U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-KSB

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

                   For the fiscal year ended DECEMBER 31, 2001

                        Commission File Number 001-04026

                            PRINCETON MINING COMPANY
                 (Name of small business issuer in its charter)

              IDAHO                                       82-6008727
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

         3801 William D. Tate Avenue, Suite 100, Grapevine, Texas 76051
               (Address of principal executive offices) (Zip Code)

                    Issuer's telephone number (817) 421-0057

         Securities registered pursuant to Section 12(b) of the Act:

          COMMON STOCK, $.10 PAR VALUE; PREFERRED STOCK, $.10 PAR VALUE
                            (Title of Class)

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 [ ] No [ X ] .

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

State issuer's revenues for its most recent fiscal year - $4,966.

As of February 28, 2002, the registrant had outstanding 27,677,140 shares of its
Common Stock, par value $.10, its only class of voting securities. The aggregate
market value of the shares of Common Stock of the registrant held by
non-affiliates on February 28, 2002, was approximately $2,420,000 based on its
closing price on the OTC: Bulletin Board on that date. (See Item 5).

               DOCUMENTS INCORPORATED BY REFERENCE

No documents are incorporated by reference into this Report except those
Exhibits so incorporated as set forth in the Exhibit index.

Transitional Small Business Disclosure Format (Check one):  Yes [   ]; No [ X ].

                                       1
<PAGE>

                            PRINCETON MINING COMPANY

                                TABLE OF CONTENTS

                                   FORM 10-KSB

                                     Part I

Item 1            Description of Business
Item 2            Description of Property
Item 3            Legal Proceedings
Item 4            Submission of Matters to a Vote of Security Holders

                                     Part II

Item 5            Market for Common Equity and Related Stockholder Matters
Item 6            Management's Discussion and Analysis or Plan of Operation
Item 7            Financial Statements
Item 8            Changes in and Disagreements with Accountants on Accounting
                  and Financial Disclosure

                                    Part III

Item 9            Directors, Executive Officers, Promoters and Control Persons;
                  Compliance with Section 16(a) of the Securities Exchange Act
Item 10           Executive Compensation
Item 11           Security Ownership of Certain Beneficial Owners and Management
Item 12           Certain Relationships and Related Transactions
Item 13           Exhibits and Reports on Form 8-K




                                       2
<PAGE>


ITEM 1            DESCRIPTION OF BUSINESS

(a)      Business Development

Princeton Mining Company ("Princeton") was incorporated under the laws of Idaho
in September 1950. Princeton has one wholly owned subsidiary, Brittany
Enterprises, Inc. ("Brittany"), which was incorporated under the laws of Nevada
in October 1998, collectively (the "Company").

Princeton acquired Brittany on April 24, 2001. For accounting purposes, the
acquisition has been treated as the acquisition of Brittany by Princeton with
Brittany as the purchaser (reverse acquisition). The historical financial
statements prior to April 24, 2001 are those of Brittany. Brittany did not have
operations until March 30, 2001, when it acquired two condominium units that it
is leasing.

(b)      Business of Issuer

Princeton was the owner of an interest in two unpatented mining claims situated
east of the village of Mullan in the Coeur d' Alene Mining District, Shoshone
County, Idaho. To the knowledge of the Company, no commercial ore deposit has
been found as the result of any exploration work done to date on this property.
Consequently, there has been no production of ore from the property and the
Company makes no claim to the existence of ore reserves in the property. The
Company has allowed the mining claims to lapse and does not anticipate having
future operations in mining.

Brittany is the owner of two condominium units which are located in Dallas,
Texas. Both units are currently under lease.

There are numerous Federal and state laws and regulation related to
environmental protection, which have direct application to mining and milling
activities. The more significant of these laws deal with mined land reclamation
and wastewater discharge from mines and milling operations. The Company does not
believe that these laws and regulations as presently enacted will have a direct
material adverse effect on its operations, since its mining claims have lapsed
with no commercial activity.

The Company does not currently have any employees.


ITEM 2   PROPERTIES

The Company owns two condominium units which are located in Dallas, Texas. Both
units are currently under lease.

Until the mining claims lapsed, the Company had an interest in two unpatented
mining claims as described in Item 1.

                                       3
<PAGE>


ITEM 3   LEGAL PROCEEDINGS

None.


ITEM 4            SUBMISSION OF MATTERS TO A VOTE OF SECUTIY HOLDERS

There were no shareholders' meetings during 2001.


                                     PART II

ITEM 5            MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our $.10 par value common stock ("Common Stock") is traded in the
over-the-counter market and is quoted on the NASD Over The Counter Bulletin
Board ("OTCBB") under the symbol "PRNM." The following tables set forth the
quarterly high and low daily bids of our Common Stock as reported by the OTCBB
for the two years ended December 31, 2001. The bids represent quotations by
dealers without adjustments for retail mark-ups, mark-downs or commissions and
may not represent actual transactions.
<TABLE>
<S>                                                                <C>             <C>

                                                                           High             Low

2001
----
Fourth Quarter                                                         $     .75      $      .18
Third Quarter                                                          $     .80      $      .25
Second Quarter                                                         $     .80      $      .11
First Quarter                                                          $     .30      $      .10

2000
----
Fourth Quarter                                                         $     .50      $      .22
Third Quarter                                                          $     .50      $      .08
Second Quarter                                                         $     .10      $      .07
First Quarter                                                          $     .12      $      .06
</TABLE>


The OTCBB is a quotation service sponsored by the NASD that displays real-time
quotes and volume information in over-the-counter (OTC) equity securities. The
OTCBB does not impose listing standards or requirements, does not provide
automatic trade executions and does not maintain relationships with quoted
issuers. Stocks traded on the OTCBB may face a loss of market makers, lack of
readily available bid and ask prices for its stock experience a greater spread
between the bids and ask price of its stock and a general loss of liquidity with
its stock. In addition, certain investors have policies against purchasing or
holding OTC securities. Both trading volume and the market value of our
securities have been, and will continue to be, materially affected by the
trading on the OTCBB.

                                       4
<PAGE>

Holders

At December 31, 2001 there were approximately 1,048 holders of record of the
Company's Common Stock, including shares held in "nominee" or "street" name, an
undetermined number of which represent more than one individual participant in
securities positions with the Company.

Dividends

The Company has never paid cash dividends on its Common Stock, and intends to
utilize current resources to expand its operations. Therefore, it is not
anticipated that cash dividends will be paid on the Company's Common Stock in
the foreseeable future.

Recent Sales of Unregistered Securities

During May 2001, the Company sold 108,000 common stock and warrant units at a
price of $.1875 each. Each unit consisted of one share of common stock and one
Class "A" Warrant and one Class "B" Warrant. The Class "A" Warrant grants the
holder the right to purchase said number of common shares for $1.00 per share
and the Class "B" Warrant grants the holder the right to purchase said number of
common shares for $1.75 per share. Both classes of warrants expire on May 3,
2004. The shares were sold directly to sophisticated investors pursuant to
subscription agreements. No commissions or discounts were paid. The shares were
sold pursuant to an exemption from registration under Section 4(2) promulgated
under the Securities Act of 1933, as amended.


ITEM 6            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

From time to time, the Company may publish forward-looking statements relative
to such matters as anticipated financial performance, business prospects,
technological developments and similar matters. The Private Securities
Litigation Reform Act of 1995 provides a safe harbor for forward-looking
statements. All statements other than statements of historical fact included in
this section or elsewhere in this report are, or may be deemed to be,
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Important
factors that could cause actual results to differ materially from those
discussed in such forward-looking statements include, but are not limited to,
the following: changes in the economy or in specific customer industry sectors;
changes in customer procurement policies and practices; changes in product
manufacturer sales policies and practices; the availability of product and
labor; changes in operating expenses; the effect of price increases or
decreases; the variability and timing of business opportunities including
acquisitions, alliances, customer agreements and supplier authorizations; the
Company's ability to realize the anticipated benefits of acquisitions and other
business strategies; the incurrence of debt and contingent liabilities in
connection with acquisitions; changes in accounting policies and practices; the
effect of organizational changes within the Company; the emergence of new
competitors, including firms with greater financial resources than the Company;
adverse state and federal regulation and legislation; and the occurrence of
extraordinary events, including natural events and acts of God, fires, floods
and accidents.

                                       5
<PAGE>

Princeton Mining Company has owned an interest in unpatented mining claims until
the current year when the claims were allowed to lapse. The Company wrote off
the balance of its investment of $2,000 during 2001.

During the period from inception (March 30, 2001) through December 31, 2001, the
Company had losses before income taxes in the amount of $30,164.

On April 24, 2001, Princeton had a change in control and acquired a new
subsidiary, Brittany Enterprises, Inc. Princeton issued 18,000,000 shares of its
$.10 par value common stock to acquire Brittany. Brittany owns two condominium
units in Dallas, Texas, which are currently under lease. Projected revenues from
the properties together with existing cash reserves may not provide adequate
cash flow to meet current obligations; accordingly, the Company may be required
to either obtain loans from its shareholders or attempt to raise additional
capital through sale of common stock.

There can be no assurance that the Company will be able to obtain sufficient
cash from alternate sources to support its operating requirements.






                                       6
<PAGE>


ITEM 7   FINANCIAL STATEMENTS

                     PRINCETON MINING COMPANY AND SUBSIDIARY

                              Financial Statements

                                Table of Contents
<TABLE>
<S>                                                                             <C>


                                                                                      Page

Independent Auditor's Report of Stephen P. Higgins, CPA                                 8

Consolidated Financial Statements:

         Consolidated Balance Sheet                                                     9

         Consolidated Statement of Operations                                          10

         Consolidated Statement of Stockholders' Equity                                11

         Consolidated Statements of Cash Flows                                         12

         Notes to Consolidated Financial Statements                                   13-17

</TABLE>



                                       7
<PAGE>


                             STEPHEN P. HIGGINS, CPA
                                67 Dumbarton Drive
                           Huntington, New York 11743



                          Independent Auditor's Report


Board of Directors
Princeton Mining Company and Subsidiary:

We have audited the accompanying consolidated balance sheet of Princeton Mining
Company and Subsidiary as of December 31, 2001 and the related consolidated
statements of operations, stockholder's equity and cash flow for the period from
March 30, 2001 (inception) through December 31, 2001. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall consolidated financial statement presentation. We
believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Princeton Mining
Company and Subsidiary at December 31, 2001 and the results of their operations
and their cash flows for the period from March 30, 2001 (inception) through
December 31, 2001, in conformity with accounting principles generally accepted
in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note G to the
financial statements, the Company's operating losses raise substantial doubt
about its ability to continue as a going concern. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.


                           /s/ Stephen P. Higgins, CPA

March 20, 2002
Huntington, New York



                                       8
<PAGE>

<TABLE>
<CAPTION>


Princeton Mining Company and Subsidiary
Consolidated Balance Sheet
December 31, 2001



<S>                                                                                              <C>

Assets

Current assets
  Cash and cash equivalents                                                                            $         2,809
                                                                                                       ---------------
Total current assets                                                                                             2,809
Real estate                                                                                                     46,394
Less accumulated depreciation                                                                                    1,265
                                                                                                      ----------------
                                                                                                                45,129
                                                                                                      ----------------
  Total assets                                                                                         $        47,938
                                                                                                      ================



Liabilities and Stockholder's Equity

Current liabilities
 Accounts payable                                                                                      $         7,980
 Accrued interest payable - stockholder                                                                            871
 Note payable - stockholder                                                                                     34,919
 Due to stockholder                                                                                              2,082
                                                                                                       ---------------
Total current liabilities                                                                                       45,852

Commitments and contingencies

Stockholder's equity
  Preferred stock, $.10 par value.  Authorized 1,000,000 shares;                                                    -
    no shares issued and outstanding. Common stock, $.10 par value.  Authorized 29,000,000 shares;            2,767,714
   issued and outstanding 27,677,140 shares
  Common stock discount                                                                                      (2,735,464)
  Retained earnings (deficit)                                                                                   (30,164)
                                                                                                       ----------------
Total stockholder's equity                                                                                        2,086
                                                                                                       ----------------
                                                                                                        $        47,938
                                                                                                       ================

See accompanying notes to consolidated financial statements.
</TABLE>


                                       9
<PAGE>
<TABLE>
<CAPTION>

Princeton Mining Company and Subsidiary
Consolidated Statement of Operations
From Inception (March 30, 2001) through December 31, 2001




<S>                                                                                      <C>
Sales and revenues                                                                             $   4,966
Cost of operations                                                                                 5,304
                                                                                              -----------
Gross profit (loss)                                                                                 (338)

Other expense
  General and administrative expense                                                              24,834
  Write-down of mineral property                                                                   2,000
  Interest expense - related party                                                                 2,992
                                                                                              -----------
                                                                                                  29,826
                                                                                              -----------
     Loss before income taxes                                                                    (30,164)
Income taxes                                                                                           -
                                                                                              -----------
     Net Loss                                                                                  $ (30,164)
                                                                                              ===========

Net loss per share, basic and diluted                                                          $   (0.00)
                                                                                              ===========

Weighted Average Shares Outstanding                                                            26,794,218
                                                                                              ===========


See accompanying notes to financial statements.

</TABLE>


                                       10
<PAGE>

<TABLE>
<CAPTION>


Princeton Mining Company and Subsidiary

Consolidated Statement of Stockholder's Equity
From Inception (March 30, 2001) through December 31, 2001


                                                                                                       Retained
                                                     Common Stock                  Common stock        Earnings
                                                  Shares       Par Value             Discount          (Deficit)           Total
                                                  ------       ---------            --------          ----------           -----
<S>                                           <C>             <C>               <C>                 <C>                <C>

Inception, March 30, 2001                        18,000,000   $1,800,000           $(1,790,000)       $       -           $10,000

Acquire Princeton Mining                          9,569,140      956,914              (954,914)               -             2,000
  Company
Issue common stock for cash                         108,000       10,800                 9,450                -            20,250
Net loss                                                 -            -                     -           (30,164)          (30,164)
                                                ------------- -----------         -------------      -----------         --------
Balance, December 31, 2001                       27,677,140   $2,767,714            $(2,735,464)      $ (30,164)          $ 2,086
                                                ============= ===========         =============      ===========         =========


See accompanying notes to financial statements.

</TABLE>



                                       11
<PAGE>

<TABLE>
<CAPTION>


Princeton Mining Company and Subsidiary

Consolidated Statements of Cash Flows
From Inception (March 30, 2001) through December 31, 2001


<S>                                                                                                 <C>


Cash flows used in operating activities
Net loss                                                                                                $  (30,164)
Adjustments to reconcile net loss to net
 cash used in operating activities:
  Write-down of mineral properties                                                                           2,000
  Depreciation                                                                                               1,265
  Increase in accounts payable                                                                               7,980
  Increase in accrued interest - stockholder                                                                   871

                                                                                                       -----------
Net cash used in operating activities                                                                      (18,048)
                                                                                                       -----------


Cash flows provided by financing activities
Common stock issued for cash                                                                                20,250
Loans from stockholder                                                                                       2,082
Repayment of note payable - stockholder                                                                     (1,475)

                                                                                                       ------------
Net cash provided by financing activities                                                                   20,857
                                                                                                       ------------
Net increase in cash and cash equivalents                                                                    2,809
Cash and cash equivalents, beginning of period                                                                   -
                                                                                                       ------------
Cash and cash equivalents, end of period                                                                $    2,809
                                                                                                       ============


Supplemental Cash Flow Information

Cash paid for interest and income taxes are as follows:
  Interest expense - related party                                                                      $    2,122
  Income taxes                                                                                          $      -

See accompanying notes to consolidated financial statements.

</TABLE>




                                       12
<PAGE>




                    Princeton Mining Company and Subsidiary
                   Notes to Consolidated Financial Statements


A.       Summary of significant accounting policies

(1)           Principles of consolidation - The consolidated financial
              statements include the accounts of Princeton Mining Company
              ("Princeton") and its wholly owned subsidiary, Brittany
              Enterprises, Inc. ("Brittany") (collectively the "Company"). All
              material intercompany accounts and transactions have been
              eliminated in consolidation.

(2)           Organization - Princeton was organized in September 1950, under
              the laws of the State of Idaho. On April 24, 2001, Princeton
              acquired Brittany, a Nevada corporation organized on October 29,
              1998. For accounting purposes, the acquisition has been treated as
              the acquisition of Brittany by Princeton with Brittany as the
              purchaser (reverse acquisition). The historical financial
              statements prior to April 24, 2001 are those of Brittany. Brittany
              did not have operations until March 30, 2001, when it acquired two
              condominium units that it is leasing.

(3)           Nature of business - Princeton is now a holding company with one
              wholly owned subsidiary, Brittany. Formerly Princeton was the
              owner of an interest in two unpatented mining claims situated east
              of the village of Mullan in the Coeur d'Alene Mining District,
              Shoshone County, Idaho. To the knowledge of the Company, no
              commercial ore deposit has been found as the result of any
              exploration work done to date on the Company's property.
              Consequently, there has been no production of ore from the
              property and the Company makes no claim to the existence of ore
              reserves in the property. The Company allowed the mining claims to
              lapse and does not anticipate having future operations in mining.

              Brittany is the owner of two condominium units that are located in
              Dallas, Texas. Both units are currently under lease.


(4)           Use of estimates - The preparation of the financial statements in
              conformity with generally accepted accounting principles requires
              management to make estimates and assumptions that affect the
              reported amounts of assets and liabilities and disclosure of
              contingent assets and liabilities at the date of the financial
              statements and the reported amounts of revenues and expenses
              during the reporting period. Actual results could differ from
              those estimates.

(5)           Cash and cash equivalents - For purposes of the statement of cash
              flows, the Company considers all highly liquid investments
              purchased with an original maturity of three months or less to be
              cash equivalents.

                                       13
<PAGE>

       (6)    Property and equipment - Real estate is stated at cost and
              depreciated using the straight-line method over the estimated
              useful life of 27.5 years.

       (7)    Revenue recognition - Revenue from rental units is recognized in
              the month in which it is earned.


       (8)    Deferred income taxes - Deferred income taxes are provided for
              temporary differences between financial and tax reporting in
              accordance with the liability method under the provisions of
              Statement of Financial Accounting Standards (SFAS) No. 109,
              "Accounting for Income Taxes." A valuation allowance is recorded
              to reduce the carrying amounts of deferred tax assets unless it is
              more likely than not that such assets will be realized.


       (9)    Earnings (loss) per common share - Earnings (loss) per common
              share are calculated under the provisions of SFAS No. 128,
              "Earnings per Share," which established new standards for
              computing and presenting earnings per share. SFAS No. 128 requires
              the Company to report both basic earnings per share, which is
              based on the weighted-average number of common shares outstanding,
              and diluted earnings per share, which is based on the
              weighted-average number of common shares outstanding plus all
              potential dilutive common shares outstanding.


      (10)    Recent accounting pronouncements - In June 2001, the Financial
              Accounting Standards Board issued Statement of Financial
              Accounting Standards No. 141 (SFAS No. 141), "Business
              Combinations."  SFAS No. 141 addresses financial accounting and
              reporting for business combinations and supersedes APB Opinion
              No. 16, "Business Combinations," and FASB Statement No. 38,
              "Accounting for Preacquisition Contingencies of Purchased
              Enterprises."  All business combinations in the scope of SFAS No.
              141 are to be accounted for using one method, the purchase method.
              The provisions of SFAS No. 141 apply to all business combinations
              initiated after June 30, 2001 or for which the date of acquisition
              is July 1, 2001, or later.  The Company will adopted this
              Statement on January 1, 2002 and does not expect any effect on the
              results of operations or financial position.


     (11)     Fair value determination - Financial instruments consist of cash,
              marketable securities, accounts receivable, notes receivable,
              accounts payable, accrued expenses, short-term and long-term
              borrowings. The carrying amount of these financial instruments
              approximates fair value due to their short-term nature or the
              current rates at which the Company could borrow funds with similar
              remaining maturities.

                                       14
<PAGE>


B. Acquisition

     On April 24, 2001, the Company issued 18,000,000 shares of its $.10 par
     value common stock to acquire Brittany Enterprises, Inc. The transaction
     was accounted for using the purchase method of accounting and has been
     treated as the acquisition of Brittany by Princeton with Brittany as the
     purchaser (reverse acquisition). The assets acquired, liabilities assumed
     and consideration to the seller is as follows:



                  Real estate                               $      46,394

                  Liabilities assumed                             (36,394)
                                                             -------------

                    Common stock issued                     $      10,000
                                                             =============

     Brittany did not commence operations until March 30, 2001, accordingly, pro
forma results of operations are not presented.


C.       Note payable - stockholder

     The Company assumed a note payable to a stockholder as a part of the
     acquisition of Brittany, which is due on demand with monthly installments
     of $595, including interest at 10%. The balance at December 31, 2001 was
     $34,919.



D.       Income taxes

     From inception (March 30, 2001) through December 31, 2001, the Company
     operated at a loss and accordingly did not pay any estimated income taxes.
     All expected deferred tax benefits as a result of the net operating loss
     have a full valuation allowance recorded.

     Actual income tax benefit applicable to loss from continuing operations is
     reconciled with the "normally expected" federal income tax benefit as
     follows:
<TABLE>
<S>                                                                             <C>

                                                                                           2001

           "Normally expected" income tax benefit                                   $   (10,300)

           Valuation allowance                                                           10,300
                                                                                    -----------

                  Actual income tax expense                                         $         -
                                                                                    ===========



     The net deferred taxes at December 31, 2001 are comprised of the following:

           Net operating loss carryforward                                          $    10,300

           Valuation allowance on assets                                                (10,300)
                                                                                    -----------

                  Net deferred tax asset                                            $         -
                                                                                    ===========
</TABLE>

The Company has available unused net operating loss carryforwards of
approximately $30,200 which will expire in 2021.


                                       15
<PAGE>


E.       Stockholder's equity

     The Company has 1,000,000 shares of its $.10 par value preferred stock
     authorized and no shares issued or outstanding. The Company has 29,000,000
     shares of its $.10 par value common stock authorized and currently has
     27,677,140 shares issued and outstanding.

     Prior to December 31, 1998, the Company issued restricted common stock in
     exchange for services provided and the extinguishments of advances due
     related parties. The issue of these shares at its market value resulted in
     the shares being issued at less than their par value. Accordingly, the
     Company recorded a discount on common stock of $280,681, representing the
     aggregate difference between the par value of the common stock issued and
     the market value of services provided and debt extinguished. Between
     January 1, 1999 and April 24, 2001, other equity transactions resulted in
     $64,546 in additional paid in capital which was recorded to reduce the
     discount on common stock to $216,135. The following schedule summarizes the
     activity in the discount on common stock account prior to the acquisition
     of Brittany by Princeton.
<TABLE>
<S>                                                                                     <C>



           Discount on common stock prior to acquisition                                     $   216,135

           Deficit in retained earnings recapitalized due to reverse acquisition                 738,779
                                                                                             -----------

             Balance on acquisition                                                          $   954,914
                                                                                             ===========
</TABLE>



     On April 24, 2001, the Company issued 18,000,000 shares of its common stock
     to acquire 100% of Brittany. For accounting purposes, the acquisition has
     been treated as the acquisition of Brittany by Princeton with Brittany as
     the purchaser (reverse acquisition). The value of the net assets of
     Brittany was $10,000, accordingly, the issue of 18,000,000 shares for
     $10,000 resulted in recording $1,800,000 in par value of common stock and
     $1,790,000 in common stock discount.

     During May 2001, the Company sold 108,000 common stock and warrant units at
     a price of $.1875 each. Each unit consisted of one share of common stock
     and one Class "A" Warrant and one Class "B" Warrant. The Class "A" Warrant
     grants the holder the right to purchase said number of common shares for
     $1.00 per share and the Class "B" Warrant grants the holder the right to
     purchase said number of common shares for $1.75 per share. Both classes of
     warrants expire on May 3, 2004. The Company recorded $10,800 in par value
     of common stock and $9,450 as additional paid-in capital by reducing the
     common stock discount.

     At December 31, 2001, 108,000 Class "A" Warrants and 108,000 Class "B"
     Warrants are outstanding and exercisable at $1.00 and $1.75 per share,
     respectively.


                                       16
<PAGE>


F.   Earnings (loss) per share

     At December 31, 2001, all exercisable common stock equivalents (108,000
     Class "A" warrants and 108,000 Class "B" warrants) were antidilutive and
     are not included in the earnings (loss) per share calculation.



G.       Uncertainties

     Since Princeton acquired Brittany on April 24, 2001, the Company has
     recorded losses of $30,164 from operations. To the extent necessary,
     management intends to make loans to the Company to meet any operating cash
     requirements. The consolidated 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 Companies are unable to generate sufficient
     capital to continue operations.



H.       Related party transactions

     In 2001, the Companies had transactions with related parties, primarily its
     shareholders. The following is a summary of those transactions:

              Note payable to stockholder                       $    34,919

              Due to stockholder                                      2,082

              Interest expense                                        2,992








                                       17
<PAGE>




ITEM 8   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

On January 3, 2001, the Board of Directors of the Company engaged DeCoria,
Maichel & Teague P.S. to serve as the Company's independent accountants for the
fiscal year ending December 31, 2000. Concurrently, the Board of Directors
dismissed Williams and Weber, P.S., the Company's previous independent
accountants. The engagement of DeCoria, Maichel & Teague P.S. and the dismissal
of Williams and Webster, P.S. was pursuant to a resolution approved and passed
by the Company's Board of Directors. The change was reported on Form 8-K dated
January 3, 2001.

During the fiscal year ended December 31, 1999, and the subsequent interim
periods preceding the dismissal, there were no disagreements with Williams and
Webster, P.S. on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which disagreements if
not resolved to its satisfaction would have caused it to make reference in
connection with its report to the subject matter of the disagreement, and
Williams and Webster, P.S. have not advised the Company of any reportable events
as defined in paragraph (A) through (D) of Regulation S-K Item 304(a)(1)(v).

The accountants' report of Williams and Webster, P.S. as of and for the year
ended December 31, 1999, did not contain any adverse opinion or disclaimer of
opinion, but was qualified as to the uncertainty of the Company's ability to
continue as a going concern.

On September 12, 2001, the Company dismissed its former principal accountants,
DeCoria, Maichel & Teague P.S. of Spokane, Washington and engaged Stephen P.
Higgins, CPA of Huntington, New York, as its principal accountant. The decision
to change accountants was approved by the Board of Directors of the Company.

During the fiscal year ended December 31, 2000 and the subsequent interim period
through March 31, 2001, there were no disagreements with the former accountants
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of the former accountants would have caused them to make
reference in connection with their report to the subject matter of the
disagreement, and DeCoria, Maichel & Teague P.S. have not advised the Company of
any reportable events as defined in paragraph (A) through (D) of Regulation S-K
Item 304(a)(1)(v).

The accountant's report of DeCoria, Maichel & Teague P.S. as of and for the year
ended December 31, 2000, did not contain any adverse opinion or disclaimer of
opinion, but was qualified as to the uncertainty of the Company's ability to
continue as a going concern.

                                       18
<PAGE>


                                    PART III

ITEM 9   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The following table sets forth the names, ages and current positions with the
Company held by the Directors, Executive Officers and Significant Employees;
together with the year such positions were assumed. There is no immediate family
relationship between or among any of the Directors, Executive Officers or
Significant Employees, and the Company is not aware of any arrangement or
understanding between any Director or Executive Officer and any other person
pursuant to which he was elected to his current position.

                                                                    DATE FIRST
                                 POSITION OR OFFICE                   ELECTED/
NAME                AGE         WITH THE COMPANY                     APPOINTED

Randy Howell         47          Director, CEO                          2001


RANDY HOWELL - Mr. Howell is a home developer and builder in the Dallas/Ft.
Worth area.  Mr. Howell currently owns and is president of Blue Bonnett Homes.


                COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

During the fiscal year ended December 31, 2001, Mr. Howell omitted filing his
Form 3 to report when he became a reporting person. Mr. Howell has filed a Form
5 with the SEC for the fiscal year ended December 31, 2001.





                                       19
<PAGE>


ITEM 10           EXECUTIVE COMPENSATION

The following table shows the compensation of the Company's chief executive
officer and each officer whose total cash compensation exceeded $100,000 for the
three years ended December 31, 2001.
<TABLE>
<S>                              <C>            <C>              <C>            <C>

NAME AND                                                                                 OTHER ANNUAL
PRINCIPAL POSITION                    YEAR          SALARY          BONUS                COMPENSATION

Randy Howell                          2001               -              -                           -
(CEO since 4/24/01)

H. James Magnuson                     2001               -              -                           -
(CEO from 1/1/99                      2000               -              -                           -
to 4/24/01)                           1999               -              -                           -
</TABLE>

The Company's chief executive officer currently does not receive compensation.

The Company has no long-term incentive compensation plans.

There were no stock options granted during fiscal year 2001 and there are none
outstanding at December 31, 2001.


ITEM 11           SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table indicates the beneficial ownership of the Company's voting
securities of all persons, all Directors of the Company and all Officers who are
not Directors of the Company, as a group, as of February 28, 2002, the most
recent practicable date. As of February 28, 2002, there were 27,677,140 shares
of the Company's common stock outstanding.
<TABLE>
<CAPTION>

   TITLE                 NAME AND ADDRESS                      AMOUNT AND NATURE
    OF                     OF BENEFICIAL                         OF BENEFICIAL                 % OF
   CLASS                       OWNER                                 OWNER                     CLASS

<S>                     <C>                                        <C>                       <C>
   Common               Randy Howell                                18,000,000                65.04%

                        All officers and directors
                        as a group (1 person)                       18,000,000                65.04%

</TABLE>




                                       20
<PAGE>


ITEM 12           CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The chief executive officer of the Company provides office facilities for the
Company without charge.


ITEM 13           EXHIBITS AND REPORTS ON FORM 8-K

a)       Exhibits - See Exhibit Index at Page 22.

b) Reports on Form 8-K - There were no reports filed on Form 8-K during the
quarter ended December 31, 2001.


                                   SIGNATURES


In accordance with the requirements of section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                            PRINCETON MINING COMPANY



April 12, 2002                           /s/ Randy Howell
                                          -----------------------------------
                                         Randy Howell, Chief Executive Officer


In accordance with the Securities Exchange Act of 1934, this report has been
signed below by the following person on behalf of the registrant and in the
capacities and on the date indicated.


April 12, 2002                           /s/ Randy Howell
                                         -----------------------------------
                                         Randy Howell, Chief Executive Officer,
                                         Director






                                       21
<PAGE>


OBTAINED FROM TEAM PRINCETON MINING COMPANY (THE "COMPANY") UPON REQUEST AND
PAYMENT OF THE COMPANY'S COSTS IN FURNISHING SUCH COPIES. COPIES MAY ALSO BE
OBTAINED FROM THE SECURITIES AND EXCHANGE COMMISSION FOR A SLIGHT CHARGE.

                     (The foregoing is not applicable to the
                              original(s) hereof.)
<TABLE>
<S>                 <C>                                                                         <C>

                                  EXHIBIT INDEX
Securities and
Exchange
Commission                                                                                              Page
Exhibit No.           Type of Exhibit                                                                  Number

2                     Plan of acquisition, reorganization, arrangement,                                  N/A
                      liquidation, or succession

3(i)                  Articles of incorporation                                                          N/A

3(ii)                 By-laws                                                                            N/A

4                     Instruments defining the rights of holders, incl. Indentures                       N/A

9                     Voting trust agreement                                                             N/A

10                    Material contracts                                                                 N/A

11                    Statement re: computation of per share earnings                                  Item 7

16                    Letter on change in certifying accountant                                          N/A

18                    Letter on change in accounting principles                                          N/A

21                    Subsidiaries of the Registrant                                                   Item 1

22                    Published report regarding matters submitted to vote                               N/A

23                    Consent of experts and counsel                                                     N/A

24                    Power of Attorney                                                                  N/A

99                    Additional exhibits                                                                N/A

</TABLE>

                                       22
<PAGE>