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UNITED STATES SECURITIES AND EXCHANGE COMMISSION  
Washington, DC 20549

FORM 10QSB

|[X] | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities  Exchange Act of 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001
|--- | --------------------------------------------------------------------------------------------------------------------------------------
|    | OR                                                                                                                                    
|[ ] | Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934                                              
|    | For the transition period from to                                                                                                     

COMMISSION FILE NUMBER 333-35332



CAMDEN MINES LIMITED (Exact name of registrant as specified in its charter)



|Nevada                                                         | 88-0437644                          
|-------------------------------------------------------------- | ------------------------------------
|(State of other jurisdiction of incorporation or organization) | (IRS Employer Identification Number)

1040 West Georgia 
Suite 1160 
Vancouver, British Columbia 
Canada V6E 4H1 
(Address of principal executive offices)



(604) 605-0885

(Registrant's telephone number, including area code)

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of March 31, 2001: 5,570,425

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Board of Directors 
Camden Mines Limited
Vancouver, BC
Canada

ACCOUNTANT'S REVIEW REPORT

We have reviewed the accompanying balance sheet of Camden Mines Limited (an exploration stage enterprise) as of March 31, 2001, and the related statements of operations, stockholders' equity (deficit), and cash flows for
the nine months ended March 31, 2001, and for the period from September 14, 1999 (inception) to March 31, 2001. All information included in these financial statements is the representation of the management of Camden Mines Limited.



We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants.  A review of interim financial information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting matters.  It is substantially less in scope than an audit in accordance with auditing standards generally accepted in the United States of America, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.  Accordingly, we do not express such an opinion.



Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in conformity with accounting principles generally accepted in the United States
of America.



The financial statements for the period from September 14, 1999 (inception) to March 31, 2000 and from September 14, 1999 to June 30, 2000 were audited by us and we last expressed an unqualified opinion on them in our report dated
August 7, 2000.  We have not performed any auditing procedures since that date.



The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 2, the Company has been in the exploration stage since its inception on September 14, 1999 and
has no revenues.  These factors raise substantial doubt about the Company's ability to continue as a going concern.  Management's plans regarding those matters also are described in Note 2.  The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.





Williams & Webster, P.S.Certified Public AccountantsSpokane, Washington
April 9, 2001

















|CAMDEN MINES LIMITED
(AN EXPOLRATION STAGE ENTERPRISE)
BALACE SHEETS                                                                
|------------------------------------------------------------------------------------------------------------------------------------
|ASSETS                                                                                                                              
|                                                                                                                                    
|CURRENT ASSETS                                                                                                                      
|Cash                                                                                                                                
|                                                                                                                                    
|PROPERTY AND EQUIPMENT                                                                                                              
|Office equipment                                                                                                                    
|Less: accumulated depreciation                                                                                                      
|                                                                                                                                    
|OTHER ASSETS                                                                                                                        
|Deposits                                                                                                                            
|Mining claims                                                                                                                       
|                                                                                                                                    
|TOTAL ASSETS                                                                                                                        
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                                                                      
|CURRENT LIABILITIES                                                                                                                 
|Accounts payable                                                                                                                    
|Accounts payable - related party                                                                                                    
|Advances from related party                                                                                                         
|                                                                                                                                    
|COMMITMENTS AND CONTINGENCIES                                                                                                       
|STOCKHOLDERS' EQUITY (DEFICIT)                                                                                                      
|Common stock, 100,000,000 shares authorized, $0.00001 par value; 5,570,425 and 4,500,000 shares issued and outstanding, respectively
|Additional paid-in capital                                                                                                          
|Deficit accumulated during exploration stage                                                                                        
|                                                                                                                                    
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                                                                
|See accompanying notes and accountant's review report.
F-2                                                                          







|CAMDEN MINES LIMITED
(AN EXPLORATION STAGE ENTERPRISE)
STATEMENT OF OPERATIONS
|------------------------------------------------------------------------------
|                                                                              
|                                                                              
|                                                                              
|REVENUES                                                                      
|OPERATING EXPENSES                                                            
|Consulting services provided by directors                                     
|Rent                                                                          
|General and administrative                                                    
|Legal and accounting                                                          
|Stock transfer agent fees                                                     
|Depreciation                                                                  
|Mining exploration                                                            
|Travel                                                                        
|TOTAL EXPENSES                                                                
|LOSS BEFORE INCOME TAXES                                                      
|INCOME TAXES                                                                  
|NET LOSS                                                                      
|NET LOSS PER COMMON SHARE, BASIC AND DILUTED                                  
|WEIGHTED AVERAGE NUMBER OF COMMON STOCK SHARES OUTSTANDING, BASIC AND DILUTED 
|See accompanying notes and accountant's review report.
F-3                    





|CAMDEN MINES LIMITED
(AN EXPLORATION STAGE ENTERPRISE)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)                        
|--------------------------------------------------------------------------------------------------------------------------
|                                                                                                                          
|                                                                                                                          
|Number of Shares                                                                                                          
|Issuance of common stock for services and in payment of advances for approximately $0.055 per share                       
|Cancellation of common stock returned by directors for services and payment of advances for approximately $0.055 per share
|Issuance of common stock for services and in payment of advances for approximately $0.055 per share                       
|Loss for period ending, June 30, 2000                                                                                     
|Balance, June 30, 2000                                                                                                    
|Issuance of common stock for $0.10 per share                                                                              
|Loss for the nine month period
Ending March 31, 2001                                                                      
|Balance, March 31, 2001 (Unaudited)                                                                                       
|See accompanying notes and accountant's review report.
F-3                                                                









|CAMDEN MINES LIMITED
(AN EXPLORATION STAGE ENTERPRISE)
STATEMENTS OF CASH FLOWS
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|                                                                               
|CASH FLOWS FROM OPERATING ACTIVITIES                                           
|                                                                               
|Adjustments to reconcile net loss to net cash used by operating activities:    
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|                                                                               
|Net cash provided (used) by operating activities                               
|CASH FLOWS FROM INVESTING ACTIVITIES:                                          
|                                                                               
|Net cash flows used in investing activities                                    
|                                                                               
|                                                                               
|                                                                               
|Net cash provided by financing activities                                      
|Change in cash                                                                 
|Cash, beginning of period                                                      
|Cash, end of period                                                            
|SUPPLEMENTAL CASH FLOW DISCLOSURES:                                            
|                                                                               
|                                                                               
|NON-CASH TRANSACTIONS:                                                         
|                                                                               
|                                                                               
|                                                                               
|See accompanying notes and accountant's review report.
F-4                     

CAMDEN MINES LIMITED
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO THE FINANCIALS STATEMENTS
March 31, 2001



NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS



Camden Mines Limited (hereinafter "the Company") was incorporated on September 14, 1999 under the laws of the State of Nevada for the purpose of acquiring, exploring and developing mining properties. The Company maintains offices
in Las Vegas, Nevada and in Vancouver, British Columbia. The Company's fiscal year end is June 30.



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



This summary of significant accounting policies is presented to assist in understanding the financial statements. The financial statements and notes are representations of the Company's management, which is responsible for their
integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.



Interim Financial Statements

The interim financial statements as of March 31, 2001 and for the nine months ended March 31, 2001, included herein, have been prepared for the Company without audit. They reflect all adjustments, which are, in the opinion of
management, necessary to present fairly the results of operations for these periods. All such adjustments are normal recurring adjustments. The results of operations for the periods presented are not necessarily indicative of the results to be expected
for the full fiscal year.

Accounting Method

The Company's financial statements are prepared using the accrual method of accounting.

Use of Estimates

The process of preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities,
revenues, and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts.



Exploration Stage Activities

The Company has been in the exploration stage since its formation in September 1999 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition, exploration and development of
mining properties. Upon location of a commercial minable reserve, the Company will actively prepare the site for extraction and enter a development stage.



Foreign Currency Valuation

Management has elected to value foreign currency transactions on the date the transaction concludes. The conversion is calculated by multiplying the foreign currency value by the exchange rate at the close of the nearest trading day.



CAMDEN MINES LIMITED
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO THE FINANCIALS STATEMENTS
March 31, 2001



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)



Cash and Cash Equivalents

For purposes of the Statement of Cash Flows, the Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents.



Concentration of Risk

The Company maintains its cash accounts in primarily one commercial bank in Vancouver, British Columbia, Canada. The Company's cash account is a business checking account maintained in U.S. dollars, which totaled $34,366 as of
March 31, 2001. This account is not insured.



Fair Value of Financial Instruments

The carrying amounts for cash, accounts payable, notes payable and accrued liabilities approximate their fair value.



Derivative Instruments

In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities." This standard establishes accounting and
reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the balance sheet and
measure those instruments at fair value.



At March 31, 2001, the Company has not engaged in any transactions that would be considered derivative instruments or hedging activities.



Impaired Asset Policy

In March 1995, the Financial Accounting Standards Board issued a statement titled "Accounting for Impairment of Long-lived Assets." In complying with this standard, the Company reviews its long-lived assets quarterly to determine
if any events or changes in circumstances have transpired which indicate that the carrying value of its assets may not be recoverable. The Company does not believe any adjustments are needed to the carrying value of its assets at March 31, 2001.



Exploration Costs

In accordance with accounting principles generally accepted in the United States of America, the Company expenses exploration costs as incurred.



Compensated Absences

Currently, the Company has no paid employees; therefore, no policy regarding compensated absences has been established. The Company will establish a policy to recognize the costs of compensated absences at the point in time that it
has compensated employees.



CAMDEN MINES LIMITED
(AN EXPLORATION STAGE ENTERPRISE)
>NOTES TO THE FINANCIALS STATEMENTS
March 31, 2001



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)



Provision for Taxes

At March 31, 2001, the Company had a net operating loss of approximately $312,000 from inception. No provision for taxes or tax benefit has been reported in the financial statements, as there is not a measurable means of assessing
future profits or losses.



Basic and Diluted Loss Per Share

Loss per share was computed by dividing the net loss by the weighted average number of shares outstanding during the period. The weighted average number of shares was calculated by taking the number of shares outstanding and
weighting them by the amount of time that they were outstanding. Basic and diluted loss per share were the same, as there were no common stock equivalents outstanding.



Going Concern

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



As shown in the accompanying financial statements, the Company incurred a net loss of $312,037 for the period of September 14, 1999 (inception) to March 31, 2001 and had no sales. The future of the Company is dependent upon its ability
to obtain financing and upon future successful explorations for and profitable operations from the development of 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 and classification of liabilities that might be necessary in the event the Company cannot continue in existence.



Office Equipment



Furniture and equipment are carried at cost. Depreciation is computed on the straight-line method over the estimated useful lives of the related assets, which range from five to seven years. Depreciation amounted to $416 for the nine
months ended March 31, 2001.



NOTE 3 - COMMON STOCK



On September 14, 1999 and January 20, 2000, a net total of 4,500,000 shares of common stock were issued to officers and directors only. There was no public offering of any securities.The aforementioned shares were issued in
payment of services valued at $245,462 and advances of $2,038. Total advances include repayment for mining claim recording fees of $54 and other expenses of $1,723.These shares were issued pursuant to exemption from registration contained in Section 4 (2) of the Securities Act of 1933.

In September 1999, the Company, through Mr. Hugh Grenfal, its president and a member of the board of directors, acquired100% of the rights, titles and interests in eight mining claims in the Iron Wolf property,



CAMDEN MINES LIMITED
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO THE FINANCIALS STATEMENTS
March 31, 2001



NOTE 3 - COMMON STOCK (Continued)



Nanaimo Mining Division, Vancouver Island, British Columbia, Canada.

Payment of $54 was required to record the eight mining claims. These amounts were paid by the shareholders and repaid by the Company in the form of stock as denoted above. Although the claims are recorded in Mr. Grenfal's name for tax
purposes, title to the claims has been conveyed to the Company via an unrecorded deed.



During the nine months ended March 31, 2001, the Company sold 1,070,425 shares of its common stock at an offering price of ten cents per share. These shares were sold pursuant to a public offering of the stock and are considered
free-trading on the public market.



NOTE 4 - LEASES



On March 31, 2000, the Company entered into an office lease agreement with Callinan Mines Limited for a period of approximately three years. The agreement calls for reporting entities to pay Callinan for one-half of the total facility
rent. This amount is evenly divided among the reporting entities. As of March 2000, the Company is responsible for $607 Canadian dollars per month. As of March 31, 2001, this was equivalent to approximately $385 U.S. per month. The lease expires on June
29, 2003. Total rent paid for the nine months ended March 31, 2001 was $5,573.



NOTE 5 - RELATED PARTIES



The Company occupies office space provided by Mr. Grenfal, its president, in his capacity as vice president and director of Callinan Mines Limited. On May 1, 2000, the Company entered into a lease agreement with Callinan for a period
of approximately three years. See Note 4.

Mr. Grenfal, Mr. Sergei Stetsenko and Mr. Yaroslav Grabovetsky, all directors of the Company, have advanced monies to the Company to open a checking account, and in payment of expenses. The funds advanced were repaid as part of the
original stock issuance transaction. See Note 3.

In addition, Mr. Grenfal, who advanced $13,148 in payment of incorporation, audit fees, attorney's fees, and other incidental expenses, agreed to receive reimbursement when the Company had the appropriate cash flow for such
reimbursement. The funds advanced were repaid during the nine months ended March 31, 2001.



NOTE 6 - COMMITMENTS AND CONTINGENCIES

The Company is engaged in the exploration and development of mineral properties. At present, there are no feasibility studies establishing proven and probable reserves.

Although the minerals exploration and mining industries are inherently speculative and subject to complex environmental regulations, the Company is unaware of any pending litigation or of any specific past or prospective matters which
could impair the value of its mining claims.



ITEM 2. 	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS



Financial Condition, Liquidity and Capital Resources



Since inception on September 14, 1999, the Company has been engaged in exploration and acquisition of mineral properties. The Company's principal capital resources have been acquired through issuance of common stock and from
shareholder loans.



At March 31, 2001, there was positive working capital of $33,415 compared to deficit working capital of $(17,440) at June 30, 2000. This change is primarily the result of the Company's stock issuance proceeds of $107,043, more than
offsetting increasing accounts payable and payment of related party loans.



At March 31, 2001, the Company's total assets of $43,457 consists of mainly cash and office equipment. This compares favorably with the Company's assets at June 30, 2000 of $1,051, which consisted of only $586 in cash.



At March 31, 2001, the Company's total liabilities decreased to $951 from $18,026 at June 30, 2000, primarily reflecting a net payment to related party loans of $18,026 and a build-up of accounts payable in the amount of $951.



The Company has not had revenues from inception. Although there is insufficient capital to fully explore and develop its mineral properties, the Company expects to survive and exploit its resources primarily with funding from sales
of its securities and, as necessary, from shareholder loans.



The Company has no long-term debt and does not regard long-term borrowing as a good, prospective source of financing.



Results of Operations



The Company posted losses of $13,210 and $47,562 for the three months and nine months ending March 31, 2001, respectively. The principal component of each loss was professional expenses.



Operating expenses for the nine months ending March 31, 2001 were $47,562, down almost $202,432 from the short year ending June 30, 2000, primarily as a result of decreased executive compensation expenses, which were $254,462 in
the year ended June 30, 2000 and $-0- thereafter.



















SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 8th day of May, 2001

CAMDEN MINES LIMITED

(Registrant)

By:	/s/ Hugh Grenfal
Hugh Grenfal, President, Treasurer, Chief Financial Officer a member of the Board of Directors