief  Executive  Officer