<PAGE>



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

[X]       Quarterly  Report  pursuant  to  Section 13 or 15(d) of the Securities
          Exchange  Act  of  1934

          For  the  quarterly  period  ended  December  31,  2002

[ ]       Transition  Report  pursuant to 13 or 15(d) of the Securities Exchange
          Act  of  1934

          For  the  transition  period           to


          Commission  File  Number:     000-49698
                                        ---------

                            PRINCETON VENTURES, INC.

          (Exact name of small Business Issuer as specified in its charter)

Nevada                                      98  -  0353007
--------------------------------            --------------------------------
(State  or other jurisdiction of            (IRS Employer Identification No.)
incorporation  or  organization)

Suite  304,  595  Howe  Street,
Vancouver,  British  Columbia,  Canada      V6K  3M3
--------------------------------------      ---------
 (Address of principal executive offices)   (Zip  Code)

Issuer's telephone number, including area code:     604-669-2293
                                                    ------------

                                 Not Applicable

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

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

State the number of shares outstanding of each of the issuer's classes of common
stock,  as  of the latest practicable date:  6,534,000 Shares of $.001 par value
Common  Stock  outstanding  as  of  February  18,  2003.



<PAGE>




                         PART 1 - FINANCIAL INFORMATION

Item  1.     Financial  Statements



<PAGE>







                             PRINCETON VENTURES INC.
                         (An Exploration Stage Company)


                              FINANCIAL STATEMENTS


                                DECEMBER 31, 2002
                                   (Unaudited)
                            (Stated in U.S. Dollars)

<PAGE>

                             PRINCETON VENTURES INC.
                         (An Exploration Stage Company)

                                  BALANCE SHEET
                                   (Unaudited)
                            (Stated in U.S. Dollars)


<TABLE>
<CAPTION>

-----------------------------------------------------------
                                     DECEMBER 31  JUNE 30
                                         2002       2002
-----------------------------------------------------------

<S>                                    <C>        <C>
ASSETS
Current
  Cash                                 $    217   $    297
                                       --------------------
Mineral Property Interest (Note 3)            -          -

                                       $    217   $    297
===========================================================
LIABILITIES

Current
  Accounts payable                     $ 17,684   $ 15,572
  Loans payable                          21,030      8,880
                                       --------------------
                                         38,714     24,452
                                       --------------------
SHAREHOLDER'S DEFICIENCY

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
    December 31, 2002 and
    June 30, 2002                         6,534      6,534

  Additional paid-in capital             54,426     54,426

Deficit Accumulated During
The Exploration Stage                   (99,457)   (85,115)
                                       --------------------
                                        (38,497)   (24,155)
                                       --------------------
                                       $    217   $    297
===========================================================
</TABLE>




<PAGE>

                             PRINCETON VENTURES INC.
                         (An Exploration Stage Company)

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


<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------
                                                                     PERIOD FROM
                                                                       INCEPTION
                                                                          MAY 10
                          THREE MONTHS ENDED        SIX MONTHS ENDED     2001 TO
                               DECEMBER 31             DECEMBER 31   DECEMBER 31
                             2002        2001        2002        2001       2002
-------------------------------------------------------------------------------------
<S>                         <C>         <C>         <C>         <C>        <C>
Expenses
  Mineral property
   option payments          $        -  $        -  $        -  $        -  $ 1,075
  Administrative expense             -           -           -           -    7,962
  Professional fees              3,345       7,969       5,087      21,847   44,902
  Consulting services            4,500       4,500       9,000      17,625   35,625
  Transfer fees                     25       1,255          25       1,255    1,280
  Office and sundry                 32          46         230       1,249    2,132
  Exploration expenses               -           -           -           -    6,481
                            ---------------------------------------------------------
Net Loss
 For The Period                  7,902      13,770      14,342      41,976   99,457

Deficit Accumulated During
 The Exploration Stage,
 Beginning Of Period            91,555      39,836      85,115      11,630        -
                            ---------------------------------------------------------
Deficit Accumulated During
 The Exploration Stage,
 End Of Period              $   99,457  $   53,606  $   99,457  $   53,606  $99,457
====================================================================================

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

Weighted Average Number
Of Shares Outstanding        6,534,000   6,489,163   6,534,000   6,446,967
===========================================================================
</TABLE>




<PAGE>

                             PRINCETON VENTURES INC.
                         (An Exploration Stage Company)

                             STATEMENT OF CASH FLOWS
                                   (Unaudited)
                            (Stated in U.S. Dollars)


<TABLE>
<CAPTION>


------------------------------------------------------------------------------------------
                                                                            PERIOD FROM
                                                                              INCEPTION
                                                                                MAY 10
                                      THREE MONTHS ENDED   SIX MONTHS ENDED     2001 TO
                                         DECEMBER 31          DECEMBER 31     DECEMBER 31
                                       2002      2001       2002       2001       2002
------------------------------------------------------------------------------------------
<S>                                   <C>       <C>        <C>        <C>        <C>

Cash Flows From Operating Activities
  Net loss for the period             $(7,902)  $(13,770)  $(14,342)  $(41,976)  $(99,457)

Adjustments To Reconcile
 Net Loss To Net
 Cash Used By
Operating Activities
  Stock issued for
   other than cash                          -          -          -          -         75
  Change in prepaid expenses                -      2,250          -      2,050          -
  Change in accounts payable            3,370     (3,280)     2,112      2,549     17,684
                                      ----------------------------------------------------
                                       (4,532)   (14,800)   (12,230)   (37,377)   (81,698)
------------------------------------------------------------------------------------------
Cash Flows From
 Financing Activities
  Issue of share capital                    -          -          -      9,900     60,885
  Loans payable                         4,500          -     12,150          -     21,030
                                        4,500          -     12,150      9,900     81,915
------------------------------------------------------------------------------------------
Increase
 (Decrease) In Cash                       (32)   (14,800)       (80)   (27,477)       217

Cash,
 Beginning Of Period                      249     19,176        297     31,853          -
------------------------------------------------------------------------------------------
Cash,
 End Of Period                        $   217   $  4,376   $    217   $  4,376   $    217
==========================================================================================
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

                                DECEMBER 31, 2002
                                   (Unaudited)
                            (Stated in U.S. Dollars)


<TABLE>
<CAPTION>
                                    COMMON STOCK           DEFICIT
                           ------------------------------  ACCUMULATED
                             NUMBER OF        ADDITIONAL   DURING 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)

Net loss for
 the period                        -       -         -   (14,342)   (14,342)
                           --------------------------------------------------

Balance,
 December 31, 2002         6,534,000  $6,534  $ 54,426  $(99,457)  $(38,497)
                           ==================================================

</TABLE>





<PAGE>
                             PRINCETON VENTURES INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2002
                                   (Unaudited)
                            (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 $99,457 for the period from May 16, 2001 (inception) to December 31,
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.


<PAGE>


                             PRINCETON VENTURES INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2002
                                   (Unaudited)
                            (Stated in U.S. Dollars)



2.     SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

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:

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

                                DECEMBER 31, 2002
                                   (Unaudited)
                            (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  November 30, 2003;
iii) incur  an  aggregate  of  $135,000  on exploration expenditures, comprising
     $5,000  by March 31, 2002, $10,000 on or before June 30, 2003, and $120,000
     on  or  before  November  30,  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

                                DECEMBER 31, 2002
                                   (Unaudited)
                            (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 period ended December 31, 2002, the Company paid $9,000 (2001
-  $9,000)  in  consulting  fees  to  two  directors  pursuant to the agreements
referred  to  Note  5.

b)     As  at  December 31, 2002, loans payable in the amount of $21,530 (2001 -
$0)  were  owing  to  a  director.



<PAGE>

Item  2.     Management's  Discussion  and  Analysis  or  Plan  of  Operations

FORWARD  LOOKING  STATEMENTS

The  information  in  this discussion contains forward-looking statements within
the  meaning  of  Section  27A  of  the  Securities Act of 1933, as amended, and
Section  21E  of  the  Securities  Exchange  Act  of  1934,  as  amended.  These
forward-looking statements involve risks and uncertainties, including statements
regarding  the Company's capital needs, business strategy and expectations.  Any
statements  contained  herein that are not statements of historical facts may be
deemed  to  be  forward-looking  statements.  In  some  cases,  you can identify
forward-looking  statements  by  terminology  such  as  "may", "will", "should",
"expect",  "plan",  "Intend",  "anticipate",  "believe",  estimate",  "predict",
"potential"  or  "continue",  the  negative  of  such  terms or other comparable
terminology.  Actual  events  or  results  may differ materially.  In evaluating
these  statements, you should consider various risk factors, as set forth below,
and,  from time to time, in other reports the Company files with the SEC.  These
factors  may  cause  the  Company's actual results to differ materially from any
forward-looking  statement.  The  Company  disclaims  any obligation to publicly
update  these  statements, or disclose any difference between its actual results
and  those  reflected  in  these  statements.  The  information  constitutes
forward-looking  statements  within  the  meaning  of  the  Private  Securities
Litigation  Reform  Act  of  1995.

OVERVIEW

We  are  in the business of mineral exploration; although, to date, we have only
recently  commenced  our  exploration activities.  We have obtained an option to
acquire a 100% interest in certain mineral claims located in the Lillooet Mining
Division of the Province of British Columbia, Canada.  We refer to these mineral
claims  as  the  Merry  mineral  claims.

Our  objective is to conduct mineral exploration activities on the Merry mineral
claims  in  order  to  assess  whether  the  Merry  mineral  claims  possesses
commercially exploitable reserves of molybdenum or gold.    We have not, as yet,
identified  any  commercially  exploitable  reserves.  Our  proposed exploration
program  is designed to search for commercially exploitable deposits.  We are an
exploration  stage  company and there is no assurance that a commercially viable
mineral  deposit  exists  on  our  mineral  claim.

Merry  Mineral  Claims  Option  Agreement

We  purchased  the option to acquire a 100% 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.
This  option agreement was further amended on December 20, 2002 in order to give
us  additional  time  to complete the second and third phases of the recommended
exploration  program.

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  March  31,  2002;
     (2)  a  further  $10,000.00  on  or  before  June  30,  2003;
     (3)  a  further  $120,000.00  on  or  before  November  30,  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  November  30,  2003.

We  have satisfied the initial $5,000 exploration expenditure requirement due by
February  28,  2002  by  completing  the  initial  phase of the recommended work
program  on the Merry mineral claims.  We have not to date satisfied the $10,000
exploration  expenditure  requirement  to  be  completed  by  June  30,  2003.

                                       3

<PAGE>


Plan  of  Operations

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 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, this phase will not commence until Spring
2003  due to the presence of snow coverage on the property.   We anticipate that
we  would  engage  Mr. Ostler to complete this second phase of exploration.  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.

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  had cash in the amount of $217 as of December 31, 2002 and a working capital
deficit  of $38,497 as of December 31, 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.  In addition, 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 $217 as of December 31, 2002 and a working capital
deficit  of  $38,497  as  of December 31, 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 $82,000 to fund our
operations  for  the  next twelve months and to pay our working capital deficit.

                                       4

<PAGE>


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  June  30,  2003, 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 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  the  Six  months  ended  December  31,  2002

We  did not earn any revenues during the six months ended December 31, 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 $14,342 for the six months ended
December  31,  2002,  compared  to $44,976 for the six months ended December 31,
2001.  The  largest  component of our operating expenses were consulting fees in
the  amount  of  $9,000.  These  consulting fees included consulting fees in the
amount  of  $4,500 each paid to our two executive officers, Mr. Locke Goldsmith,
our  chief  executive  officer,  and  Mr. William Robertson, our chief financial
officer.  We  paid  professional  fees  in  the  amount of $5,087 during the six
months  ended  December  31,  2002, compared to $21,847 for the six months ended
December 31, 2001.  These professional fees were incurred in connection with our
ongoing  reporting  requirements  as  a  reporting  company under the Securities
Exchange  Act of 1934. We did not incur any exploration expenditures for the six
months  ended  December  31,  2002  due  to  our  lack  of  financing.

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  $14,342  for  the six months ended December 31, 2002,
compared  to $41,976 for the six months ended December 31, 2001.  Our losses are
entirely  attributable  to  our  operating  expenses.

Liquidity  and  Capital  Resources

We  had cash of $217 as of December 31, 2002 compared to cash of $297 as of June
30,  2002.  We  had a working capital deficit of $38,497 as of December 31, 2002
compared to working capital deficit of $24,115 as of June 30, 2002.  We obtained
a  loan  in  the amount of $12,150 during the six months ended December 31, 2002
from  Mr. William Robertson, a director and our chief financial officer, to fund
our operating expenses.   As of December 31, 2002, loans from Mr. Robertson were
outstanding  in  the  amount  of  $21,530.

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  $82,000  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.

                                       5

<PAGE>


ITEM  3.     CONTROLS  AND  PROCEDURES.

As  required  by  Rule  13a-15  under  the  Securities Exchange Act of 1934 (the
"Exchange Act"), we carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures within the 90 days prior
to  the  filing  date of this report.  This evaluation was carried out under the
supervision and with the participation of our Chief Executive Officer, Mr. Locke
Goldsmith  and  our  Chief Financial Officer, Mr. William Robertson.  Based upon
that  evaluation,  our  Chief  Executive  Officer  and  Chief  Financial Officer
concluded  that  our  disclosure controls and procedures are effective in timely
alerting  management  to  material  information  relating  to  us required to be
included in our periodic SEC filings.  There have been no significant changes in
our  internal  controls  or  in  other  factors  that could significantly affect
internal  controls  subsequent  to  the  date  we  carried  out  our evaluation.

Disclosure  controls  and  procedures are controls and other procedures that are
designed  to  ensure that information required to be disclosed our reports filed
or  submitted  under  the  Exchange  Act  is recorded, processed, summarized and
reported,  within  the  time  periods  specified  in the Securities and Exchange
Commission's  rules  and  forms.  Disclosure  controls  and  procedures include,
without  limitation, controls and procedures designed to ensure that information
required  to  be  disclosed  in  our  reports  filed  under  the Exchange Act is
accumulated  and  communicated  to  management,  including  our  Chief Executive
Officer  and  our  Chief  Financial Officer, to allow timely decisions regarding
required  disclosure.

                                       6

<PAGE>


                           PART II - OTHER INFORMATION

Item  1.     Legal  Proceedings

We  are  not  a party to any material legal proceedings and to our knowledge, no
such  proceedings  are  threatened  or  contemplated.


Item  2.     Changes  in  Securities

We  did  not  complete  any  sales of our common stock during our fiscal quarter
ended  December  31,  2002.


Item  3.     Defaults  upon  Senior  Securities

None


Item  4.     Submission  of  Matters  to  a  Vote  of  Security  Holders

No  matters  were submitted to our security holders for a vote during the fiscal
quarter  ending  December  31,  2002.


Item  5.     Other  Information

None


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

EXHIBITS  REQUIRED  BY  ITEM  601  OF  FORM  8-K


Exhibit
Number     Description of Exhibit
------
10.1 Option Amendment Agreement between the Company and Mr. Alan Brent Hemingway
     dated  December  20,  2002(1)
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 (1) 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  (1)


(1)     Filed  as  an  Exhibit  to  this  Quarterly  Report  on  Form  10-QSB


REPORTS  ON  FORM  8-K

We  did not file any Current Reports on Form 8-K during the fiscal quarter ended
December  31,  2002  and we have not filed any Current Reports on Form 8-K since
December  31,  2002.


                                       7

<PAGE>


                                   SIGNATURES

In  accordance with the requirements of the Securities and Exchange Act of 1934,
the  Registrant  has  duly  caused this report to be signed on its behalf by the
undersigned,  thereunto  duly  authorised.


Date:     February  18,  2003


PRINCETON  VENTURES,  INC.



By:  /s/ Locke  Goldsmith
     ___________________________________
     Locke  Goldsmith,  President  and
     Chief  Executive  Officer
     (Principal  Executive  Officer)
     Date:     February  18,  2003


By:  /s/ William  Robertson
     ___________________________________
     William  Robertson,  Secretary  and
     Chief  Financial  Officer
     (Principal  Financial  Officer  and
     Principal  Accounting  Officer)
     Date:     February  18,  2003



<PAGE>


                                 CERTIFICATIONS

I,  LOCKE  GOLDSMITH,  Chief  Executive Officer of Princeton Ventures, Inc. (the
"Registrant"),  certify  that;

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

2.   Based  on  my  knowledge, this quarterly 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  quarterly  report;

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included  in  this  quarterly  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
     quarterly  report.

4.   The  registrant's  other  certifying  officers  and  I  are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules  13a-14  and  15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entities,  particularly  during  the  period  in  which this quarterly
          report  is  being  prepared;

     b)   evaluated  the  effectiveness  of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  quarterly  report  (the  "Evaluation  Date");  and

     c)   presented  in  this  quarterly  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

5.     The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  registrant's auditors any material weaknesses in
          internal  controls;  and

     b)   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          controls;  and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly  report whether or not there were significant changes in internal
     controls  or  in  other  facts  that  could  significantly  affect internal
     controls  subsequent  to  the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date:  February  18,  2003   /s/ LOCKE  GOLDSMITH
                             ___________________________________
                                   (Signature)

                                   President  and  Chief  Executive  Officer
                             ___________________________________
                                   (Title)

                                       9

<PAGE>

                                 CERTIFICATIONS

I,  WILLIAM  ROBERTSON, Chief Financial Officer of Princeton Ventures, Inc. (the
"Registrant"),  certify  that;

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

2.   Based  on  my  knowledge, this quarterly 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  quarterly  report;

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included  in  this  quarterly  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
     quarterly  report.

4.   The  registrant's  other  certifying  officers  and  I  are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules  13a-14  and  15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entities,  particularly  during  the  period  in  which this quarterly
          report  is  being  prepared;

     b)   evaluated  the  effectiveness  of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  quarterly  report  (the  "Evaluation  Date");  and

     c)   presented  in  this  quarterly  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

5.   The  registrant's  other certifying officers and I have disclosed, based on
     our  most  recent  evaluation,  to  the registrant's auditors and the audit
     committee  of  registrant's  board  of directors (or persons performing the
     equivalent  functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  registrant's auditors any material weaknesses in
          internal  controls;  and

     b)   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          controls;  and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly  report whether or not there were significant changes in internal
     controls  or  in  other  facts  that  could  significantly  affect internal
     controls  subsequent  to  the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date:  February  18,  2003   /s/ William  Robertson
                             ___________________________________
                                   (Signature)

                                   Chief  Financial  Officer
                             ___________________________________
                                   (Title)