**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 December 31, 2004 | Commission File Number 000-33195 |
|-------------------------------------|----------------------------------|

**XINHUA CHINA LTD.**(Exact name of small business issuer as specified in its charter)
| **Nevada******(State or other jurisdiction of							incorporation or organization)                                                                    | **       **       | **88-0437644******(IRS Employer Identification No.) |
|-------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------|-----------------------------------------------------|
| **       **                                                                                                        | **        ** | **       **      |
| **B 26F Oriental Kenzo, No. 48 Dongzhimenwai, Dongcheng District, Beijing, P.R. China**							(Address of Principal Executive Offices)****            | **        ** | ******100027******(Zip Code)                        |
| **       **                                                                                                        |
| **86-10-84477275******(Issuer’s telephone number)****                                                                                           |
|                                                                                                                    |
| **505 Burrard St., Suite 1880, Vancouver, B.C., Canada, V7X 1M6**

(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 February 15, 2005.

## 

## Transitional Small Business Disclosure Format:

Yes        No   X   

----

**Table of Contents**
| PART I     FINANCIAL INFORMATION |                                                                                                                                      |
|-----------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------|
|                                                           |                                                                                                                                      |  |
| Item 1                                                    | Financial Statements.........................................................................................................        | 2 |
|                                                           |                                                                                                                                      |  |
| Item 2.                                                   | Management's Discussion and Analysis or Plan of Operation.............................................                               | 3 |
|                                                           |                                                                                                                                      |  |
| Item 3.                                                   | Controls and Procedures..................................................................................................            | 5 |
|                                                           |                                                                                                                                      |  |
| Part II   OTHER INFORMATION                     |                                                                                                                                      |
|                                                           |                                                                                                                                      |  |
| Item 1.                                                   | Legal Proceedings............................................................................................................        | 5 |
|                                                           |                                                                                                                                      |  |
| Item 2.                                                   | Unregistered Sales of Equity Securities and Use of Proceeds............................................                              | 6 |
|                                                           |                                                                                                                                      |  |
| Item 3.                                                   | Defaults Upon Senior Securities.......................................................................................               | 6 |
|                                                           |                                                                                                                                      |  |
| Item 4.                                                   | Submission of Matters to a Vote of Securities Holders......................................................                          | 6 |
|                                                           |                                                                                                                                      |  |
| Item 5.                                                   | Other Information............................................................................................................        | 6 |
|                                                           |                                                                                                                                      |  |
| Item 6.                                                   | Exhibits............................................................................................................................ | 6 |
|                                                           |                                                                                                                                      |  |
|                                                           | Signatures........................................................................................................................   | 6 |

----

**PART I—FINANCIAL INFORMATION**

****

**Item 1. Financial Statements**

****

> 
**XINHUA CHINA LTD.**(formerly Camden Mines Limited)										(An Exploration Stage Company)

**Financial Statements**(Unaudited – Prepared by Management)										(Expressed in U.S. Dollars)

December 31, 2004 

**Index**

Balance Sheets               

Statements of Operations

Statements of Cash Flows

Statements of Stockholders’ Equity

Notes to Financial Statements

----

**XINHUA CHINA LTD.****(Formerly Camden Mines Limited)****(An Exploration Stage Company)****Balance Sheets**(expressed in U.S. dollars)
|                                                             |      | **Dec. 31, 2004****** | **** | **Jun. 30, 2004** |
|-------------------------------------------------------------|------|-----------------------|------|-------------------|
| **ASSETS******                                              | **** |                       |      |                   |
| *Current**Assets***                                         | **   |                       |      |                   |
| Cash                                                        | $    | 420,534               | $    | 130               |
|                                                             |      |                       |      |                   |
| Total Current Assets                                        |      | 420,534               |      | 130               |
| Property and equipment - Note 3                             |      | 3,979                 |      | -                 |
|                                                             |      |                       |      |                   |
| Total Assets                                                | $    | 424,513               | $    | 130               |
|                                                             |      |                       |      |                   |
| **LIABILITIES******                                         | **** |                       |      |                   |
|                                                             |      |                       |      |                   |
| *Current**Liabilities***                                    | **   |                       |      |                   |
| Accounts payable and accrued liabilities                    | $    | 170,787               | $    | 4,998             |
| Due to a related party                                      |      | 11,503                |      | 11,503            |
| Advances payable                                            |      | 490,600               |      | -                 |
|                                                             |      |                       |      |                   |
| Total Current Liabilities                                   |      | 672,890               |      | 16,501            |
|                                                             |      |                       |      |                   |
| **STOCKHOLDERS’ DEFICIENCY******                      | **** |                       |      |                   |
| ****                                                        | **** |                       |      |                   |
| Capital stock                                               |      |                       |      |                   |
| Authorized:                                                 |      |                       |      |                   |
| 500,000,000 common shares with a par value of $0.00001 each |      |                       |
| Issued and outstanding 61,056,375 common shares             |      | 611                   |      | 611               |
|                                                             |      |                       |      |                   |
| Additional paid - in capital                                |      | 1,951,847             |      | 353,932           |
|                                                             |      |                       |      |                   |
| Deficit accumulated during the exploration stage            |      | (2,200,835)           |      | (370,914)         |
| Total Stockholders’ Deficiency                        |      | (248,377)             |      | (16,371)          |
|                                                             |      |                       |      |                   |
| Total Liabilities and Stockholders’ Deficiency        | $    | 424,513               | $    | 130               |

*Unaudited - Prepared by Management*

*See accompanying notes to the financial statements*

----

|                                             | **Accumulated from									September 14, 1999**  | **Three Months Ended									December 31,** | ****                                             | **Six Months Ended									December 31,** |
|---------------------------------------------|--------------------------------------------------|---------------------------------------------|--------------------------------------------------|-------------------------------------------|
|                                             | **(Date of Inception) to									Dec. 31, 2004** | **2004**                                    | **2003**                                         | ****                                      | **2004** | **2003** |
| **General & administrative expenses**   |                                                  |                                             |                                                  |                                           |  |
| Accounting and legal                        | 117,868                                          | 49,784                                      | 1,093                                            |                                           | 52,709 |         1,693 |
| Advertising and promotion                   | 3,672                                            | 0                                           |                                                  |                                           | 3,672 |  |
| Consulting fees                             | 268,635                                          | 23,174                                      |                                                  |                                           | 23,174 |  |
| Interest and bank charges                   | 272                                              | 272                                         |                                                  |                                           | 272 |  |
| Office supplies                             | 1,019                                            | 1,019                                       |                                                  |                                           | 1,019 |  |
| Miscellaneous expenses                      | 33,870                                           | 33,870                                      |                                                  |                                           | 33,870 |  |
| Exchange gain                               | 1,031                                            | 1,031                                       |                                                  |                                           | 1,031 |  |
| Depreciation                                | 8,439                                            |                                             | 672                                              |                                           |  |         1,345 |
| Business plan                               | 9,665                                            |                                             |                                                  |                                           | 9,665 |  |
| Entertainment and travel                    | 33,597                                           | 15,458                                      |                                                  |                                           | 27,667 |  |
| Office services                             | 43,484                                           | 1,531                                       | 312                                              |                                           | 13,385 |            328 |
| Investor relations                          | 53,348                                           | 51,348                                      |                                                  |                                           | 53,348 |  |
| Mining exploration                          | 5,492                                            |                                             |                                                  |                                           |  |            390 |
| Rent                                        | 13,423                                           | 3,559                                       |                                                  |                                           | 3,559 |  |
| Shareholder information                     | 1,283                                            |                                             |                                                  |                                           | 1,283 |  |
| Stock-based compensation                    | 1,597,915                                        | 1,499,779                                   |                                                  |                                           | 1,597,915 |  |
| Subscriptions                               | 2,044                                            |                                             |                                                  |                                           | 2,044 |  |
| Translations                                | 1,014                                            |                                             |                                                  |                                           | 1,014 |  |
| Transfer agent and filing fees              | 2,456                                            | 1,335                                       | 25                                               |                                           | 1,986 |             50 |
| Web site                                    | 2,308                                            |                                             |                                                  |                                           | 2,308 |  |
|                                             | 2,200,835                                        | 1,682,160                                   |         2,102 |                                           | 1,829,921 |         3,806 |
|                                             |                                                  |                                             |                                                  |                                           |  |  |
| **Loss for the period**                     | (2,200,835)                                      | (1,682,160)                                 | (2,102)                                          |                                           | (1,829,921) | (3,806) |
|                                             |                                                  |                                             |                                                  |                                           |  |  |
| **Net loss per share******                  |                                                  | (0.028)                                     | -                                                |                                           | (0.030) | - |
| ****                                        |                                                  |                                             |                                                  |                                           |  |  |
| **Weighted average shares outstanding****** | 61,056,375                                       | 61,056,375                                  |                                                  | 61,056,375                                | 61,056,375 |

*Unaudited - Prepared by Management*

*See accompanying notes to the financial statements*

----

**XINHUA CHINA LTD.****(Formerly Camden Mines Limited****(An Exploration Stage Company)****Statements of Cash Flows**(expressed in U.S. dollars)
|                                                 |      | **Accumulated from									September 14, 1999**                                                                                                                                                           |   | **Six Months Ended									December 31,**           |
|-------------------------------------------------|------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---|-----------------------------------------------------|
|                                                 |      | **(Date of Inception) to									Dec. 31, 2004**                                                                                                                                                          |   | **        2004** | **** | **   2003** |
| **Operating activities**                        | **** | ****                                                                                                                                                                                                      |   |                                                     |  |  |
| Net loss for the period                         | $    | (2,200,835)                                                                                                                                                                                               | $ | (1,829,921)                                         | $ | (3,806) |
| **Adjustment to reconcile net loss to cash**    | **** |                                                                                                                                                                                                           |   |                                                     |  |  |
| Depreciation                                    |      | 8,439                                                                                                                                                                                                     |   | -                                                   |  |     1,345 |
| Shares issued for services                      |      | 245,461                                                                                                                                                                                                   |   | -                                                   |  | - |
| Stock-based compensation                        |      | 1,597,915                                                                                                                                                                                                 |   | 1,597,915                                           |  |  - |
| Mining claims costs                             |      |                                   54 |   | -                                                   |  |  - |
|                                                 |      |                                                                                                                                                                                                           |   |                                                     |  |  |
| **Changes in operating assets and liabilities** | **** |                                                                                                                                                                                                           |   |                                                     |  |  |
| Accounts payable and accrued liabilities        |      |                          170,788                                                  |   |      165,789                    |  |     1,133 |
|                                                 |      |                                                                                                                                                                                                           |   |                                                     |  |  |
| **Net cash used in operating activities**       | **** | (178,178)                                                                                                                                                                                                 |   | (66,217)                                            |  | (1,328) |
|                                                 |      |                                                                                                                                                                                                           |   |                                                     |  |  |
| **Financing activities**                        | **** |                                                                                                                                                                                                           |   |                                                     |  |  |
| Due to a related party                     |      |                            13,487                                       |   | -                                                   |  |  - |
| Advances payable                                |      |                          490,600                                                  |   |      490,600                    |  |  - |
| Proceeds from sale of common stock              |      |                          107,043                                                  |   | -                                                   |  |  |
|                                                 |      |                                                                                                                                                                                                           |   |                                                     |  |  |
| **Net cash provided by financing activities**   | **** |                          611,130                                                  |   |      490,600                    |  | - |
|                                                 |      |                                                                                                                                                                                                           |   |                                                     |  |  |
| **Investing activities**                        | **** |                                                                                                                                                                                                           |   |                                                     |  |  |
| Acquisition of equipment                        |      |                            (12,418)                                     |   | (3,979)                                             |  | - |
|                                                 |      |                                                                                                                                                                                                           |   |                                                     |  |  |
| **Increase (Decrease) in cash**                 | **** | 420,534                                                                                                                                                                                                   |   | 420,404                                             |  | (1,328) |
|                                                 |      |                                                                                                                                                                                                           |   |                                                     |  |  |
| **Cash, beginning of period**                   | **** | **-**                                                                                                                                                                                                     |   | 130                                                 |  | 1,328 |
| **Cash, end of period**                         | $    | 420,534                                                                                                                                                                                                   | $ |      420,534                    | $ |          -   |

*Unaudited - Prepared by Management*

*See accompanying notes to the financial statements*

----

**XINHUA CHINA LTD.****(Formerly Camden Mines Limited)****(An Exploration Stage Company)****Statements of Stockholders’ Equity (Deficit)****For the Six Month Period Ended December 31, 2004**(expressed in U.S. dollars)
| ****                                            |                  |                |                | **Deficit**       |               |
|-------------------------------------------------|------------------|----------------|----------------|-------------------|---------------|
| ****                                            |                  |                |                | **Accumulated**   | **Total**     |
| ****                                            | **Common Stock** | **Additional** | **During the** | **Shareholders'** |
| ****                                            | ****             | ****           | **Paid-in**    | **Exploration**   | **Equity**    |
|                                                 | **# Shares****** | **Amount**     | **Capital**    | **Stage**         | **(Deficit)** |
|                                          |                  | **$******      | **$**          | **$**             | **$**         |
| 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)      |

*Unaudited - Prepared by Management*

*See accompanying notes to the financial statements*

----

**XINHUA CHINA LTD.****(Formerly Camden Mines Limited)****(An Exploration Stage Company)****Statements of Stockholders’ Equity (Deficit)****For the Six Month Period Ended December 31, 2004**(expressed in U.S. dollars)
| ****                                  |                  |                |                | **Deficit**       |               |
|---------------------------------------|------------------|----------------|----------------|-------------------|---------------|
| ****                                  |                  |                |                | **Accumulated**   | **Total**     |
| ****                                  | **Common Stock** | **Additional** | **During the** | **Shareholders'** |
| ****                                  | ****             | ****           | **Paid-in**    | **Exploration**   | **Equity**    |
|                                       | **# Shares****** | **Amount**     | **Capital**    | **Stage**         | **(Deficit)** |
|                                       |                  | **$******      | **$**          | **$**             | **$**         |
|                                       |                  |                |                |                   |               |
| 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              | -                | -              | 1,597,915      | -                 | 1,597,915     |
| Net loss for period ended Dec.31,2004 | -                | -              | -              | (1,829,921)       | (1,829,921)   |
|                                       |                  |                |                |                   |               |
| Balance - December 31, 2004           | 61,056,375       | 611            | 1,951,847      | (2,200,835)       | (248,377)     |

*Unaudited - Prepared by Management*

*See accompanying notes to the financial statements*

----

**XINHUA CHINA LTD.****(Formerly Camden Mines Limited)****(An Exploration Stage Company)****Notes to the Financial Statements****December 31, 2004**(expressed in U.S. dollars)

----

**1.        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 December 31, 2004, and the results of operations and cash flows for the interim period ended December 31, 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.

The Company changed its name to Xinhua China Ltd. effective October 12, 2004.

**2.   Summary of Significant Accounting Principles**
> 
*a) Year End*

The Company’s year end is June 30.

*Unaudited - Prepared by Management*

----

**XINHUA CHINA LTD.****(Formerly Camden Mines Limited)****(An Exploration Stage Company)****Notes to the Financial Statements****December 31****, 2004 - Page 2**(expressed in U.S. dollars)

----

**2. 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)  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.

*Unaudited - Prepared by Management*

----

**XINHUA CHINA LTD.****(Formerly Camden Mines Limited)****(An Exploration Stage Company)****Notes to the Financial Statements****December 31,****2004 - Page 3**(expressed in U.S. dollars)

----

**3.   Summary of Significant Accounting Principles - cont’d**
> 
*f)  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.

*g) 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 4, 2004, the board of directors approved a stock option plan that is described more fully in Note 5.

*h) 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 December 31, 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.

*i)  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*

----

**XINHUA CHINA LTD.****(Formerly Camden Mines Limited)****(An Exploration Stage Company)****Notes to the Financial Statements****December 31,****2004 - Page 4**(expressed in U.S. dollars)

----

**2.              ****Summary of Significant Accounting Principles - cont’d**
> 
*j) Recent Accounting Pronouncements*

In November 2004, the FASB issued SFAS No. 151, “Inventory Costs—an amendment of ARB No. 43, Chapter 4”, which is the result of the FASB’s project to reduce differences between U.S. and international accounting standards. SFAS No. 151 requires idle facility costs, abnormal freight, handling costs, and amounts of wasted materials (spoilage) be treated as current-period costs. Under this concept, if the costs associated with the actual level of spoilage or production defects are greater than the costs associated with the range of normal spoilage or defects, the difference would be charged to current-period expense, not included in inventory costs. SFAS No. 151 will be effective for inventory costs incurred during fiscal years beginning after June 15, 2005.  The adoption of SFAS No. 151 does not have a material impact on the Company’s financial statements.

In December 2004, the FASB issued SFAS No. 123(R), "Accounting for Stock-Based Compensation". SFAS 123(R) establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. This Statement focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS 123(R) requires that the fair value of such equity instruments be recognized as expense in the historical financial statements as services are performed. Prior to SFAS 123(R), only certain pro-forma disclosures of fair value were required. SFAS 123(R) shall be effective for the Company as of the beginning of the first interim or annual reporting period that begins after December 15, 2005. The adoption of this new accounting pronouncement does not have a material impact on the Company’s financial statements.

**3.              ****Equipment**

|                                                                                                                                                                                                                                                                                                                                                                                                        |         |              | Dec. 31,										2004    | June 30,										2004     |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------|--------------|---------------------------|----------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                        |         |
|                                                                                                                                                                                                                                                                                                                                                                                                        | Cost    | Depreciation | Accumulated									Value | Net Carrying									Value |
|                                                                                                                                                                                                                                                                                                                                                                                                        |
| Office equipment                                                                 | $ 3,979 | $  -    | $   3,979       | $  -                  |

*Unaudited - Prepared by Management*

----

**XINHUA CHINA LTD.****(Formerly Camden Mines Limited)****(An Exploration Stage Company)****Notes to the Financial Statements****December 31,****2004 - Page 5**(expressed in U.S. dollars)

----

**4.   Related Party Transactions / Balances**
> 
The former President of the Company is owed $11,503 as at December 31, 2004 for payment of expenses on behalf of the Company.  This amount is non-interest bearing, unsecured and due on demand.

**5.   Stock Option Plan**

> 
The board of directors approved a Stock Option Plan (the "Plan") effective on September 4, 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 expires on September 4, 2014.  A maximum of 20,000,000 common shares 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 from 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, employees and consultants with the exercise price of $2.40 per share, being the market price at the time of the grant.  These options vest at different periods from 18 months to 27 months from the date of grant depending on the optionee and all of these options have a life of five (5) years from the grant date.

On October 1, 2004 and October 23, 2004, a total of 180,000 stock options under the Plan were granted to its consultants with the exercise prices of $2.62 and $3.05 per share respectively, being the market price at the time of the grant.  These options vest from October 2004 to October 2005 and have a life of about one (1) year from the grant date.

The Company charged $1,597,915 stock-based compensation to operations in the six months ended December 31, 2004 by applying the fair value method in accordance with SFAS No. 123.  No stock-based compensation was charged for the six months ended December 31, 2003.  The fair value of the stock options granted for the six months ended December 31, 2004 was estimated at $1.54 per share, using the Black-Scholes Option Pricing Model with the following weighted average assumptions: risk-free interest rate of 3.26%, dividend yield of 0%, volatility of 81% and expected lives of 4.63 years.

*Unaudited - Prepared by Management*

----

**XINHUA CHINA LTD.****(Formerly Camden Mines Limited)****(An Exploration Stage Company)****Notes to the Financial Statements****December 31,****2004 - Page 6**(expressed in U.S. dollars)

----

**5. Stock Option Plan - cont’d**
> 
The following is a summary of the stock option information for the period ended December 31, 2004:

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Shares    | Weighted Average							Exercise Price |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------|---------------------------------------|
| Options outstanding at June 30, 2004                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | -         | $ -                                   |
| Granted                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 4,100,000 | $2.40                                 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Options outstanding at September 30, 2004                                                                                                                                                                                                                                                                                                                                                                                                      | 4,100,000 | $2.40                                 |
| Granted                                                                                                             | 180,000   | $2.91                                 |
| Forfeited                                                                                                                                                                            | (45,000)  | $2.62                                 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| Options outstanding at December 31, 2004                                                                                                                                                                                                                                                                                                                                                                                                       | 4,235,000 | $2.42                                 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
> 
As at December 31, 2004, 1,033,750 stock options were exercisable and there was $4.9 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plan.  That cost is expected to be recognized over a weighted average period of 1.31 years.

**6. 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.

**7.   Acquisition**
> 
On January 21, 2005, the Company completed two separate Share Purchase Agreements acquiring all of the outstanding shares of Pac-Poly Investments Limited (“Pac-Poly”) and 95% of the outstanding shares of Beijing Boheng Investments Ltd. (“Boheng”).  The shareholders of Pac-Poly, a company organized under the laws of the British Virgin Islands, received 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, received 18,613,000 shares of the Company’s common stock.

Pac-Poly and Boheng jointly own 57.67% interest in Xinhua Publications Circulation & Distribution Co., Ltd. (“Xinhua C&D”), 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 figure and representation 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.

*                                                Unaudited - Prepared by Management*

----

**XINHUA CHINA LTD.****(Formerly Camden Mines Limited)****(An Exploration Stage Company)****Notes to the Financial Statements****December 31,****2004 - Page 7**(expressed in U.S. dollars)

----

**7. Acquisition - cont’d**
> 
Furthermore, Mr. Xianping Wang, President, CEO and director of Xinhua China Ltd., agreed, upon completion of the acquisition of Pac-Poly and Boheng, to surrender 35,000,000 of the 45,000,000 shares of common stock of the Company registered in his name for cancellation and return to the Company’s treasury.  Mr. Wang’s shares were cancelled on February 2, 2005.

**8.   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 Managemen**t*

----

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

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 December 31, 2004, the Company had a working capital deficit of ($252,356).  The Company has remained solvent due to funding from its shareholders.  During the next 6 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 financing arranged and it cannot provide investors with assurance that it will be able to raise sufficient funding from the sale of its common stock to fund its anticipated business in China.  In the absence of such timely financing, the Company's business plan could well fail.

The Company continued its due diligence with respect to the acquisition of 100% of Pac-Poly Investments Limited and 95% of Beijing Boheng Investments Ltd.  After operations, physical properties, intangibles, contracts and licenses were reviewed by the Company’s accountants, lawyers in China, and contractors, the Board of Directors of the Company decided in January to proceed and complete the acquisition of the two companies that hold a 57.67% interest of Xinhua Publications Circulation & Distribution Co., Ltd. (“Xinhua C&D”).  As a result the shareholders of Pac-Poly and Boheng received in aggregate 35,000,000 restricted shares of the Company’s common stock and our President, Mr. Xianping Wang, surrendered 35,000,000 common shares of the Company registered in his name to the Company for cancellation and return to treasury.

**Results of Operations**

No revenue was generated during the period ended December 31, 2004.  The Company posted a loss of ($1,829,921) for the six month period ending December 31, 2004 of which ($1,517,915) was a non-cash charge related to the Company's stock based compensation plan.  The balance of ($312,006) comprised of charges for accounting and legal, consulting, entertainment and travel, investor relations, and miscellaneous expenses.  This was quite different from prior periods, as the Company made a transition from mineral exploration to a new line of business headed by book distribution in China.  The rate of expenditure may be expected to increase given the completion of the due diligence and the closing of the transaction acquiring the controlling corporations of Xinhua C&D. 

**Liquidity and Capital Resources**

On December 31, 2004, the Company had a working capital deficiency of ($252,356) 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.  As noted above, however, the Company does not have financing arranged and it cannot provide investors with assurance that it will be able to raise sufficient funding from the sale of its common stock to fund its anticipated business in China.  In the absence of such timely financing (or financing from other sources such as might be included in trade partnerships or strategic alliances) the Company’s business plan could well fail to carry through. 

----

**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 B 26F Oriental Kenzo, No. 48 Dongzhimenwai, Dongcheng District, Beijing, P.R. China  100027.  The Company’s telephone number is 86-10-84477275.

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 has changed its business to that of being a majority owner of Xinhua Publications Circulation & Distribution 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 Investments 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.  On January 1, 2005, Pac-Poly and Boheng became registered owners of 57.67 percent of Xinhua C&D.

On January 21, 2005, the acquisitions of Pac-Poly and Boheng by the Company were completed, resulting in Pac-Poly being a wholly owned subsidiary of the Company and Boheng being a majority owned (95%) subsidiary of the Company.

In addition, on January 21, 2005, Mr. Xianping Wang, the Company’s current President, CEO and a director, entered into a letter agreement with the Company whereby Mr. Wang agreed, upon closing of the Pac-Poly and Boheng acquisitions by the Company, 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.  On February 2, 2005, 35,000,000 of the 45,000,000 shares of the Company’s common stock registered in Mr. Wang’s name were cancelled and returned to the Company’s treasury.

----

**Subsidiaries**

As of January 21, 2005, the Company has two subsidiaries – Pac-Poly and Boheng.  The Company owns 100% of Pac-Poly and 95% of Boheng.  The Company’s business operations are conducted through Pac-Poly and Boheng.

**Research and Development**

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

**Holders**

As of February 15, 2005, the Company had approximately 28 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. Unregistered Sales of Equity Securities and Use of Proceeds**

            N/A

****

**Item 3. Defaults Upon Senior Securities**

            N/A

****

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

            N/A

**Item 5. Other Information**

            N/A

**Item 6. Exhibits**

            (a)        Exhibit List

> 
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. §1350

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

#### **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: February 19, 2005                                  Per:      /s/ Henry Jung                                                                                                                           Henry Jung, Chief Financial Officer and a Director

****

****

****

****

****

****