<PAGE> 1

=====================================================================

         UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                        Washington, DC 20549

                             FORM 10QSB

[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the
     Securities  Exchange Act of 1934
     FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2000

     OR

[ ]  Transition Report Pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934
     For the transition period from to

                  COMMISSION FILE NUMBER 333-35332

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

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


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

                          (604) 605-0885
        (Registrant's telephone number, including area code)

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

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of December 31, 2000: 5,570,425

=====================================================================






<PAGE> 2
ITEM 1.   FINANCIAL STATEMENTS

Board of Directors
Camden Mines Limited
Vancouver, BC
Canada
                     ACCOUNTANT'S REVIEW REPORT
We have reviewed the accompanying balance sheet of Camden Mines
Limited (an exploration stage enterprise) as of December 31, 2000,
and the related statements of operations, stockholders' equity
(deficit), and cash flows for the six months ended December 31, 2000,
for the period from September 14, 1999 (inception) to December 31,
1999, and for the period from September 14, 1999 (inception) to
December 31, 2000. All information included in these financial
statements is the representation of the management of Camden Mines
Limited.

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

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

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

The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed in
Note 2, the Company has been in the exploration stage since its
inception on September 14, 1999.  Realization of a major portion of
the assets is dependent upon the Company's ability to meet its future
financing requirements, and the success of future operations.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.  Management's plans regarding those
matters also are described in Note 2.  The financial statements do
not include any adjustments that might result from the outcome of
this uncertainty.

/s/ Williams & Webster, P.S.
Williams & Webster, P.S.
Certified Public Accountants
Spokane, Washington
January 25, 2001
                                F-1
<PAGE> 3
                        CAMDEN MINES LIMITED
                 (AN EXPLORATION STAGE ENTERPRISE)
                           BALANCE SHEETS

                               ASSETS

                                        December 31,
                                        2000           June 30,
                                        (Unaudited)    2000
CURRENT ASSETS
 Cash                                   $    56,028    $        586
                                        -----------    ------------
     Total Current Assets                    56,028             586
                                        -----------    ------------
PROPERTY AND EQUIPMENT
 Office equipment                             1,595             -
 Less:  accumulated depreciation                (22)            -
                                        -----------    ------------
     Total Property and Equipment             1,573             -
                                        -----------    ------------
OTHER ASSETS
 Deposits                                       411             411
 Mining claims                                   54              54
                                        -----------    ------------
     Total Other Assets                         465             465
                                        -----------    ------------
TOTAL ASSETS                            $    58,066    $      1,051
                                        ===========    ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
 Accounts payable                       $     2,350    $      1,300
 Accounts payable - related party               -             3,578
 Advances from related party                    -            13,148
                                        -----------    ------------
     Total Current Liabilities                2,350          18,026
                                        -----------    ------------
COMMITMENTS AND CONTINGENCIES                   -               -
                                        -----------    ------------
STOCKHOLDERS' EQUITY (DEFICIT)
 Common stock, 100,000,000 shares authorized,
  $0.00001 par value; 5,570,425 and 4,500,000
  shares issued and outstanding,
  respectively                                   56              45
 Additional paid-in capital                 354,487         247,455
 Deficit accumulated during
  exploration stage                        (298,827)       (264,475)
                                        -----------    ------------
     Total Stockholders' Equity (Deficit)    55,716         (16,975)
                                        -----------    ------------
TOTAL LIABILITIES AND STOCKHOLDERS'
 EQUITY (DEFICIT)                       $    58,066    $      1,051
                                        ===========    ============

       See accompanying notes and accountant's review report.
                                F-2

<PAGE> 4

                        CAMDEN MINES LIMITED
                 (AN EXPLORATION STAGE ENTERPRISE)
                      STATEMENTS OF OPERATIONS

                                                   For the     For the
                                                   Period from Period from
               Three Months            Six Months  9-14-99     9-14-99
               Ended                   Ended       (Inception) (Inception)
               12-31-00    12-31-99    12-31-00    to 12-31-99 to 12-31-00
               (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)

REVENUES       $       -   $       -   $        -  $       -   $       -
               ----------- ----------- ----------- ----------- -----------
OPERATING EXPENSES
 Consulting services
  provided by
  directors            -       163,508         -       163,508     245,462
 Rent                2,378         -         3,585         -         4,406
 General and
  administrative     4,203         418       8,815         418      11,655
 Legal and
  accounting         2,350         -        15,423         -        29,436
 Stock transfer
  agent fees           855         -         2,297         -         2,297
 Depreciation           22         -            22         -            22
 Mining
  exploration          -         1,305         -         1,305       1,339
 Travel              4,209         -         4,210         -         4,210
               ----------- ----------- -----------  ---------- -----------
TOTAL EXPENSES      14,017     165,231      34,352     165,231     298,827
               ----------- ----------- -----------  ---------- -----------
LOSS BEFORE
INCOME TAXES       (14,017)   (165,231)    (34,352)   (165,231)   (298,827)
INCOME TAXES           -           -           -           -           -
               ----------- ----------- -----------  ---------- -----------
NET LOSS       $   (14,017)$  $(165,231)$   (34,352) $ (165,231)$  (298,827)
               =========== =========== ===========  ========== ===========
NET LOSS PER
 COMMON SHARE,
 BASIC AND
 DILUTED       $     (0.00)$     $(0.03)$     (0.01) $    (0.03)$     (0.06)
               =========== =========== ===========  ========== ===========
WEIGHTED AVERAGE
 NUMBER OF COMMON
 STOCK SHARES
 OUTSTANDING, BASIC
 AND DILUTED     5,098,211   5,000,000   4,824,580   5,000,000   4,761,018
               =========== =========== ===========  ========== ===========



         See accompanying notes and accountant's review report.

                                   F-3
<PAGE> 5

                          CAMDEN MINES LIMITED
                    (AN EXPLORATION STAGE ENTERPRISE)
               STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)


                                                 Deficit
                                                 Accumulated  Total
                   Common Stock       Additional During       Stockholders'
                   Number             Paid-in    Exploration  Equity
                   of Shares  Amount  Capital    Stage        (Deficit)
Issuance of common
 stock for services
 and in payment of
 advances for
 approximately
 $0.055 per share   5,000,000 $  50 $   274,950 $       -   $   275,000
                    --------- ----- ----------- ----------- -----------
Cancellation of
 common stock
 returned by
 directors for
 services and
 payment of
 advances for
 approximately
 $0.055 per share  (2,000,000)  (20)   (109,980)        -      (110,000)

Issuance of common
 stock for services
 and in payment of
 advances for
 approximately
 $0.055 per share   1,500,000   158       2,485         -        82,500

Loss for period
 ending,
 6-30-00                  -     -           -      (264,475)   (264,475)
                    --------- ----- ----------- ----------- -----------
Balance, 6-30-00    4,500,000   452      47,455    (264,475)    (16,975)

Issuance of common
 stock for $0.10
 per share          1,070,425    11      17,032         -       107,043

Loss for the six
 month period
 ending 12-31-00          -     -           -       (34,352)    (34,352)
                    --------- ----- ----------- ----------- -----------
Balance, 12-31-00
 (Unaudited)        5,570,425 $  56 $   354,487 $  (298,827)$    55,716
                    ========= ===== =========== =========== ===========

         See accompanying notes and accountant's review report.
                                   F-4
<PAGE> 6                   CAMDEN MINES LIMITED
                     (AN EXPLORATION STAGE COMPANY)
                        STATEMENTS OF CASH FLOWS
                                          For the Period   For the Period
                                          from             from
                            Six Months    9-14-99          9-14-99
                            Ended         (Inception) to   (Inception) to
                            12-31-00      12-31-99         12-31-00
                            (Unaudited)   (Unaudited)      (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
 Net loss                     $    (34,352)  $   (165,231)  $   (298,827)
 Adjustments to reconcile
  net loss to net cash used by operating activities:
 Depreciation                           22            -               22
 Payment of expenses from
  issuance of stock                    -          165,353        245,462
 Increase in deposits                  -              -             (411)
 Increase in accounts payable        1,050            -            2,350
 Decrease in accounts
  payable - related party          (16,726)           -              -
                              ------------   ------------   ------------
Net cash provided (used)
 by operating activities           (50,006)           122        (51,404)
                              ------------   ------------   ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of equipment              (1,595)           -           (1,595)
                              ------------   ------------   ------------
Net cash flows used in
 investing activities               (1,595)           -           (1,595)
                              ------------   ------------   ------------
CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from sale of
  common stock                     107,043            -          107,043
 Proceeds from related
  party advances                       -              -            1,984
 Proceeds from related
  party loans                          -              -              -
                              ------------   ------------   ------------
Net cash provided by
 financing activities              107,043            -          109,027
                              ------------   ------------   ------------
Change in cash                      55,442            122         56,028
Cash, beginning of period              586            -              -
                              ------------   ------------   ------------
Cash, end of period           $     56,028   $        122   $     56,028
                              ============   ============   ============
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Interest paid                 $        -     $        -     $        -
                              ============   ============   ============
Income taxes paid             $        -     $        -     $        -
                              ============   ============   ============
NON-CASH TRANSACTIONS:
Stock issued in payment of consulting
 and other expenses           $        -     $    165,353   $    245,462
Stock issued in payment of
 advances                     $        -     $        -     $      1,984
Stock issued in payment of
 mining claims                $        -     $        -     $         54
         See accompanying notes and accountant's review report.
                                   F-5
<PAGE> 7

                        CAMDEN MINES LIMITED
                 (AN EXPLORATION STAGE ENTERPRISE)
                 NOTES TO THE FINANCIAL STATEMENTS
                         December 31, 2000

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Interim Financial Statements
The interim financial statements as of December 31, 2000 and for the
six months ended December 31, 2000, included herein, have been
prepared for the Company without audit.  They reflect all
adjustments, which are, in the opinion of management, necessary to
present fairly the results of operations for these periods.  All such
adjustments are normal recurring adjustments.  The results of
operations for the periods presented are not necessarily indicative
of the results to be expected for the full fiscal year.

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

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

Exploration Stage Activities
The Company has been in the exploration stage since its formation in
September 1999 and has not yet realized any revenues from its planned
operations.  It is primarily engaged in the acquisition, exploration
and development of mining properties.  Upon location of a commercial
minable reserve, the Company will actively prepare the site for
extraction and enter a development stage.
                                 F-6
<PAGE>
<PAGE> 8

                        CAMDEN MINES LIMITED
                 (AN EXPLORATION STAGE ENTERPRISE)
                 NOTES TO THE FINANCIAL STATEMENTS
                         December 31, 2000

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

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

Concentration of Risk
The Company maintains its cash accounts in primarily one commercial
bank in Vancouver, British Columbia, Canada.  The Company's cash
account is a business checking account maintained in U.S. dollars,
which totaled $56,028 as of December 31, 2000.  This account is not
insured.

Fair Value of Financial Instruments
The carrying amounts for cash, accounts payable, notes payable and
accrued liabilities approximate their fair value.

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

At December 31, 2000, the Company has not engaged in any transactions
that would be considered derivative instruments or hedging
activities.

Impaired Asset Policy
In March 1995, the Financial Accounting Standards Board issued a
statement titled "Accounting for Impairment of Long-lived Assets."
In complying with this standard, the Company reviews its long-lived
assets quarterly to determine if any events or changes in
circumstances have transpired which indicate that the carrying value
of its assets may not be recoverable.  The Company does not believe
any adjustments are needed to the carrying value of its assets at
December 31, 2000.
                                F-7
<PAGE> 9
                        CAMDEN MINES LIMITED
                 (AN EXPLORATION STAGE ENTERPRISE)
                 NOTES TO THE FINANCIAL STATEMENTS
                         December 31, 2000

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Exploration Costs
In accordance with generally accepted accounting principles, the
Company expenses exploration costs as incurred.

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

Provision for Taxes
At December 31, 2000, the Company had a net operating loss of
approximately $295,000 from inception.  No provision for taxes or tax
benefit has been reported in the financial statements, as there is
not a measurable means of assessing future profits or losses.

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

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

As shown in the accompanying financial statements, the Company
incurred a net loss of $298,827 for the period of September 14, 1999
(inception) to December 31, 2000 and had no sales. The future of the
Company is dependent upon its ability to obtain financing and upon
future successful explorations for and profitable operations from the
development of mineral properties.  Management has plans to seek
additional capital through a private placement and public offering of
its common stock.  The financial statements do not include any
adjustments relating to the recoverability and classification of
recorded assets, or the amounts and classification of liabilities
that might be necessary in the event the Company cannot continue in
existence.

Office Equipment
Furniture and equipment are carried at cost.  Depreciation is
computed on the straight-line method over the estimated useful lives
of the related assets, which range from five to seven years.
Depreciation amounted to $22 for the six months ended December 31,
2000.
                                 F-8
<PAGE>
<PAGE> 10

                        CAMDEN MINES LIMITED
                 (AN EXPLORATION STAGE ENTERPRISE)
                 NOTES TO THE FINANCIAL STATEMENTS
                         December 31, 2000

NOTE 3 - COMMON STOCK

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

In September 1999, the Company, through Mr. Hugh Grenfal, its
president and a member of the board of directors, acquired 100% of
the rights, titles and interests in eight mining claims in the Iron
Wolf property, Nanaimo Mining Division, Vancouver Island, British
Columbia, Canada.

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

During the six months ended December 31, 2000, the Company sold
1,070,425 shares of its common stock at an offering price of ten
cents per share.  These shares were sold pursuant to a public
offering of the stock and are considered free-trading on the public
market.

NOTE 4 - LEASES

On March 31, 2000, the Company entered into a lease agreement with
Callinan Mines Limited for a period of approximately three years for
$607 Canadian dollars per month.  As of June 30, 2000, this is
equivalent to approximately $403 U.S. per month.  The lease expires
on June 29, 2003.  The minimum future lease payments as of June 30,
2000 for the remaining life of the lease are:

               Fiscal Year Ended June 30:    Amount

                         2001                $   3,627
                         2002                    4,836
                         2003                    4,836
                                             ---------
               Total minimum lease payments  $  13,299
                                             =========


                                 F-9
<PAGE>
<PAGE> 11

                        CAMDEN MINES LIMITED
                 (AN EXPLORATION STAGE ENTERPRISE)
                 NOTES TO THE FINANCIAL STATEMENTS
                         December 31, 2000

NOTE 5 - RELATED PARTIES

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

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

In addition, Mr. Grenfal, who has advanced $13,148 in payment of
incorporation, audit fees, attorney's fees, and other incidental
expenses, has agreed to receive reimbursement when the Company has
the appropriate cash flow for such reimbursement.  The funds advanced
are uncollateralized and non-interest bearing.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

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

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

















                                F-10

<PAGE> 12

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

     We are a start-up, exploration stage company and have not yet
generated or realized any revenues from our business operations.

     Our auditors have issued a going concern opinion.  This means
that our auditors believe there is doubt that we can continue as an
on-going business for the next twelve months unless we obtain
additional capital to pay our bills.  This is because we have not
generated any revenues and no revenues are anticipated until we begin
removing and selling minerals.  Accordingly, we must raise cash from
sources other than the sale of minerals found on our property.  That
cash must be raised from other sources.  Our only other source for
cash at this time is investments by others in our company.  We must
raise cash in order to implement our project and stay in business.

     In order to meet our need for cash we are attempting to raise
money from this offering.  There is no assurance that we will be able
to raise enough money through this offering to stay in business.
What ever money we do raise, will be applied first to exploration and
then to development, if development is warranted.  If we do not raise
all of the money we need from this offering, we will have to find
alternative sources, such as a second public offering, a private
placement of securities, or loans from our officers or others.  We
have discussed this matter with our officers, however, our  officers
are unwilling to  make any commitment to loan us any money at this
time.  At the present time, we have not made any arrangements to
raise additional cash, other than through this offering.  If we need
additional cash and can't raise it we will either have to suspend
operations until we do raise the cash, or cease operations entirely.

     We will be conducting research in connection with the
exploration of our property.  We are not going to buy or sell any
plant or significant equipment.  We do not expect a change in our
number of employees.

     Our Proposed Exploration Program

     We must conduct exploration and development to determine what
amount of minerals, if any, exist on our properties and if any
minerals which are found can be economically extracted and profitably
processed.

     Our exploration program is designed to economically explore and
evaluate our properties.

     We do not claim to have any ores or reserves whatsoever at this
time on any of our properties.

     We intend to implement an exploration program and intend to
proceed in the following three phases:


<PAGE> 13

     Phase 1 will begin with research of the available geologic
literature, personal interviews with geologists, mining engineers and
others familiar with the prospect sites. We have recently begun this
phase of the exploration process on our properties.

     When the research is completed, our initial work will be
augmented with geologic mapping, geophysical testing and geochemical
testing of our claims. When available, existing workings, such as
trenches, prospect pits, shafts or tunnels will be examined. If an
apparent mineralized zone is identified and narrowed down to a
specific area by the studies, we will to begin trenching the area.
Trenches are generally approximately 150 ft. in length and 10-20 ft.
wide. These dimensions allow for a thorough examination of the
surface of the vein structure types generally encountered in the
area. They also allow for efficient reclamation, re-contouring and
re-seeding of disturbed areas. Once excavation of a trench is
completed, samples are taken and then analyzed for economically
potential minerals that are known to have occurred in the area.

Careful interpretation of this available data collected from the
various tests aid in determining whether or not the prospect has
current economic potential and whether further exploration is
warranted.  We have not entered into any negotiations or agreements
with any persons or firms to conduct exploration activities in Phase
1.  We do not intend to do so until we have obtained proceeds from
this offering.

     Phase 1 will take about 3 months and cost up to $20,000.

     Phase 2 involves an initial examination of the underground
characteristics of the vein structure that was identified by Phase 1
of exploration. Phase 2 is aimed at identifying any mineral deposits
of potential economic importance.  The methods employed are

     *    more extensive trenching
     *    more advanced geophysical work
     *    drift driving

Drift driving is the process of constructing a tunnel to take samples
of ore for testing.  Later, the tunnel can be used for mining ore.
The geophysical work gives a general understanding of the location
and extent of mineralization at depths that are unreachable by
surface excavations and provides a target for more extensive
trenching and core drilling.  Trenching identifies the continuity and
extent of mineralization, if any, below the surface. After a thorough
analysis of the data collected in Phase 2, we will decide if the
property warrants a Phase 3 study.

     Phase 2 will take about 3 months and cost up to $20,000.

     Phase 3 is aimed at precisely defining the depth, the width, the
length, the tonnage and the value per ton of any ore body.   This is
accomplished through extensive drift driving.  Phase 3 will take
about 6 months and cost up to $80,000.

<PAGE> 14

     We do not intend to interest other companies in the property if
we find mineralized materials.  We intend to try to develop the
reserves ourselves.

Limited Operating History; Need for Additional Capital

     There is  no historical financial information about our company
upon which to base an evaluation of our performance.  We are an
exploration stage company  and have not generated any revenues from
operations. We cannot guarantee we will be successful in our business
operations. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital
resources, possible delays in the exploration and/or development of
our properties, and possible cost overruns due to price and cost
increases in services.

     To become profitable and competitive, we conduct into the
research and exploration of our properties before we commence
production of any minerals we may find. We are seeking equity
financing in order to provide for the capital required to implement
our research and exploration phases.

     We have no assurance that future financing will be available to
us on acceptable terms.  If such financing is not available on
satisfactory terms, we may be unable to continue, develop or expand
our operations.  Equity financing could result in additional dilution
to existing shareholders.

RESULTS OF OPERATIONS

From Inception on September 14, 1999

     We just recently acquired our first property and are commencing
the research and exploration stage of our mining operations on that
property at this time.

     Since inception, we have used our common stock to raise money
for our property acquisition,  for corporate expenses  and to repay
outstanding indebtedness. Net cash provided by financing activities
from inception on September 14, 1999 to December 31, 2000 was
$13,384, as a result of proceeds received from a short term loan and
advances.

Liquidity and Capital Resources

     As of the date of this registration statement, we have yet to
generate any revenues from our business operations.

     We issued 4,500,000 shares of common stock through a Section
4(2) offering in September 1999. This was accounted for as a
compensation expense of $245,463 and advances and reimbursement of
expenses and cash advances of $2,037.

     As of December 31, 2000, our total assets were $58,066 and our
total liabilities were $2,350.

<PAGE> 15

                             SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized on this 13th day
of February, 2001

                              CAMDEN MINES LIMITED
                              (Registrant)

                              By:  /s/ Hugh Grenfal
                                   Hugh Grenfal, President Treasurer,
                                   Principal Accounting Officer and a
                                   member of the Board of Directors