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                     U.S. 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

          For  the  fiscal  year  ended  June  30,  2002

[    ]      Transition Report Under  Section  13  Or  15(D)  Of  The  Securities
            Exchange  Act  Of  1934

          For  the  transition  period  from  _____  to  _____

COMMISSION  FILE  NUMBER     000-49698
                             ---------

                            PRINCETON VENTURES, INC.
                            ------------------------
                 (Name of small business issuer in its charter)


NEVADA                                      98  -  0353007
----------------------------------------    ------------
(State  or other jurisdiction of            (I.R.S. Employer
incorporation or organization)              Identification  No.)

304  -  595  HOWE  STREET
VANCOUVER,  BC,  CANADA                     V6C  27S
----------------------------------------    ------------
(Address of principal executive offices)    (Zip  Code)


604-669-2293
----------------------------------------
Issuer's  telephone  number


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

Securities  registered  under  Section 12(g) of the Exchange Act:  COMMON STOCK,
                                                                   -------------
                                                 PAR  VALUE  $0.001  PER  SHARE.
                                                 -----------------------------

Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 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  [  ]

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  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.  [    ]

State  issuer's  revenues  for  its  most  recent  fiscal  year  $NIL
                                                                 ----

State the aggregate market value of the voting and non-voting common equity held
by  non-affiliates computed by reference to the price at which the common equity
was  sold,  or  the  average  bid and asked price of such common equity, as of a
specified  date  within  the  past 60 days. (See definition of affiliate in Rule
12b-2  of  the  Exchange  Act.)  $106,020  based  on the last sales price of our
common  stock  of  $0.03  per  share  on  July  25,  2001

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of  the latest practicable date.   6,534,000 Shares of Common Stock
                                                --------------------------------

Transitional  Small Business Disclosure Format (check one): Yes  [   ]   No  [X]


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                                     PART I


ITEM  1.     DESCRIPTION  OF  BUSINESS.

General

We  are  an  exploration  stage  company.  We  plan  to ultimately engage in the
acquisition,  and exploration of mineral properties and exploit mineral deposits
demonstrating  economic feasibility.  We own an option to acquire an interest in
the mineral claims described below under the heading Merry Mineral Claims Option
Agreement.  Further  exploration  of  our  optioned  mineral  claims is required
before  a  final  evaluation  as  to  the  economic and legal feasibility of any
mineral  reserves  that  we  may  discover on our optioned mineral claims can be
completed.  There  is  no  assurance  that a commercially viable mineral deposit
exists  on  our optioned mineral claims.  Our plan of operations is to carry out
exploration work on the Merry Mineral Claims in order to ascertain whether these
claims possess commercially exploitable quantities of molybdenum or gold.  There
can be no assurance that a commercially exploitable mineral deposit, or reserve,
exists  in  the  Merry Mineral Claims until appropriate exploratory work is done
and  an  economic  evaluation  based  on  such  work concludes there is economic
feasibility.

Merry  Mineral  Claims  Option  Agreement

We  have  obtained the option to acquire a 100% interest in eight mineral claims
situated  in  the Province of British Columbia, Canada.  We refer to these eight
mineral  claims  as  the  Merry Mineral Claims.  We acquired our interest in the
Merry  Mineral  Claims  pursuant  to an agreement dated May 18, 2001 between Mr.
Alan  Brent  Hemingway  and us.  Mr. Hemingway is the owner of the Merry Mineral
Claims.  This option agreement was amended on November 30, 2001 in order to give
us  additional  time  in  which  to complete the exploration expenditures on the
Merry  Mineral  Claims.

In  consideration  for  the  grant  of  the option, we paid to Mr. Hemingway the
amount of $1,000 and we issued to Mr. Hemingway 5,000 shares of our common stock
on  May  18,  2001 in accordance with the terms of the option agreement.  We are
entitled  to  exercise  the  option  to  acquire  the 100% interest in the Merry
Mineral  Claims  by:

(A)  incurring  an aggregate of $135,000 of property exploration expenditures on
     the  Merry  Mineral  Claims  within  the  following  periods:

     (1)  $5,000  on  or  before  February  28,  2002;
     (2)  a  further  $10,000.00  on  or  before  December  31,  2002;
     (3)  a  further  $120,000.00  on  or  before  December  31,  2003;

(B)  issuing  to  Mr.  Hemingway  50,000  shares  of  our  common stock upon the
     completion  of  the  third  phase  of  the exploration program on the Merry
     Mineral  Claims  on  or  before  December  31,  2003.





The  time  for completion of the initial exploration expenditure requirement was
extended from November 30, 2001 to February 28, 2002 by agreement between us and
Mr.  Hemingway  dated  November  30,  2001.  We  have  satisfied  this  initial
exploration  expenditure  requirement  by  completing  the  initial phase of the
recommended  work  program  on  the  Merry  mineral  claims.

In  the  event  that  we  incur  exploration  expenditures,  in any of the above
periods, less than the required sum, we may, at our option, pay to Mr. Hemingway
the  difference  between  the amount actually spent and the required exploration
expenditure in full satisfaction of the exploration expenditures to be incurred.
In  the  event  that we incur exploration expenditures, in any period, more than
the required amount of exploration expenditures, then the excess will be carried
forward  and  applied to the required exploration expenditures to be incurred in
subsequent  periods.  If  we fail to incur any required exploration expenditures
during  any  applicable  period  or if we fail to issue the required shares, our
option  will  terminate  and we will have no further rights to the Merry mineral
claims.


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Property  exploration  expenditures  include  all  costs  of  acquisition  and
maintenance of the property, all expenditures on the exploration and development
of  the  property and all other costs and expenses of whatsoever kind or nature,
including  those of a capital nature, incurred or chargeable with respect to the
exploration of the property.  In addition, until we have secured a 100% interest
in  the  Merry mineral claims, we are obligated to maintain in good standing the
Merry  Mineral  Claims  by:

     (A)  the  doing and filing of assessment work or making of payments in lieu
          thereof;
     (B)  the  payment  of  taxes  and  rentals;  and
     (C)  the  performance  of  all  other  actions  necessary to keep the Merry
          Mineral  Claims  free  and  clear  of  all  liens  and  other charges.

Description  of  the  Merry  Mineral  Claims

The  Merry Mineral Claims consist of eight mineral claims in the Lillooet Mining
Division  of  Southwestern  British Columbia, Canada.  Mineral claims in British
Columbia  consist  of  units, with each unit being a square in shape covering 25
hectares  and  measuring  500  meters  on  each side. Each of our mineral claims
consists  of  one  unit.  The  total  area  of  the  Merry mineral claims, after
deducting  four  overlapping  claims, is estimated to be 494 acres.  The mineral
claims  are  described  as  follows:


Name of Mining Claim  Grant Number    Date of Recording        Expiry Date
--------------------  ------------    -----------------        ---------------

Merry  Me  1          370102          July  10,  1999          July  10,  2006
Merry  Me  2          370103          July  10,  1999          July  10,  2006
Merry  Me  3          370104          July  10,  1999          July  10,  2006
Merry  Me  4          370105          July  10,  1999          July  10,  2006
Merry  Me  5          370106          July  10,  1999          July  10,  2006
Merry  Me  6          370107          July  10,  1999          July  10,  2006
Mary  1               379151          July  10,  2000          July  10,  2007
Mary  2               379152          July  10,  2000          July  10,  2007


Mr.  Hemingway staked the Merry Mineral Claims in July 1999 and July 2000.   Mr.
Hemingway  is the legal owner of title to the mineral claims and no other person
has  any  interest in the mineral claims, other than our interest as a result of
the  option.  The  Province  of  British  Columbia  owns the land covered by the
mineral  claims.  The  expiry  date  of the Merry Mineral Claims was extended in
July  2002  based  on the exploration work we completed on the mineral claims as
part  of  the  first  phase  of  our  exploration  program.

Location  of  the  Merry  Mineral  Claims

The  Merry  Mineral  Claims  are  located  in  the  Lillooet  Mining Division of
southwestern  British  Columbia approximately 60 miles from the town of Lillooet
and  approximately 145 miles from the city of Vancouver.   Access to the mineral
claims  is  from  Vancouver  via  British  Columbia  Highway  99  to the town of
Pemberton  and  then  by  forest  access road to the Village of Gold Bridge, the
nearest  supply  center to the property.  Access to the mineral claims from Gold
Bridge is via gravel road requiring vehicles with four-wheel drive.  The central
part  of  the  Merry Mineral Claims is accessible during the snow free months of
the  year  from  May  until  November.

The  Merry  Mineral  Claims  are located on the northeastern slope of the Bendor
Range  of  the  Coast  Mountains  in southwestern British Columbia, Canada.  The
claim  area  occupies part of the Truax Creek valley, a steep valley that drains
northward  to  Carpenter  Lake,  approximately  1.5  miles  north of the mineral
claims.  Elevations  at the property range from about 4,166 feet above sea level
to about 5,642 feet above sea level.  The principal area of focus of exploration
on  the  mineral  claims  is at elevations of approximately 4,592 feet above sea
level.  Much  of  the  original  forest  covering the claims has been


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removed  by  recent  logging.  The  Truax  Creek is a permanent creek that flows
across  the  mineral  claims  and  provides  adequate water for mining purposes.

Initial  Geological  Report

We engaged John Ostler, M.Sc., P. Geo. to prepare a geological evaluation report
on  the  Merry Mineral Claims in June 2001.  The work completed by Mr. Ostler in
completing the geological report consisted of the acquisition of geological data
from  previous  geological  exploration  and  a  review  and  analysis  of  this
geological  data.  This data acquisition involved the research and investigation
of  historic  files to locate and retrieve data information acquired by previous
exploration  companies  in the area of the mineral claims.  The work involved in
this  data  acquisition  includes  map  and  report  reproduction,  drafting and
production  of  base  maps,  and  compilation  of preexisting information into a
common  database  and  maps.

We  received  the  initial  geological  evaluation  report on the mineral claims
prepared  by  Mr. Ostler on June 30, 2001.  The geological report summarizes the
results  of  the  history of the exploration of the mineral claims, the regional
and  local  geology  of  the  mineral  claims  and  the  mineralization  and the
geological  formations  identified  as  a  result of the prior exploration.  The
geological  report  also gives conclusions regarding potential mineralization of
the  mineral  claims  and recommends a further geological exploration program on
the  mineral  claims.

Exploration  History  of  the  Mineral  Claims

The  history  of  the  exploration  of  the  mineral claims is summarized in the
geological  report  that  we obtained from Mr. Ostler.  The following summary of
the  exploration  history of the mineral claims is based on Mr. Ostler's summary
of  this  exploration  history.

A.   The  original  mineral  claims were staked in 1932. The initial exploration
     was  conducted  from  1932  to  1936.

B.   A  truck  road  was  built up the Truax Creek through the mineral claims in
     1949.

C.   During  the period from 1960 to 1974, H. Street of Gold Bridge, BC acquired
     the  area  and  constructed  and  operated  a  small  ore-processing  mill.

D.   In  1980,  W.A.  Cook  staked  the  area and optioned a 50% interest in the
     property  to  Keron  Holdings Ltd. A further geological exploration program
     was  undertaken.

E.   In  1981,  the  property  was  optioned to Hudson's Bay Oil and Gas Company
     Limited who conducted further road building to provide access for drilling.
     Further soil and rock-chip sampling was conducted. Hudson's Bay dropped its
     option.

F.   In  1983,  W.A.  Cook  and Keron Holdings optioned the property to Andaurex
     Resources  Inc.  who  completed  a  total  of  2,861  feet  of drilling and
     calculated  an  estimate  of  resources  on  the  property.

G.   In  1987,  Pilgram  Holdings  Ltd  conducted  a  small  trenching  program.

H.   Subsequent  to  1987,  all  claims  on  the  property  lapsed.

I.   In  1999  and  2000, Mr. Hemingway staked the mineral claims and became the
     current owner. Mr. Hemingway conducted a preliminary exploration program in
     2000.

J.   Mr.  Hemingway  optioned  the  property  to  Princeton  Ventures  in  2001.


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Conclusions  of  the  Initial  Geological  Report

In  his  initial  geological  report,  Mr.  Ostler  identified  two  types  of
mineralization  events  on  the  Merry  mineral  claims.  The  first  event is a
molybdenum-bearing  quartz stockwork vein system that has been identified on the
Merry  Mineral  Claims  by  prior  exploration  .  The  second event consists of
high-grade,  gold-bearing  stibnite  veins  and  disseminations.  These  two
mineralization  events  are  the  targets of the three phase exploration program
recommended  by  the  geological  report.

A  stockwork  vein  system  present  on  the  Merry Mineral Claims consists of a
multitude  of  small  intersecting  veinlets  placed  at  several  preferred
orientations  throughout  the  host  rock.  On  the  Merry mineral claims, these
veinlets are filled with quartz and bear molybdenum.  Such stockwork systems are
typical of geological formations that host sufficient copper or molybdenum to be
mined  in  large-scale  open pits.  Mining of a typical stockwork vein system is
completed  by  mining all of the rock hosting the stockwork veins.  Accordingly,
the  amount  of metal in the veins and their density within the surrounding rock
determine  the  grade  and  the  economic  viability of stockwork vein deposits.

Prior  geological  exploration  on  the  Merry  property  in  1980 revealed that
molybdenite  mineralization  extends  an  unknown distance southeast of the Main
zone  near the centre of the property. This mineralization has a peripheral gold
halo  around  its  western  side.  Such  precious-metal  halos are common around
molybdenum  deposits.  The  geological  report  concluded  that  economic
concentrations of molybdenum mineralization may exist southeast of the main zone
of  the  Merry  mineral  claims.


The  second  target for exploration under the recommended geological exploration
program  is high-grade, gold-bearing stibnite veins that have been identified in
three  locations  on  the  Merry  Mineral Claims during prior exploration on the
Merry  property.  The  gold-bearing  stibnite  veins are very different from the
stockwork veinlets.  The stibnite veins are true fissure veins that can be mined
by  highly  selective  underground  methods.  If  these  veins  are sufficiently
extensive and thick, it would not be necessary to mine any unmineralized country
rock. One of the objectives of the recommended geological exploration program is
to  determine  the  extent  and  concentration  of  this  mineralization.

Current  State  of  Exploration


The  mineral  claims  presently  do  not  have any proven mineral reserves.  The
property  that  is the subject of the mineral claims is undeveloped and does not
contain  any  open-pit  or  underground  mines.  There  is  no  mining  plant or

equipment  located  on  the  property that is the subject of the mineral claims.
Currently,  there  is  no  power  supply  to  the  mineral  claims.

We  have  only  recently  commenced  exploration  of  the  mineral  claims  and
exploration  is  currently in the preliminary stages.  The status of our planned
exploration  program  is  discussed  in  detail  below.  Our planned exploration
program is exploratory in nature and there is no assurance that mineral reserves
will  be  proven.

Recommendations  of  the  Geological  Report

In  his  geological  report, Mr. Ostler, P. Eng. recommended the completion of a
three-phase  geological  work  program  on  the  Merry  Mineral Claims.  We have
completed  the  first  phase  of this exploration program and we have received a
geological  report  summarizing the conclusions and recommendations of this work
program  from  Mr.  Ostler.

The  first  phase of the exploration program was comprised of the acquisition of
satellite images of the mineral claims and a review of these satellite images to
determine if they contain anomalies caused by economic mineralization.  The cost
of  completion  of  the  first  phase  of  the  exploration  program was $5,000.

The  second phase of the exploration program is recommended to be comprised of a
magnetometer  survey  of  the  mineral  claims  using  a  base  station  and  a
programmable  field  magnetometer  and  geological


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review of the results of the magnetometer survey. This magnetometer survey would
be conducted using a grid pattern. The magnetometer survey would require a visit
to  the  site  of  the  mineral  claims. The estimated cost of completion of the
second  phase  of  the  exploration  program  is  $10,000.

1  Geologist:  9  days  @$400/day                       $2,400
---------------------------------------------------------------

1  Prospector:  9  days  @  $250/day                    $1,500
---------------------------------------------------------------


Food,  lodging  and  camp  costs:  9  days  @$100/day     $600
---------------------------------------------------------------


Transport  costs:  truck  rental  +  gasoline             $700
---------------------------------------------------------------

Magnetometer  rental:  9  days  @  $75/day                $450
---------------------------------------------------------------

Sampling  and  Assay  Costs                               $667
---------------------------------------------------------------

Report  Production                                      $1,000
---------------------------------------------------------------

Administration                                          $1,000
---------------------------------------------------------------

Contingency                                             $1,029

---------------------------------------------------------------


Goods  and  Services  Tax  (G.S.T).                       $654
---------------------------------------------------------------

Total  Phase  2  Budget                                $10,000
---------------------------------------------------------------


The  third phase of the exploration program is recommended to be comprised of an
induced polarization survey of the mineral claims and a geological review of the
results  of  the induced polarization survey.  This survey would use an expanded
version  of the grid program developed for the magnetometer survey.  The induced
polarization  survey  would  require  a visit to the site of the mineral claims.
The  estimated  cost of completion of the third phase of the exploration program
is  $120,000.

Line  cutting:  42  km  @  $1200/km  (all  inclusive  price)           $33,600
--------------------------------------------------------------------------------
Induced  polarization survey: 42 km @ $1500/km (all inclusive price)   $42,000
--------------------------------------------------------------------------------
Supervision  and  Engineering                                            $5000
--------------------------------------------------------------------------------
Report  production                                                      $4,000
--------------------------------------------------------------------------------
Environmental  Bond                                                     $2,000
--------------------------------------------------------------------------------
Administration                                                         $11,000
--------------------------------------------------------------------------------
Contingency                                                            $14,552
--------------------------------------------------------------------------------
Goods  and  Services  Tax  (G.S.T.)                                     $7,848
--------------------------------------------------------------------------------
Total  Phase  3  Budget                                               $120,000
--------------------------------------------------------------------------------


This  estimated  cost  of  each  phase of the exploration program outlined above
includes  the  cost  of  completing the geological review of the results of each
phase  and  the  preparation  of a geological report summarizing the results and
conclusions  of  each  phase.

The  geological  review  and  interpretations  required  in  each  phase  of the
exploration  program would be comprised of review of the data acquired from each
phase  of  the  exploration  program  and an analysis of this data to assess the
potential  mineralization  of  the mineral claims. Geological review entails the
geological  study  of  an  area  to  determine  the  geological characteristics,
identification  of rock types and any obvious indications of mineralization. The
purpose  of  undertaking the geological review would be to determine if there is
sufficient  indication for the area to host mineralization to warrant additional
exploration.   Positive  results  of each phase of the exploration program would
be  required  to  justify  continuing  with  the  next  phase of the exploration
program.  Such  positive  results  would  include the identification of zones of
mineralization.

Geological  Exploration  Program

We  accepted  the  recommendations  of the geological report and we proceeded in
fiscal  2002  with  the  first  phase  of the recommended geological exploration
program.   This  initial  work  program  was completed by Mr. Ostler in February
2002  at  a  cost  to  us  of  $5,000.   This  initial work program included the
acquisition  of  satellite  images  of the Merry Mineral Claims and a review and
analysis  of  these  images  by  Mr.  Ostler.



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The  completion  of this first phase satisfied the requirement under our amended
option  agreement  that we incur $5,000 in exploration expenditures on the Merry
Mineral  Claims  by  February  28,  2002.

We  have  received  a  geological  report  summarizing  the  conclusions  and
recommendations  of  the first phase of our exploration program from Mr. Ostler,
our  consulting geologist.  We have reviewed the conclusions and recommendations
of  Mr. Ostler based on his geological review of the results of the first phase.
Mr.  Ostler  concluded that the first phase of the exploration program indicated
that  gold  mineralization  is most likely to be found northwest of the main and
north  zones identified on the Merry property.  Mr. Ostler also concluded that a
body  of mineralization hosting molybdenum may exist in the southeast portion of
the  Merry  property.  Based on these conclusions, Mr. Ostler concluded that the
results  of  the first phase were sufficiently encouraging to justify continuing
with  the  next  phase  of  the  previously  recommended  program.

We  have  determined  that  the  results  of  the first phase of exploration are
sufficiently  positive  to  warrant  proceeding  with  the  second  phase  of
exploration.  The  budgeted  cost  of  this  second phase is $10,000 which is in
excess  of  our  current  cash and working capital.  Accordingly, our ability to
proceed  to  complete  this  second  phase  of exploration is contingent upon us
achieving  additional  financing.  If  we  are  able  to  raise  the  additional
financing,  we  will attempt to complete this phase in the fall of 2002 prior to
snowfall.   We  anticipate  that  we  would  engage  Mr. Ostler to complete this
second  phase  of  exploration.

If  we are able to complete the second phase of our exploration program, we will
assess  whether  to  proceed  to  the  third phase of the recommended geological
exploration program upon completion of an assessment of the results of phase two
of the geological exploration program. In completing this determination, we will
make  an  assessment  as  to  whether  the results of phase two are sufficiently
positive to enable us to achieve the financing necessary for use to proceed with
phase  two  of  the  exploration  program.  This  assessment  will  include  an
assessment of our cash reserves after the completion of phase two and the market
for  financing  of  mineral  exploration projects at the time of our assessment.

We  plan  to  engage  Mr. Ostler, P. Eng. to complete the geological reviews and
geological  reports  associated  with  both  phase  two  and  phase three of the
exploration  program  if  we proceed with these phases.  As discussed above, the
cost  of  Mr.  Ostler  of  completing  his  geological  review  and the required
geological  reports  is included in the budget for each phase of our exploration
program.

If  we  complete  all three phases of the exploration program and the results of
these  efforts  are  positive,  we will still have to undertake an extensive and
additional  exploration  program  which  might consist of further soil sampling,
geophysical  surveys,  trenching  or drilling before we will be able to identify
commercially-viable  reserves.  The  costs  of these subsequent programs will be
significantly  more  than  the costs set forth above for the initial three-phase
exploration  program.

Should  we decide at any time not to proceed to the next phase of the geological
work  program, we will use our remaining operating capital, if any, to obtain an
option  or  options on other mineral claims.  Funds will then be used to conduct
mineral  exploration  activities  on  those  claims.  It  is likely we will need
further  financing  to  pay  for  that  exploration.

Compliance  with  Government  Regulation

We  will be required to conduct all mineral exploration activities in accordance
with  the  Mining  Act  of British Columbia.  We will be required to obtain work
permits from the British Columbia Ministry of Energy Mines and Resources for any
exploration  work  that  results in a physical disturbance to the land.  We will
not  be  required  to  obtain a work permit for the first or second phase of our
exploration program as this phase will not involve any physical disturbance.  We
will  be  required to obtain a work permit if we proceed with the third phase of
our  exploration  program.  There is no charge to obtain a work permit under the
Mineral  Tenure  Act.  We  will  need  to  make  the  required submission to the
Ministry  of  Energy  Mines  and  Resources,  which  we will have our consultant
geologist  prepare on our behalf for a fee.  If our exploration program proceeds
to any trenching, drilling and bulk-sampling stages, we will be required to post
small  bonds  and  file statements of work with the Ministry of Energy Mines and
Resources.  We  will be required


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by  the  Mining  Act  to  undertake remediation work on any work that results in
physical  disturbance  to  the  land.  The  cost  of  remediation work will vary
according  to the degree of physical disturbance. An environmental review is not
required  under  the Environmental Assessment Act of British Columbia to proceed
with  the  recommended  exploration  program  on  our  mineral  claims.

We  have  budgeted  for  regulatory compliance costs in the proposed exploration
program  recommended by the geological report.  As mentioned above, we will have
to  sustain  the  cost  of  reclamation  and  environmental  mediation  for  all
exploration  and  other work undertaken.  The amount of these costs is not known
at  this  time as we do not know the extent of the exploration program that will
be  undertaken beyond completion of the recommended exploration program. Because
there is presently no information on the size, tenor, or quality of any resource
or  reserve  at  this time, it is impossible to assess the impact of any capital
expenditures  on  earnings  or  our  competitive  position.

Employees

We  have  no  employees  other  than  our  two  officers.

The  services  of  Mr.  Goldsmith  are  provided  to us pursuant to an executive
consulting  agreement  between  Mr.  Goldsmith  and  us.  We pay Mr. Goldsmith a
consulting  fee  of $750 per month in consideration for his providing management
and  administration  services to us.  The consulting fee will increase to $5,000
per  month in the event that Mr. Goldsmith is required to spend more than 50% of
his  business  time  on  our  business.  The  management agreement is for a term
commencing  July  1,  2001  and  expiring  on  June  30,  2003.

The  services  of  Mr.  Robertson  are  provided  to us pursuant to an executive
consulting  agreement  between  Mr.  Robertson  and  us.  We pay Mr. Robertson a
consulting  fee  of $750 per month in consideration for his providing management
and  administration  services to us.  The consulting fee will increase to $5,000
per  month in the event that Mr. Robertson is required to spend more than 50% of
his  business  time  on  our  business.  The  management agreement is for a term
commencing  July  1,  2001  and  expiring  on  June  30,  2003.

We  intend  to  conduct our business largely through agreements with consultants
and  arms-length  third  parties.

Research  and  Development  Expenditures

We  have  incurred  exploration  expenditures  in the amount of $6,481 since our
inception, of which $4,508 was incurred during the year ended June 30, 2002.  We
have  not  incurred  any  other  research  or development expenditures since our
incorporation.

Subsidiaries

We  do  not  have  any  subsidiaries.

Patents  and  Trademarks

We  do  not  own,  either  legally  or  beneficially, any patents or trademarks.


RISK  FACTORS

An  investment  in  our common stock involves a high degree of risk.  You should
carefully  consider  the risks described below and the other information in this
Annual  Report and in other information we file with the Securities and Exchange
Commission  before  investing in our common stock. If any of the following risks
occur,  our  business,  operating  results  and  financial  condition  could  be
seriously  harmed.  The trading


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price  of our common stock, if any, could decline due to any of these risks, and
you  may  lose  all  or  part  of  your  investment.

If  we  do  not  obtain  additional  financing,  our  business  will  fail

Our  current operating funds are less than necessary to complete the exploration
of  the optioned mineral claims, and therefore we will need to obtain additional
financing  in  order to complete our business plan.  As of June 30, 2002, we had
cash in the amount of $297.  We currently do not have any operations and we have
no  income.  Our business plan calls for significant expenses in connection with
the  exploration  of  our  optioned  mineral claims.  We will require additional

financing  in order to complete the full-recommended exploration program.  Phase
two and phase three of the recommended exploration program are estimated to cost
$130,000.  We  do  not have sufficient funds to pursue our business plan for the
next  12  months.  We will also require additional financing if the costs of the
exploration  of  our  optioned  mineral claims are greater than anticipated.  We
will  require  additional financing to sustain our business operations if we are
not  successful  in  earning  revenues  once exploration is complete.  We do not
currently have any arrangements for financing and we can provide no assurance to
investors  that we will be able to obtaining financing when required.  Obtaining
additional  financing  would  be  subject  to a number of factors, including the
results  of  our  geological exploration, market prices for molybdenum and gold,
investor  acceptance of our property, and investor sentiment.  These factors may
make the timing, amount, terms or conditions of additional financing unavailable
to  us.

If  we  complete a financing through the sale of additional shares of our common
stock,  shareholders  will  experience  dilution

The  most likely source of future financing presently available to us is through
the sale of our common stock.  Any sale of share capital will result in dilution
to  existing  shareholders.  The  only  other  anticipated  alternative  for the
financing  of  further exploration would be the offering by us of an interest in
our  properties  to  be  earned by another party or parties carrying out further
exploration  thereof,  which  is  not  presently  contemplated.

If  we  do  not conduct mineral exploration on our mineral claims or pay fees in
lieu  of  mineral  exploration,  our  mineral  claims  will  lapse

We  must  complete mineral exploration work on our Merry Mineral Claims and make
filings  with  the  Province of British Columbia regarding the work completed or
pay  filing fees in lieu of completing work on our claims.  If we do not conduct
any  mineral  exploration on our claims or make the required payments in lieu of
completing  mineral exploration, then our claims will lapse and we will lose all
interest  that we have in these mineral claims.  The expiry dates of our mineral
claims  are  currently  July  10,  2006  and  July  10,  2007.

If  we  do  not issue the shares and incur the exploration expenditures required
for  us  to  exercise  our  option  to  acquire an interest in the Merry mineral
claims,  we  will lose our interest in the Merry Mineral Claims and our business
may  fail

We  are  obligated  to  issue  additional  shares  of our common stock and incur
exploration expenditures on our optioned mineral claims in order to exercise the
option  and obtain a 100% interest in the Merry mineral claims. We must issue an
additional  50,000  additional  shares of our common stock and incur exploration
expenditures  in  the  aggregate  amount  of  $135,000 in order to exercise this
option.  This  exploration  expenditure  requirement includes the requirement to
incur  exploration  expenditures  in the amount of $10,000 by December 31, 2002.
We  will  require  substantial  additional  capital  to  fund  the  additional
exploration  expenditures  required  to  enable  us to exercise the option.  Our
current  cash  reserves of $297 as of June 30, 2002 are not sufficient to enable
us  to  complete  these  required  exploration  expenditures  without additional
financing.  If  we  do  not issue the additional shares or incur the exploration
expenditures  required  by the option agreement, we will forfeit our interest in
the  optioned  mineral  claims and will have no interest in the optioned mineral
claims.  We  have  no  agreements for additional financing and we can provide no
assurance  to  investors  that  additional  funding  will  be available


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to  us  on  acceptable  terms,  or  at  all, to continue operations, to fund new
business  opportunities or to execute our business plan. If we lose our interest
in  the  optioned mineral claims, then we will have no business assets and there
is  a  substantial  risk  that  our  business  will  fail.

Because  we  have  not  commenced  business  operations,  we face a high risk of
business  failure

We  have  only  recently begun the initial stages of exploration of our optioned
mineral  claims, and thus have no way to evaluate the likelihood that we will be
able to operate the business successfully.  We were incorporated on May 10, 2001
and  to  date  have  been  involved  primarily in organizational activities, the
acquisition of the optioned mineral claims, obtaining a geological report on our
mineral claims and the completion of the first phase of our exploration program.
We  have  not  earned  any revenues as of the date of this prospectus. Potential
investors  should  be  aware  of  the  difficulties  normally encountered by new
mineral  exploration companies and the high rate of failure of such enterprises.
The likelihood of success must be considered in light of the problems, expenses,
difficulties,  complications  and  delays  encountered  in  connection  with the
exploration of the mineral properties that we plan to undertake. These potential
problems  include,  but  are  not limited to, unanticipated problems relating to
exploration,  and  additional  costs  and  expenses  that  may  exceed  current
estimates.

Because  we  anticipate  our  operating  expenses  will  increase  prior  to our
achieving  revenues,  we  may  never  achieve  profitability

Prior  to  completion of our exploration stage, we anticipate that we will incur
increased  operating  expenses  without  realizing  any  revenues.  We therefore
expect  to  incur  significant  losses  into  the  foreseeable future.  From our
inception to June 30, 2002, our losses totaled $85,115.  We recognize that if we
are unable to generate significant revenues from the exploration of our optioned
mineral  claims  and  the production of minerals thereon, if any, we will not be
able  to earn profits or continue operations.  There is no history upon which to
base  any  assumption as to the likelihood that we will prove successful, and we
can  provide  investors  with  no  assurance that we will generate any operating
revenues  or  ever  achieve  profitable  operations.  If  we are unsuccessful in
addressing  these  risks,  our  business  will  most  likely  fail.

Because  of the speculative nature of exploration of mining properties, there is
substantial  risk  that  no  commercially exploitable minerals will be found and
this  business  will  fail

The  search  for  valuable  minerals  as  a  business is extremely risky. We can
provide  investors  with  no  assurance  that  the  mineral  claims that we have
optioned  contain  commercially  exploitable  reserves  of  molybdenum  or gold.
Exploration  for  minerals  is  a  speculative  venture  necessarily  involving
substantial  risk.  The  expenditures to be made by us in the exploration of the
optioned  mineral  properties  may  not  result  in  the discovery of commercial
quantities  of ore.  Problems such as unusual or unexpected formations and other
conditions  are involved in mineral exploration and often result in unsuccessful
exploration efforts. In such a case, we would be unable to complete our business
plan.

Because of the inherent dangers involved in mineral exploration, there is a risk
that  we  may  incur  liability  or  damages  as  we  conduct  our  business

The search for valuable minerals involves numerous hazards.  As a result, we may
become  subject to liability for such hazards, including pollution, cave-ins and
other  hazards  against which we cannot insure or against which we may elect not
to  insure.  The  payment of such liabilities may have a material adverse effect
on  our  financial  position.

Even  if  we  discover  commercial  reserves  of precious metals on our optioned
mineral  properties,  we  may  not  be  able  to  successfully obtain commercial
production

The  optioned  mineral  claims  do not contain any known bodies of ore.   If our
exploration  programs  are  successful in establishing ore of commercial tonnage
and  grade, we will require additional funds in order to place the Merry Mineral
Claims  into  commercial production.  At this time we can provide investors with
no  assurance  that  we  will  be  able  to  obtain  such  financing.

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Because  access  to our mineral claims is often restricted by inclement weather,
we  will  be  delayed  in  our  exploration  and  any  future  mining  efforts

Access to the Merry Mineral Claims is restricted through most of the year due to
snow  and  storms  in the area.  As a result, any attempt to test or explore the
property  is  largely  limited  to  the  few months out of the year when weather
permits  such activities.  These limitations can result in significant delays in
exploration  efforts,  as  well  as  mining  and  production  in  the event that
commercial  amounts  of  minerals are found.  Such delays can have a significant
negative  effect  on  our  results  of  operations.

If  we  are  unable  to  hire  and  retain  key personnel, we may not be able to
implement  our  business  plan  and  our  business  will  fail

Our  success  will  be largely dependent on our ability to hire highly qualified
personnel  with  experience in geological exploration.  These individuals may be
in  high  demand  and  we  may  not  be  able  to attract the staff we need.  In
addition,  we  may  not be able to afford the high salaries and fees demanded by
qualified  personnel,  or  may  lose  such  employees  after  they  are  hired.
Currently,  we  have  not  hired  any  key  personnel.  Our  failure to hire key
personnel  when needed would have a significant negative effect on our business.

Because  our  president  has  only agreed to provide his services on a part-time
basis,  he  may  not be able or willing to devote a sufficient amount of time to
our  business  operations,  causing  our  business  to  fail

Mr.  Goldsmith,  our  president,  is  a  geological  consultant who provides his
services  to many companies involved in geological exploration.  We have entered
into  a  management consulting agreement that obligates Mr. Goldsmith to provide
his services to us on a part-time basis.  This agreement, however, provides that
Mr. Goldsmith is entitled to pursue other business activities during the term of
his  consulting agreement, provided that these other activities do not interfere
with  Mr.  Goldsmith's  obligations  to  us.  Mr. Goldsmith anticipates spending
approximately  15%  of  his  business  time  on our business activities.  If the
demands  of  our business require the full business time of our president, there
is no assurance that Mr. Goldsmith will be able to devote sufficient time to the
management  of  our  business.  In addition, our management consulting agreement
with  Mr.  Goldsmith does not enable us to require that Mr. Goldsmith devote his
full  business  time  to  our  business.

As  we  undertake  exploration  of  our  mineral  claims,  we will be subject to
compliance  with government regulation that may increase the anticipated cost of
our  exploration  program

There  are  several  governmental  regulations  that  materially  restrict  the
exploration  of  minerals.  We  will  be  subject  to  the Mining Act of British
Columbia  as we carry out our exploration program.  We may be required to obtain
work  permits,  post  bonds  and  perform  remediation  work  for  any  physical
disturbance  to  the  land in order to comply with these regulations.  While our
planned  exploration  program budgets for regulatory compliance, there is a risk
that  new  regulations could increase our costs of doing business and prevent us
from  carrying  our  exploration  program.

If  we receive positive results from our exploration program and we determine to
pursue  commercial  production,  we  may  be  subject to an environmental review
process  that  may  delay  or  prohibit  our proceeding to commercial production

If  the  results  of  our  geological  exploration program indicate commercially
exploitable reserves, of which there is no assurance, and we determine to pursue
commercial  production  of  our  mineral  claims,  we  may  be  subject  to  an
environmental  review  process  under  environmental  assessment  legislation.

Compliance  with  an  environmental  review  process may be costly and may delay
commercial  production.  Furthermore, there is the possibility that we would not
be  able  to  proceed  with  commercial  production  upon  completion  of  the

environmental  review process if government authorities did not approve our mine
or  if the costs of compliance with government regulation adversely affected the
commercial  viability  of  the  proposed  mine.


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If a market for our common stock does not develop, shareholders may be unable to
sell  their  shares

There  is  currently  no  market  for  our  common  stock  and we can provide no
assurance  that  a  market  will  develop.  We  are  currently in the process of
applying  for  trading of our common stock on the NASD over the counter bulletin
board.  However, we can provide investors with no assurance that our shares will
be  traded  on  the  bulletin  board  or,  if  traded, that a public market will
materialize.  If  our  common  stock is not traded on the bulletin board or if a
public  market  for our common stock does not develop, investors may not be able
to  re-sell the shares of our common stock that they have purchased and may lose
all  of  their  investment.

Because  of  the high degree of control that could be exercised by Mr. Goldsmith
and  Mr.  Robertson, investors may find that Mr. Goldsmith and Mr. Robertson may
be  able to exercise a high degree of influence over our key corporate decisions

Collectively,  Mr.  Locke  Goldsmith  and  Mr.  William  Robertson  control
approximately  45.91%  of  the outstanding shares of our common stock. They also
serve  as  our only two directors and fill all of our current officer positions.
These  individuals  have  tremendous influence and control over our corporation.
Accordingly,  they  have significant influence in determining the outcome of all
corporate  transactions  or other matters, including mergers, consolidations and
the  sale  of  all  or  substantially  all  of  our assets, The interests of Mr.
Goldsmith  and  Mr.  Robertson  may  differ  from  the  interests  of  the other
stockholders  and  thus  result  in  corporate  decisions  with  which  other
stockholders  do  not  agree.

If  a  market  for  our  common  stock develops, our stock price may be volatile

If  a  market for our common stock develops, we anticipate that the market price
of  our common stock will be subject to wide fluctuations in response to several
factors,  including:

          (1)  the  results  of  our  geological  exploration  program;
          (2)  our  ability  or  inability  to  achieve  financing;
          (3)  commodity  prices  for  molybdenum  and  gold;  and
          (4)  conditions  and  trends  in  the  mining  industry.

Further,  if  our  common  stock is traded on the NASD over the counter bulletin
board,  our  stock  price  may  be  impacted  by  factors  that are unrelated or
disproportionate  to  our operating performance.   These market fluctuations, as
well  as  general economic, political and market conditions, such as recessions,
interest  rates  or international currency fluctuations may adversely affect the
market  price  of  our  common  stock.


If  the  selling  shareholders  sell  a large number of shares all at once or in
blocks,  the  market  price  of  our  shares  would  most  likely  decline.

We  have  filed  a  registration  statement  on Form SB-2 to qualify the sale of
3,529,000  shares  of  our common stock by the selling shareholders named in the
registration statement. The selling shareholders are not restricted in the price
they can sell the common stock.  Our common stock is presently not traded on any
market  or  securities  exchange,  but should a market develop, shares sold at a
price  below  the current market price at which the common stock is trading will
cause  that  market  price  to decline.   Moreover, the offer or sale of a large
number  of  shares  at  any  price  may  cause  the  market  price to fall.  The
outstanding  shares  of  common  stock  covered  by  the  registration statement
represent  54%  of  our  common  shares  currently  outstanding.

Because  our stock is penny stock, shareholders will be limited in their ability
to  sell  their  stock

The  shares  of our common stock constitute penny stock under the Securities and
Exchange  Act.  The  shares  will remain penny stock for the foreseeable future.
The classification of penny stock makes it


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more  difficult  for  a broker-dealer to sell the stock into a secondary market,
which  makes  it  more  difficult  for  a  purchaser  to  liquidate  his  or her
investment.  Any  broker-dealer  engaged  by  the  purchaser  for the purpose of
selling  his  or her shares in Princeton Ventures will be subject to rules 15g-1
through  15g-10  of the Securities and Exchange Act. Rather than creating a need
to  comply  with those rules, some broker-dealers will refuse to attempt to sell
penny  stock.  See  discussion  of  rules governing penny stocks below under the
heading,  Item  5.  - Market for Common Equity and Related Stockholder Matters -
"No  Public  Market  for  Common  Stock."


ITEM  2.     DESCRIPTION  OF  PROPERTY.

We  have  an  option  to acquire a 100% interest in the Merry mineral claims, as
described  in  Item  1.  -Description  of Business - Merry Mineral Claims Option
Agreement.  We do not own or lease any property other than our option to acquire
an  interest  in  the  Merry  mineral  claims.


ITEM  3.     LEGAL  PROCEEDINGS.

We  are not currently a party to any legal proceedings.  We are not aware of any
legal  proceeding  threatened  against  us.


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

No  matters  were submitted to our security holders for a vote during the fourth
quarter  of  our  fiscal  year  ended  June  30,  2002.


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                                     PART II


ITEM  5.     MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS.

No  Public  Market  for  Common  Stock

There  is  presently no public market for our common stock.  We have applied for
trading of our common stock on the over the counter bulletin board.  However, we
can  provide  no  assurance that our shares will be traded on the bulletin board
or,  if  traded,  that  a  public  market  will  materialize.

The Securities Exchange Commission has adopted rules that regulate broker-dealer
practices  in  connection  with  transactions  in penny stocks. Penny stocks are
generally  equity  securities  with  a  price  of  less  than  $5.00 (other than
securities  registered on certain national securities exchanges or quoted on the
Nasdaq  system,  provided that current price and volume information with respect
to  transactions in such securities is provided by the exchange or system).  The
penny  stock  rules  require  a broker-dealer, prior to a transaction in a penny
stock  not  otherwise  exempt  from  those  rules,  deliver  a standardized risk
disclosure  document  prepared  by  the  Commission,  which:  (a)  contains  a
description  of  the  nature and level of risk in the market for penny stocks in
both  public  offerings and secondary trading; (b) contains a description of the
broker's  or  dealer's  duties  to  the  customer and of the rights and remedies
available  to  the  customer with respect to a violation to such duties or other
requirements  of  Securities'  laws;  (c)  contains  a  brief,  clear, narrative
description  of  a  dealer  market,  including "bid" and "ask"  prices for penny
stocks  and  significance  of the spread between the "bid" and "ask" price;  (d)
contains a toll-free telephone number for inquiries on disciplinary actions; (e)
defines  significant  terms  in  the  disclosure  document  or in the conduct of
trading  in penny stocks; and (f) contains such other information and is in such
form  (including  language,  type,  size  and  format),  as the Commission shall
require  by  rule  or regulation.  The broker-dealer also must provide, prior to
effecting  any transaction in a penny stock, the customer (a) with bid and offer
quotations  for  the  penny stock; (b) the compensation of the broker-dealer and
its  salesperson  in the transaction; (c) the number of shares to which such bid
and  ask prices apply, or other comparable information relating to the depth and
liquidity  of  the  market  for  such  stock; and (d) monthly account statements
showing the market value of each penny stock held in the customer's  account. In
addition,  the  penny stock rules require that prior to a transaction in a penny
stock  not  otherwise  exempt  from  those  rules; the broker-dealer must make a
special  written determination that the penny stock is a suitable investment for
the  purchaser and receive the purchaser's written acknowledgment of the receipt
of  a  risk  disclosure statement, a written agreement to transactions involving
penny  stocks,  and  a  signed  and  dated copy of a written suitably statement.
These  disclosure  requirements  may  have  the  effect  of reducing the trading
activity  in  the  secondary market for our stock if it becomes subject to these
penny  stock  rules. Therefore, if our common stock becomes subject to the penny
stock  rules,  stockholders  may  have  difficulty  selling  those  securities.

Holders  of  Common  Stock


As  of the date of October 8, 2002, there were 34 registered shareholders of our
common  stock.

Dividends

There  are  no  restrictions  in  our  Articles  of Incorporation or bylaws that
restrict  us  from  declaring  dividends.  The Nevada Revised Statutes, however,

prohibit  us  from  declaring  dividends  where,  after  giving  effect  to  the
distribution  of  the  dividend:

     (A)  we  would not be able to pay our debts as they become due in the usual
          course  of  business;  or

     (B)  our  total assets would be less than the sum of our total liabilities,
          plus  the  amount  that  would  be  needed  to  satisfy  the rights of
          shareholders  who have preferential rights superior to those receiving
          the  distribution.


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We have neither declared nor paid any cash dividends on our capital stock and do
not  anticipate  paying  cash  dividends  in the foreseeable future. Our current
policy  is  to  retain  any  earnings  in  order to finance the expansion of our
operations. Our board of directors will determine future declaration and payment
of dividends, if any, in light of the then-current conditions they deem relevant
and  in  accordance  with  the  Nevada  Revised  Statutes.

Recent  Sales  of  Unregistered  Securities

We  issued  3,000,000  shares  of  common  stock on May 16, 2001 to Mr. Locke B.
Goldsmith  and  Mr. William C. Robertson.  Mr. Goldsmith is one of our directors
and  is  our  president  and  chief  executive  officer.  Mr. Goldsmith acquired
1,500,000  shares  at  a  price  of $0.001 per share for total proceeds to us of
$1,500.  Mr.  Robertson  is one of our directors and is our secretary, treasurer
and chief financial officer.  Mr. Robertson acquired 1,500,000 shares at a price
of  $0.001  per  share  for  total  proceeds to us of $1,500.  These shares were
issued  pursuant  to Section 4(2) of the Securities Act of 1933 (the "Securities
Act")  and  are  restricted  shares  as  defined  in  the  Securities  Act.

We  issued  5,000  shares  of our common stock on May 18, 2001 to Mr. Alan Brent
Hemingway  as  required  pursuant  to  the  option agreement entered between Mr.
Hemingway  and  us.  The  shares  were  issued  pursuant  to Regulation S of the
Securities  Act  and  appropriate  legends were affixed to the stock certificate
issued  to  Mr.  Hemingway.

We  completed  an offering of 3,199,000 shares of our common stock at a price of
$0.015  per  share  to  a total of twenty-nine purchasers on June 30, 2001.  The
total  amount  we  received  from  this  offering  was $47,985. We completed the
offering  pursuant  to  Regulation  S  of  the  Securities  Act.  Each purchaser
represented  to  us  that he was a non-US person as defined in Regulation S.  We
did  not  engage  in a distribution of this offering in the United States.  Each
purchaser  represented  his  intention  to acquire the securities for investment
only  and not with a view toward distribution.  Appropriate legends were affixed
to  the stock certificate issued to each purchaser in accordance with Regulation
S.  Each  investor  was given adequate access to sufficient information about us
to  make  an  informed  investment  decision.  None  of the securities were sold
through  an underwriter and accordingly, there were no underwriting discounts or
commissions  involved.  No  registration  rights  were  granted  to  any  of the
purchasers.

We  completed  an  offering  of 330,000 shares of our common stock at a price of
$0.03 per share to a total of two purchasers on July 25, 2001.  The total amount
we received from this offering was $9,900. We completed the offering pursuant to
Regulation  S  of  the Securities Act.  Each purchaser represented to us that he
was  a  non-US  person  as  defined  in  Regulation  S.  We  did not engage in a
distribution  of this offering in the United States.  Each purchaser represented
his  intention to acquire the securities for investment only and not with a view
toward  distribution.  Appropriate legends were affixed to the stock certificate
issued  to  each  purchaser  in accordance with Regulation S.  Each investor was
given  adequate  access  to  sufficient information about us to make an informed
investment  decision.  None  of  the securities were sold through an underwriter
and  accordingly,  there were no underwriting discounts or commissions involved.
No  registration  rights  were  granted  to  any  of  the  purchasers.


ITEM  6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION.

Our business plan is to proceed with the exploration of the Merry Mineral Claims
to  determine  whether  these  mineral  claims  possess commercially exploitable
reserves  of molybdenum and gold.  We have proceeded with the first phase of the
exploration  program  recommended  by the geological report at a cost of $5,000.
Completion  of  phase  one satisfied the exploration expenditures required to be
completed  by February 28, 2002 under our option agreement for the Merry mineral
claims,  as  amended.

We  have  received  a  geological  report  summarizing  the  conclusions  and
recommendations  of  the first phase of our exploration program from Mr. Ostler,

our  consulting geologist.  We have reviewed the conclusions and recommendations
of  Mr. Ostler based on his geological review of the results of the first


                                    15 of 27

<PAGE>

phase. We have determined that the results of the first phase of exploration are
sufficiently  positive  to  warrant  proceeding  with  the  second  phase  of
exploration.  The  budgeted  cost  of  this  second phase is $10,000 which is in
excess  of  our  current  cash and working capital. We will attempt to raise the
funds to complete this second phase through a private placement financing of our
common  stock.  If  we  are unable to complete a private placement financing, of
which  there is no assurance, Mr. William Robertson, our chief financial officer
and  a  principal  shareholder, has indicated he may advance sufficient funds to
enable us to complete the work program as a shareholders loan. If we are able to
raise  the  additional  financing, we will attempt to complete this phase in the
fall of 2002 prior to snowfall. We anticipate that we would engage Mr. Ostler to
complete  this  second  phase  of  exploration.

If  we are able to complete the second phase of our exploration program, we will
assess  whether  to  proceed  to  the  third phase of the recommended geological
exploration program upon completion of an assessment of the results of phase two
of the geological exploration program. In completing this determination, we will
make  an  assessment  as  to  whether  the results of phase two are sufficiently
positive to enable us to achieve the financing necessary for use to proceed with
phase  two  of  the  exploration  program.  This  assessment  will  include  an
assessment of our cash reserves after the completion of phase two and the market
for  financing of mineral exploration projects at the time of our assessment. If
we  determine  to proceed with the third phase, it will not be possible to start
the  third  phase  until  the  summer  of  2003 at the earliest due to the short
snow-free  period of access of the mineral claims. The central part of the Merry
Mineral  Claims  is  accessible during the snow free months of the year from May
until  November,  with  variations  from  year  to  year.

We  had  cash  in  the  amount of $297 as of June 30, 2002 and a working capital
deficit  of  $24,155  as  of  June 30, 2002.  The anticipated cost of the second
phase  of the exploration program is $10,000.  The anticipated cost of the third
phase of the exploration program is $120,000.  As these anticipated costs are in
excess  of  our  current cash reserves and we have a working capital deficit, we
will require additional financing in order to proceed with each of phase two and
phase  three  of our exploration program.  We anticipate that additional funding
will  be  in the form of equity financing from the sale of our common stock or a
loan  from  one  of  our directors, of which there is no assurance.  However, we
cannot  provide  investors  with  any  assurance  that  we will be able to raise
sufficient  funding from the sale of our common stock to fund phase three of the
exploration  program.  We believe that debt financing will not be an alternative
for  funding  additional  phases of the exploration program.  We do not have any
arrangements  in  place  for  any  future  equity  financing.

We  anticipate  that  we  will incur the following expenses over the next twelve
months:

1.   $10,000  in  connection  with  the  completion  of  the second phase of our
     recommended  geological work program, if we are able to raise the financing
     required  to  proceed  with  this  phase;

2.   $18,000 for payments to Mr. Locke Goldsmith and Mr. William Robertson under
     their  consulting  agreements;

3.   $15,000 for operating expenses, including professional legal and accounting
     expenses  associated  with  our  becoming  a  reporting  issuer  under  the
     Securities  Exchange  Act  of  1934;


We  had  cash  in  the  amount of $297 as of June 30, 2002 and a working capital
deficit  of  $24,155  as of June 30, 2002.  Our total expenditures over the next
twelve  months  are  anticipated  to  be  $43,000.  Accordingly, we will require
additional  financing in the minimum amount of approximately $68,000 to fund our
operations  for  the  next  twelve  months.

If  we  do  not  complete the exploration expenditures required under the option
agreement  for the Merry mineral claims, including the completion of exploration
expenditures  in  the  amount  of  $10,000 by December 31, 2002, our option will
terminate  and  we  will  lose  all our rights and interest in the Merry mineral
claims.  If  we  do  not  secure  additional  financing  to  incur  the required
exploration expenditures, we may consider bringing in a joint venture partner to
provide  the  required  funding.  We have not undertaken any efforts to locate a
joint  venture  partner.  In  addition,  we  cannot  provide  investors with any
assurance


                                    16 of 27

<PAGE>

that  we  will  be  able to locate a joint venture partner who will assist us in
funding  the  exploration  of the Merry mineral claims. If our option lapses, we
plan  to  pursue  the  acquisition  of  an  interest in other mineral claims. We
anticipate  that  any  future  acquisition  would  involve the acquisition of an
option to earn an interest in a mineral claim as we anticipate that we would not
have  sufficient cash to purchase a mineral claim of sufficient merit to warrant
exploration.

Results  Of  Operations  for  Year  ended  June  30,  2002

We  did  not  earn  any revenues during the year ended June 30, 2002.  We do not

anticipate  earning  revenues until such time as we have entered into commercial
production of our mineral properties.  We are presently in the exploration stage
and  we  can provide no assurance that we will discover commercially exploitable
levels  of  mineral  resources  on  our  properties,  or  if  such resources are
discovered,  that  we  will  enter  into  commercial  production  of our mineral
properties.

We  incurred operating expenses in the amount of $73,485 for the year ended June
30, 2002. The largest component of our operating expenses were professional fees
in  the amount of $39,815 during the year ended June 30, 2002 that were incurred
in  connection  with  our  corporate  organization and our filing a registration
statement  with  the  Securities and Exchange Commission. We anticipate that our
professional  fees  will  remain  significant  due  to  our  ongoing  reporting
requirements  as  a reporting company under the Securities Exchange Act of 1934.
We  paid consulting fees in the amount of $26,625 during the year ended June 30,
2002.  These  consulting  fees included consulting fees in the amount of $18,000
paid  to  our  two  executive officers, Mr. Locke Goldsmith, our chief executive
officer,  and Mr. William Robertson, our chief financial officer.    We incurred
exploration  expenditures  in  the  amount of $4,508 for the year ended June 30,
2002  in  connection  with  our completion of the first phase of the recommended
exploration  program  on  the  Merry  Mineral  Claims

We  anticipate  that  we  will not incur increased operating expenses until such
time  as  we  achieve  the  financing  required  to  enable us to pursue further
exploration  of  our  optioned  mineral  property.  Our  operating expenses will
increase  if  we  are  able  to  achieve the required financing and determine to
proceed  with  further  exploration.

We  incurred  a  loss  of $73,485 for the year ended June 30, 2002.  Our loss is
entirely  attributable  to  our  operating  expenses.

Liquidity  and  Capital  Resources

We  had  cash of $297 as of June 30, 2002 compared to cash of $31,853 as of June
30,  2001.  We  had  a  working  capital  deficit of $24,155 as of June 30, 2002
compared  to  positive  working  capital  of  $39,430  as  of June 30, 2001.  We
obtained a loan in the amount of $8,880 during the year ended June 30, 2002 from
Mr.  William  Robertson,  a  director  and  our  chief  financial  officer.

We  have  not  attained  profitable  operations and are dependent upon obtaining
financing  to  pursue  exploration  activities.  For  these reasons our auditors
stated  in  their  report  that  they  have substantial doubt we will be able to
continue  as  a  going  concern.

We  will  require additional financing in order to enable us to proceed with any
further  exploration  of  our  mineral  claims, as discussed above under Plan of
Operations,  and  to complete the required payments and exploration expenditures
to  maintain  our  option.   In  addition,  we  anticipate  that we will require
approximately  $68,000  over  the  next twelve months to pay for our expenses in
pursuing  our  plan  of  operations,  as outlined above, and to fund our working
capital  deficit.  These  cash  requirements  are  in excess of our current cash
resources.  Accordingly,  we  will  require  additional  financing  in  order to
continue  operations.  We  have  no  arrangements  in  place  for any additional
financing and there is no assurance that we will achieve the required additional
funding. We have not purchased or sold any plant or significant equipment and do
not  expect  to  do  so  in  the  foreseeable  future.


                                    17 of 27

<PAGE>


ITEM  7.     FINANCIAL  STATEMENTS.

Index  to  Audited  Financial  Statements  for  the  Year  Ended  June 30, 2002:

1.   Auditors'  Report;

2.   Balance  Sheets  as  at  June  30,  2002  and  2001;

3.   Statement  of Operations and Deficit for the year ended June 30, 2002, from
     inception (May 10, 2001) to June 30, 2001 and from inception (May 10, 2001)
     to  June  30,  2002;

4.   Statement  of  Stockholders'  Equity  from  inception  to  June  30,  2002;

5.   Statement  of  Cash  Flows for the year ended June 30, 2002, from inception
     (May  10,  2001) to June 30, 2001 and from inception (May 10, 2001) to June
     30,  2002;

6.   Notes  to  Financial  Statements.


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

Not  applicable.

                                    18 of 27


<PAGE>



                                    PART III


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

Our  executive officers and directors and their respective ages as of October 8,
2002  are  as  follows:

Directors:


Name  of  Director          Age
----------------------      -----
Locke  B.  Goldsmith         61
William  C.  Robertson       28


Executive  Officers:

Name  of  Officer            Age     Office
--------------------        -----    -------
Locke  B.  Goldsmith         61      President  and Chief Executive Officer
William  C.  Robertson       28      Secretary,  Treasurer  and  Chief
                                     Financial  Officer

Set forth below is a brief description of the background and business experience
of  each  of  our  executive  officers  and  directors  for the past five years.

Mr.  Locke  B.  Goldsmith  is our president and chief executive officer and is a
member  of  our board of directors.  Mr. Goldsmith was appointed to our board of
directors  and  as  our  president  and chief executive officer on May 10, 2001.

Mr.  Goldsmith  is  a  graduate  of  the  Haileybury School of Mines in Ontario,
Canada.  Mr. Goldsmith received his B.Sc. (Honours) in Geology from the Michigan
Technological  University.  Mr.  Goldsmith  receive his M.Sc in Geology from the
University  of  British  Columbia,  Canada.

Mr. Goldsmith is a registered professional engineer in the Canadian Provinces of
Ontario  and  British  Columbia.  Mr.  Goldsmith  is  a  registered professional
geologist  with  the  Province  of  British  Columbia  and the States of Oregon,
Minnesota  and  Wisconsin.  Mr. Goldsmith is a member of the Society of Economic
Geologists,  the  Geological  Society  of  Canada  and the American Institute of
Mining  and  Metallurgical  Engineers.

Mr.  Goldsmith has been a self-employed mining exploration geologist since 1970.
Mr. Goldsmith provides his professional services on a contract and project basis
to  companies  engaged  in  mineral  exploration.  Mr.  Goldsmith  has worked on
projects  throughout  North  America,  Central  America  and South America.  Mr.
Goldsmith  has  also  worked  on  projects in various countries in Asia, Africa,
Australia  and  Europe.


Mr.  Goldsmith  spent  approximately  10%  of  his business time on our business
during  the  past  calendar  year.

Mr.  Goldsmith  has  served  as  a  director and officer of the following public
companies  during  the  past  five  years:

1.   Mr.  Goldsmith was a director of Osito Ventures Inc. from 1994 to May 1996.
     Osito  Ventures  was  a  public  company engaged in the business of mineral
     exploration  whose  shares  were  traded  on  the Vancouver Stock Exchange.

2.   Mr.  Goldsmith has been a director of Ameridian Ventures Inc. since October
     1997.  Mr. Goldsmith was president of Ameridian Ventures from March 1998 to
     October  1998.

                                    19 of 27

<PAGE>


     Ameridian  Ventures  is a public company engaged in the business of mineral
     exploration  whose  shares  are  traded  on  the Canadian Venture Exchange.

3.   Mr.  Goldsmith  has  been a director of PacCom Ventures Inc. since November
     2000.  Mr. Goldsmith was president of PacCom Ventures from December 2000 to
     May  2001.  PacCom  Ventures is a public company engaged in the business of
     mineral  exploration  whose  shares  are  traded  on  the  Canadian Venture
     Exchange.

Mr.  William  Robertson  is our secretary, treasurer and chief financial officer

and  is  a member of our board of directors.  Mr. Robertson was appointed to our
board  of  directors and as our secretary, treasurer and chief financial officer
on  May 10, 2001. Mr. Robertson was an investment advisor with Canaccord Capital
of  Vancouver,  British  Columbia from May 1993 to November 1997.  Mr. Robertson
was  an  investment  advisor  with  Southwest  Securities  from November 1997 to
November 1998.  Mr. Robertson has been engaged in providing financial consulting
services to private and public companies since December 1998 through his private
company,  Billco Trading Co. Ltd.  Mr. Robertson is a director and the president
and  secretary  of  Knoway  Ventures  Inc., a company whose shares were formerly
traded  on  the  OTC  Bulletin  Board.   Mr. Robertson joined Knoway Ventures in
March  2000.  Mr.  Robertson  was  responsible for overseeing the management and
financing  of an Internet service provider business operated by Knoway Ventures,
prior  to  the decision of Knoway Ventures to stop operating this business.  Mr.
Robertson  was  a  director  and  the  president of Burrard Technologies Inc., a
company  whose  shares are currently traded on the OTC Bulletin Board from April
2000  to  December  2001.  Mr.  Robertson  was  responsible  for supervising the
development of Burrard's computer software development business and assisting in
the  financing  of  Burrard's  plan  of  operations.

Mr.  Robertson  spent  approximately  10%  of  his business time on our business
during  the  past  year.

Term  of  Office

Our  Directors  are  appointed for a one-year term to hold office until the next
annual  general  meeting  of  our  shareholders  or until removed from office in
accordance  with  our  bylaws.  Our  officers  are  appointed  by  our  board of
directors  and  hold  office  until  removed  by  the  board.

Significant  Employees

We have no significant employees other than the officers and directors described
above.

COMPLIANCE  WITH  SECTION  16(a)  OF  THE  SECURITIES  EXCHANGE  ACT


Section  16(a) of the Exchange Act requires the Company's executive officers and
directors,  and  persons  who  beneficially  own  more  than  ten percent of the
Company's  equity  securities,  to  file  reports  of  ownership  and changes in
ownership  with  the Securities and Exchange Commission. Officers, directors and
greater  than ten percent shareholders are required by SEC regulation to furnish
the  Company  with  copies  of  all  Section 16(a) forms they file. Based on its
review  of  the  copies  of such forms received by it, the Company believes that
during  the  fiscal  year  ended  June  30,  2002  all  such filing requirements
applicable  to  its officers and directors were complied with the exception that
reports  were  filed  late  by  the  following  persons:

-------------------------------     -------      ---------    ------------------
                                    Number       Transactions Known Failures
                                    Of Late Not  Timely       To File a Required
Name  and  Principal  Position      Reports      Reported     Form
-------------------------------     -------      ---------    ------------------
LOCKE  B.  GOLDSMITH,  Director     One          None         None
President  and  CEO
-------------------------------     -------      ---------    ------------------

                                    20 of 27

<PAGE>

ITEM  10.     EXECUTIVE  COMPENSATION.

The  following  table  sets  forth  certain  compensation  information as to the
following  individuals  (our  "named  executive  officers") since our inception:

(i)  Mr.  Locke  Goldsmith,  our  chief  executive  officer;  and
(ii) Mr.  William  Robertson,  our  chief  financial  officer.

                        Summary Compensation Table
--------------------------------------------------------------------------------
                          Annual Compensation      Long Term Compensation
                       -------------------------   -----------------------
                                           Other                            All
                                           Annual    Awards       Payouts  Other
                                           Com-   -------------   -------   Com-
                                           pen-   Restricted                pen-
                                           sa-    Stock  Options/   LTIP    sa-
Name        Title      Year Salary   Bonus tion   Awarded SARs*(#)payouts($)tion
----        -----      ---- -------- ----- ------ ------- ------- --------- ----
Locke B.    President, 2002 $9,000     0     0       0       0       0        0
Goldsmith   CEO and    2001     $0     0     0       0       0       0        0
            Director

William C.  Secretary, 2002 $9,000     0     0       0       0       0        0
Robertson   Treasurer, 2001     $0     0     0       0       0       0        0
            CFO and
            Director


STOCK  OPTION  GRANTS

We  did  not  grant any stock options to our named executive officers during our
most recent fiscal year ended June 30, 2002.  We have also not granted any stock
options  to  our  named  executive  officers  since  June  30,  2002.


EXERCISES  OF  STOCK  OPTIONS  AND  YEAR-END  OPTION  VALUES

No  stock  options  were  exercised  by  our named executive officers during the
financial  year  ended  June 30, 2002.   No stock options have been exercised by
our  named  executive  officers  since  June  30,  2002.


COMPENSATION  AGREEMENTS

The  services  of  Mr.  Goldsmith  are  provided  to us pursuant to an executive
consulting  agreement  dated  July 1, 2001.  Under this agreement, Mr. Goldsmith
has  supervisory  responsibilities  for  all  business, financial and managerial
affairs  of Princeton Ventures and shall perform such other duties as reasonably
assigned  by the board of directors.  We pay Mr. Goldsmith a consulting fee $750
per  month.  The  fee shall increase to $5,000 per month in the event it becomes
necessary for Mr. Goldsmith to devote 50% or more of his business time to fulfil
his  obligations under the agreement.  The term of the agreement is from July 1,
2001,  to  June  30,  2003.

The  services  of  Mr.  Robertson  are  provided  to us pursuant to an executive
consulting  agreement  dated  July 1, 2001.  Under this agreement, Mr. Robertson
has  responsibility for ensuring we maintain proper financial and administrative
records,  supervising  the conduct of our financial affairs and coordinating our
auditing  requirements.    We pay Mr. Robertson a consulting fee $750 per month.
The fee shall increase to $5,000 per month in the event it becomes necessary for
Mr.  Robertson  to  devote  50%  or  more  of  his  business  time to fulfil his
obligations  under  the  agreement.  The  term  of the agreement is from July 1,
2001,  to  June  30,  2003.


                                    21 of 27

<PAGE>


ITEM  11.     SECURITY  OWNERSHIP  OF  CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The  following  table  sets  forth  certain information concerning the number of
shares of our common stock owned beneficially as of October 8, 2002 by: (i) each
person  (including  any group) known to us to own more than five percent (5%) of
any  class  of our voting securities, (ii) each of our directors and each of our
named  executive  officers,  and (iii) officers and directors as a group. Unless
otherwise  indicated, the shareholders listed possess sole voting and investment
power  with  respect  to  the  shares  shown.

                   Name and address           Number of Shares   Percentage of
Title of class     of beneficial owner        of Common Stock    Common Stock(1)
------------       -------------------------------------------------------------


Common Stock       LOCKE  B.  GOLDSMITH        1,500,000 shares     22.95%
                   Suite 304 - 595 Howe Street
                   Vancouver, British Columbia
                   Canada  V6K  3M3
                   Director, President and
                   Chief Executive Officer
------------       -------------------------------------------------------------

Common Stock       WILLIAM  C.  ROBERTSON      1,500,000 shares     22.95%
                   Suite 304 - 595 Howe Street
                   Vancouver, British Columbia
                   Canada  V6K  3M3
                   Director,  Secretary,
                   Treasurer  and  Chief
                   Financial  Officer
------------       -------------------------------------------------------------
Common Stock       All Officers and Directors  3,000,000 shares     45.91%
                   as a Group (2 persons)
------------       -------------------------------------------------------------

(1)  Under Rule 13d-3, a beneficial owner of a security includes any person who,
     directly  or  indirectly, through any contract, arrangement, understanding,
     relationship,  or otherwise has or shares: (i) voting power, which includes
     the  power  to vote, or to direct the voting of shares; and (ii) investment
     power,  which  includes  the  power to dispose or direct the disposition of
     shares.  Certain shares may be deemed to be beneficially owned by more than
     one  person  (if, for example, persons share the power to vote or the power
     to  dispose  of  the  shares).  In  addition,  shares  are  deemed  to  be
     beneficially  owned  by a person if the person has the right to acquire the
     shares (for example, upon exercise of an option) within 60 days of the date
     as  of  which  the  information  is  provided.  In computing the percentage
     ownership  of  any  person,  the  amount of shares outstanding is deemed to
     include  the  amount  of shares beneficially owned by such person (and only
     such  person) by reason of these acquisition rights. As of October 8, 2002,
     there  were  6,534,000  shares  of our common stock issued and outstanding.

================================================================================


CHANGE  IN  CONTROL

We  are not aware of any arrangement that might result in a change in control in
the  future.



ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

Except  as described below, none of the following parties has, since our date of
incorporation, had any material interest, direct or indirect, in any transaction
with  us  or  in  any presently proposed transaction that has or will materially
affect  us:

-    Any  of  our  directors  or  officers;

                                    22 of 27

<PAGE>


-    Any  person  proposed  as  a  nominee  for  election  as  a  director;
-    Any  person  who beneficially owns, directly or indirectly, shares carrying
     more  than  10%  of the voting rights attached to our outstanding shares of
     common  stock;
-    Any  of  our  promoters;
-    Any  relative  or  spouse  of any of the foregoing persons who has the same
     house  as  such  person.

The  services  of  Mr.  Goldsmith  are  provided  to us pursuant to an executive
consulting  agreement  between  Mr.  Goldsmith  and  us.  We pay Mr. Goldsmith a
consulting  fee  of $750 per month in consideration for his providing management
and  administration  services to us.  The consulting fee will increase to $5,000
per  month in the event that Mr. Goldsmith is required to spend more than 50% of
his  business  time  on  our  business.  The  management agreement is for a term
commencing  July  1,  2001  and  expiring  on  June  30,  2003.

The  services  of  Mr.  Robertson  are  provided  to us pursuant to an executive
consulting  agreement  between  Mr.  Robertson  and  us.  We pay Mr. Robertson a
consulting  fee  of $750 per month in consideration for his providing management
and  administration  services to us.  The consulting fee will increase to $5,000
per  month in the event that Mr. Robertson is required to spend more than 50% of
his  business  time  on  our  business.  The  management agreement is for a term
commencing  July  1,  2001  and  expiring on June 30, 2003.  We have prepaid Mr.
Robertson  the  amount of $9,000 under this consulting agreement with respect to
services  to  be  provided  from  July  1,  2001  to  June  30,  2002.

Mr.  William  Robertson  advanced  to us the amount of $8,880 as a shareholder's
loan  during  the  year ended June 30, 2002.  The loan is unsecured and does not
have  any  fixed  terms  of  repayment.


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

(a)     Exhibits

Exhibit
Number    Description
------    --------------------
3.1       Restated  Articles  of  Incorporation*
3.2       Amended  By-Laws*
4.1       Share  Certificate*
10.1      Option Agreement dated May 18, 2001 between the Company and Alan
          Brent Hemingway*
10.2      Executive Consulting Agreement between the Company and Locke B.
          Goldsmith dated  July  1,  2001*
10.3      Executive Consulting Agreement between the Company and William
          Robertson dated  July  1,  2001*
10.4      Option  Amendment Agreement dated November 30, 2001 between the
          Company and Alan  Brent  Hemingway**
99.1      Certification of Chief Executive Officer pursuant to pursuant to 18
          U.S.C.  Section  1350,  as adopted pursuant to Section 906 of the
          Sarbanes-Oxley Act  of  2002***
99.2      Certification of Chief Financial Officer pursuant to pursuant to 18
          U.S.C.  Section  1350,  as adopted pursuant to Section 906 of the
          Sarbanes-Oxley Act  of  2002***

*    Previously filed with the SEC on our Form SB-2 registration statement filed
     on  October  9,  2001
**   Previously  filed  with  the  SEC on our Form SB-2/A registration statement
     filed  on  January  14,  2002
***  Filed  as  an  exhibit  to  this  Annual  Report  on  Form  10-KSB

                                    23 of 27

<PAGE>


(b)       Reports  on  Form  8-K.

No  Current Reports on Form 8-K were filed during the last quarter of our fiscal
year  ended June 30, 2002.  No Current Reports on Form 8-K have been filed since
June  30,  2002.


                                    24 of 27


<PAGE>



                             PRINCETON VENTURES INC.
                         (An Exploration Stage Company)


                              FINANCIAL STATEMENTS


                             JUNE 30, 2002 AND 2001
                            (Stated in U.S. Dollars)

<PAGE>

                                         MORGAN & COMPANY
                                         CHARTERED ACCOUNTANTS



                                AUDITORS' REPORT




To  the  Shareholders
Princeton  Ventures  Inc.
(An  exploration  stage  company)

We  have  audited  the balance sheets of Princeton Ventures Inc. (an exploration
stage  company)  as  at  June  30, 2002 and 2001, and the statements of loss and
deficit  accumulated during the exploration stage, cash flows, and stockholders'
equity  for  the  year  ended June 30, 2002, for the period from May 10, 2001 to
June  30, 2001, and for the period from May 10, 2001 (date of inception) to June
30,  2002.  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  audits.

We  conducted  our  audits in accordance with United States of America generally
accepted  auditing  standards.  Those standards require that we plan and perform
an  audit  to  obtain  reasonable assurance 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 significant
estimates  made  by  management,  as  well  as  evaluating the overall financial
statement  presentation.  We  believe that our audit provides a reasonable basis
for  our  opinion.

In  our  opinion,  these  financial  statements  present fairly, in all material
respects,  the  financial  position of the Company as at June 30, 2002 and 2001,
and  the  results  of  its operations and cash flows for the year ended June 30,
2002, for the period from May 10, 2001 to June 30, 2001, and for the period from
May  10,  2001  (date  of  inception) to June 30, 2002 in accordance with United
States  of  America  generally  accepted  accounting  principles.

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a going concern.  As discussed in to Note 1 to the financial
statements,  the Company incurred a net loss of $85,115 since inception, has not
attained  profitable  operations  and  is  dependent  upon  obtaining  adequate
financing to fulfil its exploration activities.  These factors raise substantial
doubt  that  the  Company  will  be  able  to  continue  as  a  going  concern.
Management's  plans  in  regard  to  these matters are discussed in Note 1.  The
financial  statements  do not include any adjustments that might result from the
outcome  of  this  uncertainty.




Vancouver,  Canada                                         /s/ Morgan & Company
July  25,  2002                                           Chartered  Accountants



Tel: (604) 687-5841             Member of         P.O. Box 10007 Pacific Centre
Fax: (604) 687-0075               ACPA          Suite 1488-700 West Georgia St.
www.morgan-cas.com             International             Vancouver, B.C. V7Y1A1



<PAGE>


                             PRINCETON VENTURES INC.
                         (An Exploration Stage Company)

                                 BALANCE SHEETS
                            (Stated in U.S. Dollars)


<TABLE>
<CAPTION>

----------------------------------------------------
                                      JUNE  30
                                  2002       2001
----------------------------------------------------
<S>                             <C>        <C>
ASSETS

Current
  Cash                          $    297   $ 31,853
  Prepaid expenses                     -      9,000
                                ---------  ---------
                                     297     40,853

Mineral Property Interest
 (Note 3)                              -          -
====================================================
                                $    297   $ 40,853

LIABILITIES

Current
  Accounts payable              $ 15,572   $  1,423
  Loans payable                    8,880          -
                                ---------  ---------
                                  24,452      1,423
                                ---------  ---------

SHAREHOLDER'S EQUITY

Share Capital
  Authorized:
   100,000,000 common shares
    with a par value of
    0.001 per share
   100,000,000 preferred shares
    with a par value
    of $0.001 per share

  Issued:
   6,534,000 common shares
   at June 30, 2002 and
   6,204,000 common shares
   at June 30, 2001                6,534      6,204

  Additional paid-in capital      54,426     44,856

Deficit Accumulated During
The Exploration Stage            (85,115)   (11,630)
                                ---------  ---------

                                 (24,155)    39,430
                                ---------  ---------

                                $    297   $ 40,853
====================================================
</TABLE>






<PAGE>



                             PRINCETON VENTURES INC.
                         (An Exploration Stage Company)

                      STATEMENTS OF OPERATIONS AND DEFICIT
                            (Stated in U.S. Dollars)


<TABLE>
<CAPTION>

----------------------------------------------------------------

                                             PERIOD      PERIOD
                                             FROM        FROM
                                          INCEPTION    INCEPTION
                                  YEAR       MAY 10      MAY 10
                                  ENDED     2001 TO     2001 TO
                                 JUNE 30    JUNE 30     JUNE 30
                                  2002       2001       2002
----------------------------------------------------------------
<S>                         <C>         <C>         <C>
Expenses
  Mineral property
   option payments          $        -  $    1,075  $  1,075
  Administrative expense             -       7,962     7,962
  Professional fees             39,815           -    39,815
  Consulting services           26,625           -    26,625
  Transfer fees                  1,255           -     1,255
  Office and sundry              1,282         620     1,902
  Exploration expenses           4,508       1,973     6,481
                            ---------------------------------
Net Loss For The Year           73,485      11,630    85,115

Deficit Accumulated During
The Exploration Stage,
 Beginning Of Year              11,630           -         -
                            ---------------------------------

Deficit Accumulated During
 The Exploration Stage,
End Of Year                 $   85,115  $   11,630  $ 85,115
=============================================================

Basic And Diluted
 Loss Per Share             $     0.01  $     0.01
===================================================

Weighted Average
 Number Of Shares
 Outstanding                 6,511,397   3,087,333
===================================================
</TABLE>






<PAGE>


                             PRINCETON VENTURES INC.
                         (An Exploration Stage Company)

                            STATEMENTS OF CASH FLOWS
                            (Stated in U.S. Dollars)


<TABLE>
<CAPTION>


----------------------------------------------------------------

                                             PERIOD      PERIOD
                                             FROM        FROM
                                          INCEPTION    INCEPTION
                                  YEAR       MAY 10      MAY 10
                                  ENDED     2001 TO     2001 TO
                                 JUNE 30    JUNE 30     JUNE 30
                                  2002       2001       2002
----------------------------------------------------------------
<S>                            <C>         <C>         <C>

Cash Flows From Operating
 Activities
  Net loss for the year         $(73,485)  $(11,630)  $(85,115)

Adjustments To Reconcile
Net Loss To Net Cash
 Used By Operating Activities
  Stock issued for other than cash     -         75         75
  Change in prepaid expenses       9,000     (9,000)         -
  Change in accounts payable      14,149      1,423     15,572
                                 --------------------------------
                                 (50,336)   (19,132)   (69,468)
                                 --------------------------------

Cash Flows From Financing
Activities
Issue of share capital             9,900     50,985     60,885
Loans payable                      8,880          -      8,880
                                 --------------------------------

                                  18,780     50,985     69,765
                                 --------------------------------

Increase (Decrease) In Cash      (31,556)    31,853        297

Cash, Beginning Of Year           31,853          -          -
                                 --------------------------------

Cash, End Of Year               $    297   $ 31,853   $    297
=================================================================
SUPPLEMENTAL DISCLOSURE OF NON-CASH
 FINANCING AND INVESTING ACTIVITIES:

Issue Of Share Capital For
Mineral Property Interest       $      -    $    75    $     -
=================================================================

</TABLE>




<PAGE>



                             PRINCETON VENTURES INC.
                         (An Exploration Stage Company)

                        STATEMENT OF STOCKHOLDERS' EQUITY

                                  JUNE 30, 2002
                            (Stated in U.S. Dollars)

<TABLE>
<CAPTION>

                                     COMMON STOCK           DEFICIT
                            ----------------------------- ACCUMULATED
                                                            DURING
                            NUMBER OF          ADDITIONAL    THE
                            COMMON     PAR     PAID IN    EXPLORATION
                            SHARES    VALUE    CAPITAL      STAGE    TOTAL
                            ----------------------------------------------
<S>                        <C>        <C>     <C>       <C>        <C>
Shares issued for
 cash at $0.001            3,000,000  $3,000  $      -  $      -   $  3,000

Shares issued for
cash at $0.015             3,199,000   3,199    44,786         -     47,985

Shares issued for mineral
property interest              5,000       5        70         -         75

Net loss for the period            -       -         -   (11,630)   (11,630)
                           -------------------------------------------------
Balance, June 30, 2001     6,204,000   6,204    44,856   (11,630)    39,430

Shares issued for
cash at $0.03                330,000     330     9,570         -      9,900

Net loss for the year              -       -         -   (73,485)   (73,485)
                           -------------------------------------------------

Balance, June 30, 2002     6,534,000  $6,534  $ 54,426  $(85,115)  $(24,155)
                           =================================================
</TABLE>






<PAGE>



                             PRINCETON VENTURES INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                             JUNE 30, 2002 AND 2001
                            (Stated in U.S. Dollars)



1.     OPERATIONS

Organization

The  Company  was  incorporated in the State of Nevada, U.S.A., on May 10, 2001.

Exploration  Stage  Activities

The  Company  has  been in the exploration stage since its formation and has not
yet  realized any revenues from its planned operations.  It is primarily engaged
in  the  acquisition  and  exploration of mining properties.  Upon location of a
commercial minable reserve, the Company expects to actively prepare the site for
its  extraction  and  enter  a  development  stage.

Going  Concern

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a  going  concern.

As  shown  in  the accompanying financial statements, the Company has incurred a
net  loss  of  $85,115  for the period from May 16, 2001 (inception) to June 30,
2002, and has no sales.  The future of the Company is dependent upon its ability
to  obtain  financing and upon future profitable operations from the development
of  its  mineral  properties.  Management  has  plans to seek additional capital
through  a  private  placement  and  public  offering  of its common stock.  The
financial  statements  do  not  include  any  adjustments  relating  to  the
recoverability  and  classification  of  recorded  assets, or the amounts of and
classification  of  liabilities that might be necessary in the event the Company
cannot  continue  in  existence.


2.     SIGNIFICANT  ACCOUNTING  POLICIES

The  financial  statements  of the Company have been prepared in accordance with
generally  accepted  accounting  principles  in  the  United  States.  Because a
precise  determination  of  many assets and liabilities is dependent upon future
events,  the  preparation  of  financial  statements  for  a  period necessarily
involves  the  use  of  estimates  which have been made using careful judgement.

The  financial  statements have, in management's opinion, been properly prepared
within  reasonable  limits  of  materiality  and  within  the  framework  of the
significant  accounting  policies  summarized  below:




<PAGE>



                             PRINCETON VENTURES INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                             JUNE 30, 2002 AND 2001
                            (Stated in U.S. Dollars)



2.     SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

a)     Mineral  Property  Option  Payments  and  Exploration  Costs

The  Company  expenses  all  costs related to the maintenance and exploration of
mineral claims in which it has secured exploration rights prior to establishment
of  proven  and probable reserves.  To date, the Company has not established the
commercial  feasibility  of  its exploration prospects, therefore, all costs are
being  expensed.

b)     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  of  assets  and  liabilities,  and disclosure of
contingent  assets  and liabilities at the date of the financial statements, and
the  reported amounts of revenues and expenses for the reporting period.  Actual
results  could  differ  from  these  estimates.

c)     Foreign  Currency  Translation

The  Company's  functional currency is the U.S. dollar.  Transactions in foreign
currency  are  translated  into  U.S.  dollars  as  follows:

     i)   monetary  items  at  the  rate  prevailing  at the balance sheet date;
     ii)  non-monetary  items  at  the  historical  exchange  rate;
     iii) revenue  and  expense  at  the  average  rate  in  effect  during  the
          applicable  accounting  period.

d)     Income  Taxes

The  Company  has  adopted Statement of Financial Accounting Standards No. 109 -
"Accounting  for Income taxes" (SFAS 109).  This standard requires the use of an
asset  and  liability approach for financial accounting, and reporting on income
taxes.  If it is more likely than not that some portion or all of a deferred tax
asset  will  not  be  realized,  a  valuation  allowance  is  recognized.




<PAGE>




                             PRINCETON VENTURES INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                             JUNE 30, 2002 AND 2001
                            (Stated in U.S. Dollars)



2.     SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

e)     Basic  and  Diluted  Loss  Per  Share

In  accordance  with  SFAS  No.  128  - "Earnings Per Share", the basic loss per
common  share  is computed by dividing net loss available to common stockholders
by  the  weighted average number of common shares outstanding.  Diluted loss per
common  share is computed similar to basic loss per common share except that the
denominator  is increased to include the number of additional common shares that
would  have  been outstanding if the potential common shares had been issued and
if  the additional common shares were dilutive.  At August 31, 2001, the Company
has  no  stock  equivalents that were anti-dilutive and excluded in the earnings
per  share  computation.


3.     MINERAL  PROPERTY  INTEREST

By  an  agreement,  dated November 30, 2001, as amended, the Company acquired an
option  to  earn a 100% interest in a mineral claim located in British Columbia,
Canada.

In  order  to  earn  its  interest,  the  Company  is  required  to:

     i)   pay  $1,000  on  execution  of  the  agreement  (paid);
     ii)  issue a total of 55,000 common shares of the Company, comprising 5,000
          upon  execution  of the agreement (issued), and 50,000 upon completion
          of  the  third phase of the exploration program or before December 31,
          2003;
     iii) incur an aggregate of $135,000 on exploration expenditures, comprising
          $5,000  by  June 30, 2002, $10,000 on or before December 31, 2002, and
          $120,000  on  or  before  December  31,  2003.


4.     CONTINGENCY

     Mineral  Property

The  Company's mineral property interest has been acquired pursuant to an option
agreement.  In  order to retain its interest, the Company must satisfy the terms
of  the  option  agreement  described  in  Note  3.



<PAGE>


                             PRINCETON VENTURES INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                             JUNE 30, 2002 AND 2001
                            (Stated in U.S. Dollars)



5.     COMMITMENT

On  July  1,  2001,  the  Company  entered  into  consulting agreements with two
directors.  The  agreements  provide  for  payments  of  $750 per month for each
director  and  expire  on  June 30, 2003.  In the case of each director, the fee
will  increase  to $5,000 per month in the event that they are required to spend
50%  or  more  of  their  time performing the duties outlined in each agreement.


6.     RELATED  PARTY  TRANSACTIONS

a.   During the year ended June 30, 2002, the Company paid $18,000 (2001 - $Nil)
     in  consulting fees to two directors pursuant to the agreements referred to
     Note  5.


b.   As at June 30, 2002, loans payable in the amount of $8,880 (2001-$0) were
     owing to a director.




<PAGE>



                                   SIGNATURES


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


PRINCETON  VENTURES,  INC.


By:  /s/ LOCKE B. GOLDSMITH
     ___________________________________
     LOCKE B. GOLDSMITH, President and
     Chief Executive Officer Director
     Date:     October  9,  2002


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



By:  /s/ LOCKE  B.  GOLDSMITH
     ___________________________________
     LOCKE  B.  GOLDSMITH,  President  and
     Chief  Executive  Officer


    (Principal  Executive  Officer)
     Director
     Date:     October  9,  2002


By:  /s/ WILLIAM  C.  ROBERTSON
     ___________________________________
     WILLIAM  C.  ROBERTSON,  Secretary,
     Treasurer and Chief Financial Officer
     (Principal  Financial  Officer  and
     Principal  Accounting  Officer)
     Director
     Date:     October  9,  2002






<PAGE>

                                 CERTIFICATIONS

I,  LOCKE  B.  GOLDSMITH,  President  and Chief Executive Officer, certify that;

1.     I  have  reviewed this annual report on Form10-KSB of Princeton Ventures,
Inc.;

2.     Based  on  my  knowledge,  this annual report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not  misleading  with  respect to the period covered by this annual
report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information  included  in  this  annual  report,  fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods  presented  in  this annual report;



Date:   October  9,  2002          /s/ LOCKE  B.  GOLDSMITH
                                   ___________________________________
                                   (Signature)

                                   President  and  Chief  Executive  Officer
                                   ___________________________________
                                   (Title)


<PAGE>
                                 CERTIFICATIONS

I,  WILLIAM  C.  ROBERTSON,  Secretary,  Treasurer  and Chief Financial Officer,
certify  that;

1.     I  have  reviewed this annual report on Form10-KSB of Princeton Ventures,
Inc.;


2.     Based  on  my  knowledge,  this annual report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not  misleading  with  respect to the period covered by this annual
report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information  included  in  this  annual  report,  fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods  presented  in  this annual report;



Date:   October  9,  2002          /s/ WILLIAM  C.  ROBERTSON
                                   ___________________________________
                                   (Signature)

                                   Secretary,  Treasurer  and  Chief  Financial
Officer
                                   ___________________________________
                                   (Title)