U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB
                                   -----------


                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended September 30, 2004            Commission File Number 000-33195
                  ------------------                                   ---------


                                XINHUA CHINA LTD.
                                -----------------
        (Exact name of small business issuer as specified in its charter)

            Nevada                                               88-0437644
            ------                                               ----------
(State or other jurisdiction of                                 (IRS Employer
incorporation or organization)                               Identification No.)

Suite 1880, 505 Burrard St., Vancouver,
        British Columbia, Canada                                   V7X 1M6
----------------------------------------                           -------
(Address of Principal Executive Offices)                          (Zip Code)

                                 (604) 681-3864
                                 --------------
                           (Issuer's telephone number)

                                       N/A
                                       ---
              (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 Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

                                 Yes  X      No
                                    -----      -----

Applicable only to issuers involved in bankruptcy proceedings during the
------------------------------------------------------------------------
preceding five years
--------------------

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.

                                 Yes         No
                                    -----      -----

Applicable only to corporate issuers
------------------------------------

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. 61,056,375 shares as of November 15,
2004.

Transitional Small Business Disclosure Format:
----------------------------------------------

                                 Yes         No  X
                                    -----      -----


<PAGE>






                                Table of Contents
                                -----------------


PART I   FINANCIAL INFORMATION
------------------------------

Item 1      Financial Statements.............................................3

Item 2.     Management's Discussion and Analysis or Plan of Operation........4

Item 3.     Controls and Procedures..........................................6

Part II  OTHER INFORMATION
--------------------------

Item 1.     Legal Proceedings................................................6

Item 2.     Changes in Securities and Use of Proceeds........................6

Item 3.     Defaults Upon Senior Securities..................................7

Item 4.     Submission of Matters to a Vote of Securities Holders............7

Item 5.     Other Matters....................................................8

Item 6.     Exhibits.........................................................8

            Signatures.......................................................8



























                                        2
<PAGE>






PART I--FINANCIAL INFORMATION
-----------------------------

Item 1.  Financial Statements
-----------------------------

















                                XINHUA CHINA LTD.

                         (Formerly Camden Mines Limited)

                         (An Exploration Stage Company)

                              Financial Statements

                               September 30, 2004






















                                       F-1


                                        3
<PAGE>




<TABLE>
<CAPTION>
XINHUA CHINA LTD.
(Formerly Camden Mines Limited)
(An Exploration Stage Company)
Balance Sheet
As at September 30, 2004
(expressed in U.S. dollars)
------------------------------------------------------------------------------------------------------

                                                                        Sept. 30,          June 30,
                                                                           2004              2004
------------------------------------------------------------------------------------------------------


ASSETS
------

<S>                                                                   <C>               <C>
Current Assets
     Cash                                                             $           -     $         130
     Prepaid expenses                                                         4,583                 -
                                                                      --------------    --------------

Total Current Assets                                                          4,583               130
Property and equipment - Note 3                                               3,979                 -
                                                                      --------------    --------------

Total Assets                                                          $       8,562     $         130
                                                                      ==============    ==============


LIABILITIES
-----------

Current Liabilities
     Accounts payable and accrued liabilities                         $      31,241     $       4,998
     Due to related parties                                                  43,317            11,503
                                                                      --------------    --------------

Total Current Liabilities                                                    74,558            16,501


STOCKHOLDERS' DEFICIENCY
------------------------

Capital stock

   Authorized:
      100,000,000 common shares with a par value of $0.00001 each
   Issued and outstanding 61,056,375 common shares                              611               204

   Additional paid - in capital                                             452,068           354,502

Deficit accumulated during the exploration stage                          ( 518,675)        ( 371,077)
                                                                      --------------    --------------

Total Stockholders' Deficiency                                             ( 65,996)         ( 16,371)
                                                                      --------------    --------------

Total Liabilities and Stockholders' Deficiency                        $       8,562     $         130
                                                                      ==============    ==============
</TABLE>









                       Unaudited - Prepared by Management
               See accompanying notes to the financial statements

                                       F-2
<PAGE>




<TABLE>
<CAPTION>
XINHUA CHINA LTD.
(Formerly Camden Mines Limited)
(An Exploration Stage Company)
Statement of Operations
For the Three Month Period Ended September 30, 2004
(expressed in U.S. dollars)
--------------------------------------------------------------------------------------------

                                          Period from
                                         Sept. 14/1999
                                         (inception) to
                                         Sept. 30, 2004          2004              2003
--------------------------------------------------------------------------------------------


<S>                                     <C>                 <C>               <C>
General & administrative expenses
   Advertising and promotion            $         3,672     $       3,672     $           -
   Depreciation                                   8,439                 -               673
   Business plan                                  9,665             9,665                 -
   Entertainment                                  1,563             1,563                 -
   Office services                               41,953            11,854                16
   Investor relations                             2,000             2,000                 -
   Legal and accounting                          68,084             2,925               600
   Mining exploration                             5,492                 -               390
   Rent                                           9,864                 -                 -
   Shareholder information                        1,283             1,283                 -
   Stock-based compensation                     343,760            98,136                 -
   Subscriptions                                  2,044             2,044                 -
   Translations                                   1,014             1,014                 -
   Transfer agent and filing fees                 1,121               651                25
   Travel                                        16,576            10,646                 -
   Web site                                       2,308             2,308                 -
                                        ----------------------------------------------------

                                                518,838           147,761             1,704
                                        ----------------------------------------------------

Loss for the period                     $     ( 518,838)    $   ( 147,761)    $     ( 1,704)


Net loss per share - Basic                                              -                 -

Weighted average shares outstanding                            61,056,375        61,056,375


<FN>
(Diluted loss per share has not been presented as the result is anti-dilutive)
</FN>
</TABLE>










                       Unaudited - Prepared by Management
               See accompanying notes to the financial statements

                                       F-3
<PAGE>




<TABLE>
<CAPTION>
XINHUA CHINA LTD.
(Formerly Camden Mines Limited
(An Exploration Stage Company)
Statement of Cash Flows
For the Three Month Period Ended September 30, 2004
(expressed in U.S. dollars)
-----------------------------------------------------------------------------------------------------

                                                   Period from
                                                  Sept. 14/1999
                                                  (inception) to
                                                  Sept. 30, 2004          2004              2003
-----------------------------------------------------------------------------------------------------


<S>                                              <C>                 <C>               <C>
Operating activities
   Net loss for the period                       $     ( 518,838)    $   ( 147,761)    $     ( 1,704)

Adjustment to reconcile net loss to cash
   Depreciation                                            8,439                 -               673
   Stock-based compensation                              343,760            98,136                 -
   Mining claims costs                                        54                 -                 -

Changes in operating assets and liabilities
   Prepaid expenses                                      ( 4,583)          ( 4,583)                -
   Accounts payable and accrued liabilities               31,242            26,243             1,499
                                                 ----------------------------------------------------

Net cash from (used in) operating activities           ( 139,926)         ( 27,965)              468
                                                 ----------------------------------------------------

Financing activities
   Due to related parties                                 45,301            31,814           ( 1,500)
   Proceeds from sale of common stock                    107,043                 -                 -
                                                 ----------------------------------------------------

Net cash provided by financing activities                152,344            31,814           ( 1,500)
                                                 ----------------------------------------------------

Investing activities
   Acquisition of equipment                             ( 12,418)          ( 3,979)                -
                                                 ----------------------------------------------------

Decrease in cash                                               -             ( 130)          ( 1,032)

Cash, beginning of period                                      -               130             1,328
                                                 ----------------------------------------------------

Cash, end of period                              $             -     $           -     $         296
                                                 ====================================================
</TABLE>













                       Unaudited - Prepared by Management
               See accompanying notes to the financial statements

                                       F-4
<PAGE>




<TABLE>
<CAPTION>
XINHUA CHINA LTD.
(Formerly Camden Mines Limited)
(An Exploration Stage Company)
Statement of Stockholders' Equity (Deficit)
For the Three Month Period Ended September 30, 2004
(expressed in U.S. dollars)
--------------------------------------------------------------------------------------------------------------------------------

                                                                                                    Deficit
                                                                                                  Accumulated         Total
                                                          Common Stock            Additional       During the     Stockholders'
                                                 ----------------------------      Paid-In        Exploration         Equity
                                                    # Shares        Amount         Capital           Stage          (Deficit)
                                                                      $               $                $                $
                                                 -------------------------------------------------------------------------------

<S>                                              <C>             <C>            <C>              <C>              <C>
Balance-September 14, 1999 (Date of Inception)               -             -                -                -                -

Issuance of common stock for services and
in payment of advances for approximately
$0.055 per share                                    75,000,000           750          274,250                -          275,000

Cancellation of common stock by directors
for services and payment of advances for
approximately $0.055 per share                    ( 30,000,000)       (  300)       ( 109,700)               -        ( 110,000)

Issuance of common stock for services and
in payment of advances for approximately
$0.055 per share                                    22,500,000           225           82,275                -           82,500

Net loss for period                                          -             -                -        ( 264,475)      (  264,475)
                                                 -------------------------------------------------------------------------------

Balance-June 30, 2000                               67,500,000           675          246,825        ( 264,475)        ( 16,975)

Sale of common stock for cash
at $0.10 per share                                  16,056,375           161          106,882                -          107,043

Cancellation of common stock returned
for services and payment of advances              ( 22,500,000)        ( 225)             225                -                -

Net loss for the year                                        -             -                -         ( 58,677)        ( 58,677)
                                                 -------------------------------------------------------------------------------

Balance-June 30,2001                                61,056,375           611          353,932        ( 323,152)          31,391
Net loss for the year                                        -             -                -         ( 23,521)        ( 23,521)
                                                 -------------------------------------------------------------------------------

Balance - June 30, 2002                             61,056,375           611          353,932        ( 346,673)           7,870
Net loss for the year                                        -             -                -         ( 16,806)        ( 16,806)
                                                 -------------------------------------------------------------------------------

Balance - June 30, 2003                             61,056,375           611          353,932        ( 363,479)         ( 8,936)
Net loss for the year                                        -             -                -          ( 7,435)         ( 7,435)
                                                 -------------------------------------------------------------------------------

Balance - June 30, 2004                             61,056,375           611          353,932        ( 370,914)        ( 16,371)
                                                 -------------------------------------------------------------------------------

Stock-based compensation                                     -             -           98,136                -                -
Net loss for period ended Sept.30/2004                       -             -                -        ( 147,761)        ( 49,625)
                                                 -------------------------------------------------------------------------------

Balance - September 30, 2004                        61,056,375           611          452,068        ( 518,675)        ( 65,996)
                                                 ===============================================================================
</TABLE>



                       Unaudited - Prepared by Management
               See accompanying notes to the financial statements

                                       F-5
<PAGE>




XINHUA CHINA LTD.
(Formerly Camden Mines Limited)
(An Exploration Stage Company)
Notes to the Financial Statements
September 30, 2004
(expressed in U.S. dollars)
--------------------------------------------------------------------------------


1.   Exploration Stage Company
------------------------------

     The Company was  incorporated in the State of Nevada on September 14, 1999.
     In September 1999 the Company  purchased eight mineral claims,  situated in
     the Iron Wolf property, Nanaimo Mining Division,  Vancouver Island, British
     Columbia,  Canada.  The  Company's  principal  business plan is to acquire,
     explore and develop  mineral  properties and to ultimately seek earnings by
     exploiting the mineral claims.

     The  Company  has been in the  exploration  stage  since its  formation  on
     September  14, 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.  During the quarter the Company disposed
     of its mineral  properties.  The Company is in the process of  acquiring an
     interest in a newly formed equity in the Republic of China dealing with the
     distribution of books in that country. The ability of the Company to pursue
     this  acquisition  is  dependent  upon  its  successful  efforts  to  raise
     additional equity financing and/or attain profitable operations. Management
     has plans to seek additional capital through a private placement and public
     offering of its common stock.  There is no guarantee  that the Company will
     be able to  complete  any of the  above  objectives.  These  factors  raise
     substantial  doubt  regarding the Company's  ability to continue as a going
     concern.  At September 30, 2004, the Company had a working  capital deficit
     of $69,975. The Company expects to fund itself in the next twelve months by
     sales of shares.

2.   Basis of Presentation
--------------------------

     The accompanying unaudited interim balance sheets, statements of operations
     and cash flows reflected all  adjustments,  consisting of normal  recurring
     adjustments and other adjustments,  that are, in the opinion of management,
     necessary for a fair presentation of the financial position of the Company,
     at September 30, 2004, and the results of operations and cash flows for the
     interim period ended September 30, 2004 and 2003.

     The  accompanying  unaudited  financial  statements  have been  prepared in
     accordance  with the  instruction for Form 10-QSB pursuant to the rules and
     regulations of Securities and Exchange  Commission and,  therefore,  do not
     include all  information and notes normally  provided in audited  financial
     statements   and  should  be  read  in   conjunction   with  the  Company's
     consolidated financial statements for the year ended June 30, 2004 included
     in the annual report previously filed on Form 10-KSB.

     The  results  of  operations  for the  interim  periods  presented  are not
     necessarily indicative of the results to be expected for the full year.

3.   Summary of Significant Accounting Principles
-------------------------------------------------

     a)   Year End

          The Company's year end is June 30.



                       Unaudited - Prepared by Management

                                       F-6
<PAGE>




XINHUA CHINA LTD.
(Formerly Camden Mines Limited)
(An Exploration Stage Company)
Notes to the Financial Statements
September 30, 2004 - Page 2
(expressed in U.S. dollars)
--------------------------------------------------------------------------------


3.   Summary of Significant Accounting Principles - cont'd
----------------------------------------------------------

     b)   Basis of Accounting

          These financial  statements are prepared in conformity with accounting
          principles  generally  accepted in the United States and are presented
          in US dollars.

     c)   Use of Estimates

          The  preparation  of  financial  statements  in  conformity  with U.S.
          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  during the  reporting  period.  Actual  results
          could differ from those estimates.

     d)   Cash and Cash Equivalents

          The Company considers all highly liquid instruments with a maturity of
          three months or less at the time of issuance to be cash equivalents.

     e)   Long-Live Assets

          SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived
          Assets" establishes a single accounting model for long-lives assets to
          be disposed of by sale  including  discontinued  operations.  SFAS 144
          requires that these long-lived  assets be measured at the lower of the
          carrying amount or fair value less cost to sell,  whether  reported in
          continuing operations or discontinued operations.

     f)   Foreign Currency Transactions / Balances

          The  Company's  functional  currency  is the  United  States  dollars.
          Occasional transactions occur in Canadian currency, and management has
          adopted SFAS No. 52, "Foreign Currency  Translation."  Monetary assets
          and liabilities  denominated in foreign currencies are translated into
          United  States  dollars at rates of  exchange in effect at the balance
          sheet date.  Non-monetary  assets,  liabilities  and items recorded in
          income arising from transactions denominated in foreign currencies are
          translated  at  rates  of  exchange  in  effect  at  the  date  of the
          transaction.

     g)   Exploration and Development Costs

          The Company has been in the  exploration  stage since its formation in
          September  14, 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.  Mineral exploration
          costs are expensed as  incurred.  When it has been  determined  that a
          mineral  property  can  be  economically  developed  as  a  result  of
          establishing  proven and  probable  reserves,  the costs  incurred  to
          develop such property,  are capitalized.  Such costs will be amortized
          using the  units-of-production  method over the estimated  life of the
          probable reserve.  Payments related to the acquisition of the land and
          mineral rights are capitalized as incurred.


                       Unaudited - Prepared by Management

                                       F-7
<PAGE>




XINHUA CHINA LTD.
(Formerly Camden Mines Limited)
(An Exploration Stage Company)
Notes to the Financial Statements
September 30, 2004 - Page 3
(expressed in U.S. dollars)
--------------------------------------------------------------------------------


3.   Summary of Significant Accounting Principles - cont'd
----------------------------------------------------------

     h)   Basis and Diluted Net Income (Loss) Per Share

          The Company  computes net income (loss) per share in  accordance  with
          SFAS No.  128,  "Earnings  per Share"  (SFAS 128).  SFAS 128  requires
          presentation of both basis and diluted earnings per share (EPS) on the
          face of the income  statement.  Basic EPS is computed by dividing  net
          income  (loss)  available to common  shareholders  (numerator)  by the
          weighted average number of shares outstanding (denominator) during the
          period.  Diluted EPS gives  effect to all  dilutive  potential  common
          shares  outstanding  during the period including stock options,  using
          the treasury stock method, and convertible  preferred stock, using the
          if-converted method. In computing Diluted EPS, the average stock price
          for the period is used in determining  the number of shares assumed to
          be purchased  from the exercise of stock options or warrants.  Diluted
          EPS  excludes  all  dilutive  potential  shares  if  their  effect  is
          anti-dilutive.

     i)   Stock-based Compensation

          The  Company   adopted  the  fair  value  method  of  accounting   for
          stock-based   compensation   recommended  by  Statement  of  Financial
          Accounting  Standards No. 123 (SFAS 123),  "Accounting for Stock-based
          Compensation". On September 3, 2004, the board of directors approved a
          stock option plan that is described more fully in Note 7.

     j)   Financial Instruments

          The carrying value of cash, accounts payable, accrued liabilities, and
          due to related  party  approximate  fair  value due to the  relatively
          short maturity of these instruments.

     k)   Comprehensive Loss

          SFAS No. 130, "Reporting Comprehensive  Income,"establishes  standards
          for the reporting and display of comprehensive loss and its components
          in the financial statements. As at June 30, 2004 and 2003, the Company
          has no items that represent comprehensive loss and, therefore, has not
          included a schedule of comprehensive loss in the financial statements.

     l)   Income Taxes

          Potential  benefits  of income tax losses  are not  recognized  in the
          accounts  until  realization  is more likely than not. The Company has
          adopted SFAS No. 109 "Accounting  for Income Taxes".  Pursuant to SFAS
          No. 109 the Company is required to compute tax asset  benefits for net
          operating losses carried forward.  Potential  benefit of net operating
          losses have not been recognized in these financial  statements because
          the  Company  cannot be  assured  it is more  likely  than not it will
          utilize the net operating losses carried forward in future years.


                       Unaudited - Prepared by Management

                                       F-8
<PAGE>




XINHUA CHINA LTD.
(Formerly Camden Mines Limited)
(An Exploration Stage Company)
Notes to the Financial Statements
September 30, 2004 - Page 4
(expressed in U.S. dollars)
--------------------------------------------------------------------------------


3.   Summary of Significant Accounting Principles - cont'd
----------------------------------------------------------

     m)   Recent Accounting Pronouncements

          In December 2003, the Securities and Exchange  Commission issued Staff
          Accounting  Bulletin No. 104,  "Revenue  Recognition" (SAB 104), which
          supersedes SAB 101, "Revenue Recognition in Financial Statements". The
          primary purpose of SAB 104 is to rescind accounting guidance contained
          in SAB 101 related to multiple element revenue arrangements, which was
          superseded as a result of the issuance of EITF 00-21,  "Accounting for
          Revenue Arrangements with Multiple Deliverables". While the wording of
          SAB 104 has changed to reflect the issuance of EITF 00-21, the revenue
          recognition  principles  of SAB 101 remain  largely  unchanged  by the
          issuance of SAB 104.  The  adoption of SAB 104 did not have a material
          impact on the Company's financial statements.

          In May 2003, the Financial  Accounting Standards Board issued SFAS No.
          150,    "Accounting   for   Certain    Financial    Instruments   with
          Characteristics  of  both  Liabilities  and  Equity".   SFAS  No.  150
          establishes  standards  for  how an  issuer  classifies  and  measures
          certain financial  instrument with characteristics of both liabilities
          and equity. It requires that an issuer classify a financial instrument
          that  is  within  its  scope  as a  liability  (or an  asset  in  some
          circumstances).

          The requirements of SFAS No. 150 apply to issuers'  classification and
          measurement of  freestanding  financial  instruments,  including those
          that comprise more than one option or forward  contract.  SFAS No. 150
          does not apply to features that are embedded in a financial instrument
          that is not a derivative  in its  entirety.  SFAS No. 150 is effective
          for financial instruments entered into or modified after May 31, 2003,
          and  otherwise  is effective  at the  beginning  of the first  interim
          period beginning after June 15, 2003, except for mandatory  redeemable
          financial  instruments of non-public entities. It is to be implemented
          by  reporting  the  cumulative  effect  of a change  in an  accounting
          principle for financial  instruments  created before the issuance date
          of SFAS No. 150 and still  existing  at the  beginning  of the interim
          period of adoption. Restatement is not permitted. The adoption of this
          standard did not have a material  effect on the  Company's  results of
          operations or financial position.

4.   Equipment
--------------

                                                         Sept. 30,    June 30,
                                                           2004         2004
                          ------------------------------------------------------
                                          Accumulated         Net Carrying
                               Cost       Depreciation     Value        Value
                          ------------------------------------------------------

     Office equipment     $       3,979   $         -   $    3,979   $        -


5.   Related Party Transactions / Balances

     i)   The Company  occupies  office space  provided by a company whose Chief
          Financial  Officer is the  President of the Company.  At September 30,
          2004,  the Company was  indebted to this company for  $1,098(June  30,
          2004 - $1,098),  which is non-interest  bearing,  unsecured and due on
          demand.  No rent has been  charged  for the three month  period  ended
          September 30, 2004.


                       Unaudited - Prepared by Management

                                       F-9
<PAGE>




XINHUA CHINA LTD.
(Formerly Camden Mines Limited)
(An Exploration Stage Company)
Notes to the Financial Statements
September 30, 2004 - Page 5
(expressed in U.S. dollars)
--------------------------------------------------------------------------------


5.   Related Party Transactions / Balances - cont'd
---------------------------------------------------


     ii)  The former  President  of the Company is owed  $11,503 as at September
          30, 2004 for payment of expenses on behalf of the Company. This amount
          is non-interest bearing, unsecured and due on demand.

          The amount of $31,814 was advanced by a related  party of the Company.
          This amount is not-interest bearing, unsecured and due on demand.

6.   Income Taxes
-----------------

     Potential  benefits of income tax losses are not recognized in the accounts
     until  realization  is more likely than not. The Company has net  operating
     losses carried  forward  totalling  $125,000 which expire starting in 2019.
     Pursuance  to SFAS No. 109 the  Company is  required  to compute  tax asset
     benefits for net operating losses carried forward. Potential benefit of net
     operating  losses have not been  recognized in these  financial  statements
     because  the  Company  cannot be assured it is more likely that not it will
     utilize the net operating losses carried forward in future years.

7.   Stock Option Plan
----------------------

     The board of directors  approved a Stock Option Plan (the "Plan") effective
     on September 3, 2004 pursuant to which directors,  officers,  employees and
     consultants  of the Company are  eligible to receive  grants of options for
     the Company's  common  stock.  The plan has a life of ten (10) years and is
     expiring on September 3, 2014.  Maximum of  20,000,000  common  stocks have
     been  reserved  under the plan.  Each stock  option  entitles its holder to
     purchase one common share of the Company. Options may be granted for a term
     not exceeding ten years for the date of grant.  The plan is administered by
     the board of directors.

     On September 23, 2004,  4,100,000 stock options under the Plan were granted
     to its  directors,  officers and employees  with the exercise price of U.S.
     $2.40 per  share,  being the market  price at the time of the grant.  These
     options are vested from December 31, 2004 to March 31, 2006.

     The  Company  charged  $98,136,  Nil and Nil  stock-based  compensation  to
     operations in the three months ended  September  30, 2004,  year ended June
     30, 2004 and three months ended September 30, 2003 respectively by applying
     the fair value method in accordance with SFAS No. 123.



                       Unaudited - Prepared by Management

                                      F-10
<PAGE>




XINHUA CHINA LTD.
(Formerly Camden Mines Limited)
(An Exploration Stage Company)
Notes to the Financial Statements
September 30, 2004 - Page 6
(expressed in U.S. dollars)
--------------------------------------------------------------------------------


7.   Stock Option Plan - cont'd
-------------------------------

     The following table shows the assumptions  used in determining  stock-based
     compensation costs under the Black-Scholes option pricing model:

                                                                     Sept. 30,
                                                                          2004
                                                               ----------------
        Expected Volatility                                             97.0%
        Risk-free interest rate                                         3.30%
        Expected life (years)                                            4.74
        Dividend yield                                                    Nil
        Number of stock options granted                             4,100,000
        Weighted average fair value of options granted                  $1.75

8.   Contracts
--------------

     On September 15, 2004, the Company entered into a contract with an investor
     relations firm for a three month period of time requiring payment of $6,000
     U.S. per month plus out of pocket expenses.

9.   Acquisition
----------------

     On  September  14, 2004 the Company  announced  it has signed two  separate
     binding Letter  Agreements under which the Company would acquire all of the
     outstanding  shares of Pac-Poly  Investments  Limited and 95 percent of the
     outstanding  shares of Beijing  Boheng  Investment & Management  Co.,  Ltd.
     Pac-Poly, a company organized under the laws of the British Virgin Islands,
     would  receive  16,387,000  shares of Xinhua China Ltd.'s  common stock and
     Boheng,  a company  organized  under the laws of the  People's  Republic of
     China,  would receive  18,613,000 shares of Xinhua China Ltd's common stock
     for a total of 35,000,000 shares.

     Pac-Poly and Boheng previously signed an agreement to acquire 57.67 percent
     of Xinhua Publications Circulation & Distribution Center Co., Ltd., a newly
     formed company  organized under the laws of the People's Republic of China.
     Xinhua C&D has been granted a nationwide distribution licence in China for:
     book;  periodicals;   human  body  art  pictorials;   audio  video  product
     distribution;  wholesale;  retail  and mail order of  publicly  distributed
     electronic  publications;  advertisement  by domestic and foreign  firms in
     certain  categories of books;  and classified ads. In addition to receiving
     the nationwide distribution licence in China, Xinhua C&D recently finalized
     distribution  agreements  for certain  international  publications  for the
     China market.

     The  acquisitions  of Pac-Poly  and Boheng are subject to Xinhua China Ltd.
     completing  its due  diligence of both  Pac-Poly and Boheng  within 90 days
     after  entering  into the Letter  Agreements;  each of Pac-Poly  and Boheng
     receiving  their  intended  share capital in the newly created  Xinhua C&D,
     equivalent  to an  aggregate  of 57.67  percent  of the  outstanding  share
     capital  in Xinhua  C&D ; and  other  terms and  conditions  of the  Letter
     Agreements, or Formal Agreements if any are entered into, being satisfied.


                       Unaudited - Prepared by Management

                                      F-11
<PAGE>




XINHUA CHINA LTD.
(Formerly Camden Mines Limited)
(An Exploration Stage Company)
Notes to the Financial Statements
September 30, 2004 - Page 7
(expressed in U.S. dollars)
--------------------------------------------------------------------------------


9.   Acquisition - cont'd
-------------------------

     In order  to  encourage  Pac-Poly  and  Boheng  to  enter  into the  Letter
     Agreements with Xinhua China Ltd.., Mr. Xianping Wang,  President,  CEO and
     director  of  Xinhua  China  Ltd.,  has  agreed  upon   completion  of  the
     acquisition  of  Pac-Poly  and  Boheng,   to  surrender  for   cancellation
     35,000,000 shares of common stock of Xinhua China Ltd., from the 45,000,000
     shares of common stock of Xinhua  China Ltd.  that he acquired on August 5,
     2004.

10.  Stock Dividend
-------------------

     On July 29, 2004, the Company issued two additional  shares for each common
     share outstanding effective as of the record date of July 29, 2004. All per
     share  amounts  have  been  retroactively  adjusted  to  reflect  the stock
     dividend.





























                       Unaudited - Prepared by Management

                                      F-12
<PAGE>






Item 2.  Management's Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
of Operations
-------------

The following  discussions of our results of operations  and financial  position
should be read in conjunction with the financial statements and notes pertaining
to them that appear elsewhere in this Form 10-QSB.

Plan of Operation
-----------------

As at  September  30,  2004,  the  Company  had a  working  capital  deficit  of
($65,996).   The  Company  has   remained   solvent  due  to  funding  from  its
shareholders.  During the next 9 months  following the date of this Report,  the
Company  anticipates  that it will have to raise  capital  in the form of equity
financing from the sale of its common stock.  However, the Company does not have
any financing  arranged and it cannot provide  investors with any assurance that
it will be able to raise sufficient funding from the sale of its common stock to
fund its  anticipated  new business in China.  In the absence of such financing,
the Company's business plan will fail.

The Company has not completed its due diligence with respect to the  acquisition
of 100% of Pac-Poly  Investments  Limited and 95% of Beijing Boheng Investment &
Management Co., Ltd. Once the due diligence is done, and subject to the decision
of the board of directors to decide to proceed,  the Company is able to complete
the  acquisition  of the two  companies  that hold a 57.67%  interest  of Xinhua
Publications Circulation & Management Co., Ltd.

Results of Operations
---------------------

The Company  posted a loss of ($147,761)  for the quarter  ending  September 30,
2004 of which  ($98,136) was a non-cash  charge  related to the Company's  stock
based  compensation  plan. The balance of ($49,625) were operating  expenses and
continuing professional fees. No revenue was generated during the quarter.

Liquidity and Capital Resources
-------------------------------

For the quarter  ending  September 30, 2004,  the Company had a working  capital
deficiency of ($65,996) versus a working capital deficiency balance of ($16,371)
for the year ending June 30, 2004.

The Company anticipates that it will have to raise capital in the form of equity
financing  from the sale of its common  stock.  The Company  cannot  provide any
assurances  that it will be able to achieve further sales of its common stock or
any other form of additional financing.  If the Company is unable to achieve the
financing necessary to continue its plan of operations, then it will not be able
to continue with its anticipated new business in China and the Company's venture
will fail.

Corporate Background
--------------------

The Company was  incorporated  in the State of Nevada on September 14, 1999. The
Company maintains its registered  agent's office at 101 Convention Center Drive,
suite 700, Las Vegas, Nevada 89109 and its principal executive office is located
at 505 Burrard Street, Suite 1880, Vancouver, British Columbia, Canada, V7X 1M6.
The Company's telephone number is (604) 681-3864.




                                        4
<PAGE>






By an action of the majority  shareholders  which was filed on a Schedule 14C on
EDGAR on  September  20,  2004,  the Company  changed its name from Camden Mines
Limited to "Xinhua China Ltd." effective on October 12, 2004.

The Company has been engaged in the acquisition,  exploration and development of
mining properties,  however,  the Company intends to change its business to that
of being a majority  owner of Xinhua  Publications  Circulation  &  Distribution
Center Co., Ltd. ("Xinhua C&D"), a newly formed company organized under the laws
of the Peoples' Republic of China, which is expected to be assigned a nationwide
distribution  licence  in  China  for:  books;   periodicals;   human  body  art
pictorials;  audio video product distribution;  wholesale, retail and mail order
of publicly distributed electronic  publications;  advertisement by domestic and
foreign firms in certain categories of books; and classified ads.

On September 14, 2004, the Company announced the signing of two separate binding
Letter Agreements under which it would acquire all of the outstanding  shares of
Pac-Poly  Investments  Limited  ("Pac-Poly")  and 95 percent of the  outstanding
shares of Beijing  Boheng  Investment & Management  Co.,  Ltd.  ("Boheng").  The
shareholders  of  Pac-Poly,  a company  organized  under the laws of the British
Virgin Islands,  would receive  16,387,000  shares of the Company's common stock
and the  shareholders  of  Boheng,  a  company  organized  under the laws of the
People's  Republic of China,  would receive  18,613,000  shares of the Company's
common stock for a total of 35,000,000 shares.

Pac-Poly and Boheng previously signed an agreement to acquire in aggregate 57.67
percent of Xinhua C&D. In addition to the expected  assignment of the nationwide
distribution  licence  in China,  Xinhua  C&D  recently  finalized  distribution
agreements for certain international publications for the China market.

The  acquisitions  of Pac-Poly and Boheng are subject to the Company  completing
its due diligence of both Pac-Poly and Boheng within 90 days after entering into
the Letter  Agreements;  each of Pac-Poly and Boheng  receiving  their  intended
share  capital in the newly  created  Xinhua C&D,  equivalent to an aggregate of
57.67 percent of the outstanding  share capital in Xinhua C&D ; and other terms
and conditions of the Letter Agreements, or Formal Agreements if any are entered
into, being satisfied.

In order to encourage  Pac-Poly  and Boheng to enter into the Letter  Agreements
with the Company, Mr. Xianping Wang, the Company's current President,  CEO and a
director,  has agreed upon completion of the acquisition of Pac-Poly and Boheng,
to surrender for  cancellation  35,000,000  shares of the Company's common stock
from the  45,000,000  shares of the  Company's  common stock that he acquired on
August 5, 2004.

Subsidiaries
------------

The Company does not currently have any subsidiaries;  however,  upon completion
of the Letter Agreements  entered into with Pac-Poly and Boheng on September 14,
2004,  the Company  will own 100% of Pac-Poly and 95% of Boheng.  The  Company's
intended new business will be operated through Pac-Poly and Boheng.

Research and Development
------------------------

The Company has not incurred any research or development  expenditures since our
incorporation.


                                        5
<PAGE>






Holders
-------

As of November  15,  2004,  the Company had  approximately  32  shareholders  of
record.

Dividends
---------

Other  than the  stock  dividend  of two  additional  shares  for each one share
outstanding,  which was effective  July 29, 2004 and the stock  dividend of four
additional  shares for each one share  outstanding,  which was effective May 15,
2001,  the  Company's  Board of Directors  has never  declared a dividend on its
common  stock.  The  Company's  previous  losses do not  currently  indicate the
ability  to pay any  cash  dividends,  and the  Company  does not  indicate  the
intention  of paying  cash  dividends  on its  common  stock in the  foreseeable
future.


Item 3.  Controls and Procedures
--------------------------------

     (a)  Evaluation of Disclosure Controls and Procedures.  The Company's chief
executive  officer and chief financial  officer have evaluated the effectiveness
of the design and operation of the Company's  disclosure controls and procedures
(as defined in Exchange Act Rule  13a-14(c))  as of a date within 90 days of the
filing  date of this  quarterly  report.  Based on that  evaluation,  the  chief
executive  officer and chief financial officer have concluded that the Company's
disclosure  controls  and  procedures  are  effective  to ensure  that  material
information  relating  to the  Company is made known to such  officers by others
within these entities,  particularly during the period this quarterly report was
prepared, in order to allow timely decisions regarding required disclosure.

     (b)  Changes in  Internal  Controls.  There  have not been any  significant
changes  in the  Company's  internal  controls  or in other  factors  that could
significantly affect these controls subsequent to the date of their evaluation.


Part II--Other Information
--------------------------

Item 1.  Legal Proceedings
--------------------------

Management  is  not  aware  of  any  legal   proceedings   contemplated  by  any
governmental  authority or any other party  involving  the Company.  None of the
Company's  directors,  officers  or  affiliates  are (i) a party  adverse to the
Company in any legal proceedings, or (ii) has an adverse interest to the Company
in any legal proceedings. Management is not aware of any other legal proceedings
pending or that have been threatened against the Company.


Item 2.  Changes in Securities and Use of Proceeds
--------------------------------------------------

On  September  14,  2004,   Camden  Mines  Limited  (the  "Company"),   Pac-Poly
Investments  Limited  ("Pac-Poly"),  a company  organized  under the laws of the
British Virgin  Islands,  and the  shareholders  of Pac-Poly have entered into a
letter agreement (the "Letter  Agreement")  whereby the shareholders of Pac-Poly
will  transfer  all of the  issued  and  outstanding  shares in the  capital  of
Pac-Poly to the Company in exchange for the Company issuing to the  shareholders
of  Pac-Poly on a pro rata basis an  aggregate  of  16,387,000  shares of common



                                        6
<PAGE>






stock of the Company. The Letter Agreement is subject to: the Company completing
its due  diligence  of Pac-Poly  within 90 days after  entering  into the Letter
Agreement;  Pac-Poly  receiving  its  intended  27% share  capital  in the newly
created Xinhua Publications Circulation & Distribution Center Co., Ltd. ("Xinhua
C&D"), a newly formed company  organized under the laws of the People's Republic
of China; and other terms and conditions of the Letter  Agreement.  The Company,
Pac-Poly  and the  shareholders  of Pac-Poly  intend to enter into a more formal
share  purchase  agreement  and other  documents  that more fully  delineate and
formalize the terms outlined in the Letter Agreement.

On September 14, 2004, the Company,  Beijing Boheng Investment & Management Co.,
Ltd. ("Boheng"),  a company organized under the laws of the People's Republic of
China,  and the shareholders of Boheng have entered into a letter agreement (the
"Letter  Agreement")  whereby the  shareholders of Boheng will transfer on a pro
rata basis, in accordance  with each such  shareholders'  respective  percentage
shareholdings in Boheng, 95% of the issued and outstanding shares in the capital
of Boheng to the Company in exchange for the Company issuing to the shareholders
of Boheng on a pro rata basis an aggregate of 18,613,000  shares of common stock
of the Company.  The Letter Agreement is subject to: the Company  completing its
due diligence of Boheng within 90 days after entering into the Letter Agreement;
Boheng  receiving its intended  30.67% share capital in the newly created Xinhua
C&D ; and other  terms and  conditions  of the Letter  Agreement.  The  Company,
Boheng and the  shareholders  of Boheng intend to enter into a more formal share
purchase  agreement and other  documents that more fully delineate and formalize
the terms outlined in the Letter Agreement.

In order to encourage  Pac-Poly  and Boheng to enter into the Letter  Agreements
with the Company, Mr. Xianping Wang, President, CEO and director of the Company,
has agreed  upon  completion  of the  acquisition  of Pac-Poly  and  Boheng,  to
surrender for cancellation 35,000,000 shares of common stock of the Company from
the 45,000,000  shares of common stock of the Company that he acquired on August
5, 2004.


Item 3.  Defaults Upon Senior Securities
----------------------------------------

     N/A


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

On September 20, 2004,  the Company filed a Schedule 14C - Notice of Action by a
Majority of Shareholders,  whereby its shareholders holding 45,052,000 shares of
the 61,056,375 shares issued and outstanding  (73.79%) consented to and approved
on  September  6, 2004,  the  following  action to be effective as of October 5,
2004: (i) the amendment to the Company's  Articles of  Incorporation to increase
its unauthorized  shares of common stock from 100,000,000 shares to 500,000,000;
(ii) the amendment to the Company's  Articles of  Incorporation  to effectuate a
name change to "Xinhua  China Ltd.";  (iii) the adoption and  ratification  of a
stock option and incentive plan for key personnel;  (iv) the ratification of the
appointment of the following persons as the Company's  directors and to serve as
its  directors  until its next  annual  meeting of  shareholders  or until their
successors  have been elected and  qualified:  Xianping  Wang,  Henry Jung,  Reg
Handford,  Edward  Wong  and  Peter  Shandro;  and (v) the  ratification  of the
selection  of Moore  Stephens  Ellis  Foster Ltd. as the  Company's  independent
public accountants for the fiscal year ending June 30, 2005.



                                        7
<PAGE>






The above mentioned actions became effective on October 12, 2004.


Item 5.  Other Information
--------------------------

On October 12, 2004, the Company by action of a majority of the  shareholders of
the Company effected the following  corporate actions:  (i) the amendment to the
Company's  Articles of  Incorporation  to increase  its  unauthorized  shares of
common stock from 100,000,000  shares to 500,000,000;  (ii) the amendment to the
Company's Articles of Incorporation to effectuate a name change to "Xinhua China
Ltd.";  (iii) the adoption and ratification of a stock option and incentive plan
for key personnel;  (iv) the  ratification  of the  appointment of the following
persons as the Company's  directors and to serve as its directors until its next
annual meeting of shareholders  or until their  successors have been elected and
qualified:  Xianping  Wang,  Henry  Jung,  Reg  Handford,  Edward Wong and Peter
Shandro;  and (v) the  ratification  of the  selection of Moore  Stephens  Ellis
Foster Ltd. as the Company's  independent public accountants for the fiscal year
ending June 30, 2005.


Item 6.  Exhibits
-----------------

     (a)  Exhibit List

          3.1       Certificate of Amendment filed on October 5, 2004

          10.1*     Letter  Agreement  between  the  Company,  Pac-Poly  and the
                    shareholders of Pac-Poly, dated September 14, 2004

          10.2*     Letter  Agreement  between  the  Company,   Boheng  and  the
                    shareholders of Boheng, dated September 14, 2004

          31.1      Certificate pursuant to Rule 13a-14(a)

          31.2      Certificate pursuant to Rule 13a-14(a)

          32.1      Certificate pursuant to 18 U.S.C. Section 1350

          32.2      Certificate pursuant to 18 U.S.C. Section 1350

*    Previously  filed on the Company's Form 10-KSB filed on October 4, 2004 and
incorporated by reference.


                                   SIGNATURES
                                   ----------

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                             Xinhua China Ltd.
                                             -----------------

Date: November 22, 2004                      Per:     /s/ Henry Jung
                                                 -------------------------------
                                                 Henry Jung, Chief Financial
                                                 Officer and a Director





                                        8