<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  March  31,  2002

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

          For  the  transition  periodto


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

                                      None
              ----------------------------------------------------
              (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  May  15,  2002.



<PAGE>


                         PART 1 - FINANCIAL INFORMATION

Item  1.     Financial  Statements

The accompanying unaudited financial statements have been prepared in accordance
with  the  instructions  to  Form 10-QSB and Item 310(b) of Regulation S-B, and,
therefore, do not include all information and footnotes necessary for a complete
presentation  of  financial  position,  results  of  operations, cash flows, and
stockholders'  equity  in  conformity  with  generally  accepted  accounting
principles.  In  the opinion of management, all adjustments considered necessary
for a fair presentation of the results of operations and financial position have
been  included  and  all  such  adjustments  are  of  a normal recurring nature.
Operating  results  for the nine months ended March 31, 2002 are not necessarily
indicative  of  the  results  that  can be expected for the year ending June 30,
2002.

<PAGE>


                            PRINCETON VENTURES, INC.
                         (An Exploration Stage Company)


                              FINANCIAL STATEMENTS


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


                                       3
<PAGE>


<TABLE>
<CAPTION>

                            PRINCETON  VENTURES,  INC.
                         (An Exploration Stage Company)

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



--------------------------------------------------------------------------------
                                      MARCH 31    JUNE 30
                                          2002       2001
--------------------------------------------------------------------------------

<S>                                  <C>         <C>


ASSETS

Current
  Cash                               $     242   $ 31,853
  Prepaid expenses                       4,700      9,000
                                     ----------  ---------
                                         4,942     40,853

Mineral Property Interest (Note 4)           -          -
                                     ----------  ---------
                                     $   4,942   $ 40,853
==========================================================
LIABILITIES

Current
  Accounts payable                   $  20,251   $  1,423
                                     ----------  ---------
SHAREHOLDER'S EQUITY
(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 March 31, 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                  (76,269)   (11,630)
                                     ----------  ---------

                                       (15,309)    39,430
                                     ----------  ---------
                                     $   4,942   $ 40,853
=========================================================


</TABLE>



                                       4
<PAGE>



<TABLE>
<CAPTION>

                       PRINCETON  VENTURES,  INC.
                   (An  Exploration  Stage  Company)

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

----------------------------------------------------------------------
                                                             PERIOD
                                                              FROM
                                        THREE      NINE     INCEPTION
                                       MONTHS     MONTHS     MAY 10
                                        ENDED      ENDED     2001 TO
                                       MARCH 31   MARCH 31   MARCH 31
                                        2002        2002       2002
----------------------------------------------------------------------
<S>                                 <C>         <C>         <C>
Expenses
  Mineral property option payments  $        -  $        -  $   1,075
  Administrative expense                     -           -      7,962
  Professional fees                     13,647      35,494     35,494
  Transfer fees                              -       1,255      1,255
  Consulting services                    4,500      22,125     22,125
  Office and sundry                         16       1,265      1,877
  Exploration expenses                   4,500       4,500      6,481
                                     ---------------------------------
Net Loss For The Period                 22,663      64,639  $  76,269
                                                            ==========
Deficit Accumulated During
 The Exploration Stage,
 Beginning Of Period                    53,606      11,630
                                     ----------------------
Deficit Accumulated
 During The Exploration
 Stage, End Of Period               $   76,269  $   76,269
===========================================================

Net Loss Per Share                  $     0.01  $     0.01
===========================================================


Weighted Average Number
 Of Shares Outstanding               6,503,891   6,503,891
===========================================================

</TABLE>



                                       5
<PAGE>


<TABLE>
<CAPTION>

                         PRINCETON  VENTURES,  INC.
                      (An  Exploration  Stage  Company)

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


----------------------------------------------------------------------
                                                       PERIOD
                                                        FROM
                                  THREE      NINE     INCEPTION
                                 MONTHS     MONTHS     MAY 10
                                  ENDED      ENDED     2001 TO
                                 MARCH 31   MARCH 31   MARCH 31
                                  2002        2002       2002
----------------------------------------------------------------------
<S>                             <C>         <C>         <C>
Cash Flows From Operating
Activities
  Net loss for the period       $ (22,663)  $ (64,639)  $ (76,269)

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       4,300      (4,700)
  Change in accounts payable       16,279      18,828      20,251
                                ----------------------------------

                                   (4,134)    (41,511)    (60,643)
                                ----------------------------------


Cash Flows From Financing
Activity
Issue of share capital                -       9,900      60,885
                                ---------------------------------
-
(Decrease) Increase In Cash      (4,134)    (31,611)        242

Cash, Beginning Of Period         4,376      31,853           -
                                ----------------------------------


Cash, End Of Period              $  242   $     242   $     242
==================================================================


</TABLE>

SUPPLEMENTAL  DISCLOSURE  OF  NON-CASH  FINANCING  AND  INVESTING  ACTIVITIES:

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

                                       6

<PAGE>


<TABLE>
<CAPTION>

                            PRINCETON  VENTURES,  INC.
                       (An  Exploration  Stage  Company)

                        STATEMENT OF STOCKHOLDERS' EQUITY

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



                                                        DEFICIT
                           COMMON STOCK                 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 period            -       -         -       (64,639)   (64,639)
                           ----------------------------------------------------


Balance, March 31, 2002    6,534,000  $6,534  $ 54,426  $    (76,269)  $(15,309)
                           =====================================================



</TABLE>



                                       7


<PAGE>

                            PRINCETON VENTURES, INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

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



1.     BASIS  OF  PRESENTATION

The  unaudited  financial  statements as of March 31, 2002, included herein have
been  prepared  without  audit  pursuant  to  the  rules  and regulations of the
Securities  and  Exchange  Commission.  Certain  information  and  footnote
disclosures  normally  included  in  financial statements prepared in accordance
with  United States generally accepted accounting principles have been condensed
or  omitted  pursuant  to  such  rules  and  regulations.  In  the  opinion  of
management, all adjustments (consisting of normal recurring accruals) considered
necessary  for  a  fair  presentation  have been included.  It is suggested that
these financial statements be read in conjunction with the June 30, 2001 audited
financial  statements  and  notes  thereto.


2.     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  $76,269 for the period from May 10, 2001 (inception) to March 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.

                                       8
<PAGE>


                            PRINCETON VENTURES, INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

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



3.     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:

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.



                                       9
<PAGE>


                            PRINCETON VENTURES, INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

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



3.   SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

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.

e)     Loss  Per  Share

Loss  per share is calculated using the weighted average number of common shares
outstanding  during  the period.  Diluted earnings per share is not shown as the
effect  is  anti-dilutive.


4.     MINERAL  PROPERTY  INTEREST

By  an agreement, dated May 18, 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  June  30,  2003;
iii)     incur  an aggregate of $135,000 on exploration expenditures, comprising
$5,000 by February 28, 2002, $10,000 on or before June 30, 2002, and $120,000 on
or  before  June  30,  2003.


5.     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  4.

                                       10
<PAGE>


                            PRINCETON VENTURES, INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

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



6.     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.


7.     RELATED  PARTY  TRANSACTIONS

During  the  period ended March 31, 2002, the Company paid $13,500 in consulting
fees  to  two  directors  pursuant  to  the  agreements  referred  to  Note  6.


                                       11
<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.

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:

                                       12
<PAGE>



(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,  2002;

(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,  2002.

We  have  satisfied  this  initial  exploration  expenditure  requirement due by
February  28,  2002  by  completing  the  initial  phase of the recommended work
program  on  the  Merry  mineral  claims.

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.  If we are able to raise the additional
financing,  we will attempt to complete this phase in the summer or fall of 2002
prior  to  snowfall.   We anticipate that we would engage Mr. Ostler to complete
this  second  phase  of  exploration.

If we determine 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
anticipate our geologist Mr. Ostler will complete all three phases on our behalf
if  each  are  proceeded with and that Mr. Ostler's total fee for such work will
total  $135,000,  including  $120,000  for  the  third phase. If we determine to
proceed  with  the third phase, it will not be


                                       13
<PAGE>


possible  to  start  the  third  phase until the summer of 2003 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 $242 as of March 31, 2002 and a working capital
deficit  of  $15,309  as  of March 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.  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  phase  three  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  management agreements, of which we have prepaid a total of $4,700;

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 $242 as of March 31, 2002 and a working capital
deficit  of  $15,309 as of March 31, 2002.  Our total expenditures over the next
twelve  months  are  anticipated  to  be  $28,300,  after accounting for prepaid
expenditures.  Accordingly,  we will require additional financing in the minimum
amount  of  approximately  $54,000  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, 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.

                                       14
<PAGE>



Results  Of  Operations  for  Nine  months  ending  March  31,  2002

We  did  not earn any revenues during the nine months ending March 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 $64,639 for the nine months
ended  March  31,  2002.  The  largest  component of our operating expenses were
professional  fees  in the amount of $35,494 during the nine months ending March
31,  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 $22,125 during
the nine months ended March 31, 2002.  These consulting fees included consulting
fees  in  the  amount  of  $13,500 paid to our two executive officers, Mr. Locke
Goldsmith,  our  Chief  Executive  Officer, and Mr. William Robertson, our Chief
Financial  Officer.

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 $64,639 for the nine months ending March 31, 2002.  Our
loss  is  entirely  attributable  to  our  operating  expenses.

Liquidity  And  Capital  Resources

We  had cash of $242 as of March 31, 2002 compared to cash of $31,853 as of June
30,  2001.  We  had  a  working  capital deficit of $15,309 as of March 31, 2002
compared  to  positive  working  capital  of  $39,430  as  of  June  30,  2001.

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  $54,000  over  the  next twelve months to pay for our expenses in
pursuing our plan of operations, as outlined above.  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


                                       15
<PAGE>

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.

                                       16
<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  March  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  March  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

None

REPORTS  ON  FORM  8-K

None

                                       17
<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:     May  17,  2002


PRINCETON  VENTURES,  INC.


By:    /s/ WILLIAM ROBERTSON
       --------------------------------
       WILLIAM ROBERTSON
       Chief  Financial  Officer,
       Secretary  and  Treasurer
       Director