UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB
                                   -----------

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934 For the fiscal year ended - June 30, 2004

OR

[_]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934 For the transition period from

                        Commission file number 000-33195

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

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


                   505 Burrard Street, Suite 1880 (PO Box 15)
                           Vancouver, British Columbia
                                 Canada V7X 1M6
                   ------------------------------------------
          (Address of principal executive offices, including zip code.)

                                 (604) 681-3864
                                 --------------
              (Registrant's telephone number, including area code)


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

     Title of each class               Name of each exchange on which registered
     -------------------               -----------------------------------------
     None                              None

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

     Title of each class               Common Stock

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 [_]


<PAGE>






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  referenced  in Part III of this  Form
10-KSB or any amendment to this Form 10-KSB [_]

State issuer's revenues for its most fiscal year June 30, 2004: $-0-.

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the  average  bid and asked  price of such  common  equity,  as of
September 27, 2004: (61,056,375-45,052,000) X $2.75 = $44,012,031

State the number of shares outstanding of each of the issuer's classes of common
equity, as of September 22, 2004: 61,056,375*

*After taking into effect the stock dividend of two  additional  shares for each
one share of common stock outstanding effective July 29, 2004.

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


We  make  forward-looking  statements  in  this  document.  Our  forward-looking
statements  are  subject to risks and  uncertainties.  You should note that many
factors,  some of which are described in this section or discussed  elsewhere in
this document,  could affect Camden Mines Limited (the  "Company") in the future
and could cause our results to differ  materially  from those  expressed  in our
forward-looking  statements.  Forward-looking statements include those regarding
our goals, beliefs, plans or current expectations and other statements regarding
matters  that are not  historical  facts.  For  example,  when we use the  words
"believe,"  "expect,"  "anticipate"  or  similar  expressions,   we  are  making
forward-looking  statements. We are not required to release publicly the results
of any  revisions  to these  forward-looking  statements  we may make to reflect
future events or circumstances.


                                     PART I
                                     ------

ITEM 1.  DESCRIPTION OF BUSINESS
--------------------------------

General
-------

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

By an action of the majority  shareholders  which was filed on a Schedule 14C on
EDGAR on September  20, 2004,  we  anticipate  that we will be changing our name
from Camden Mines Limited to "Xinhua China Ltd." effective on October 12, 2004.

We have been engaged in the  acquisition,  exploration and development of mining
properties,  however,  we  intend  to  change  our  business  to that of being a
majority owner of Xinhua  Publications  Circulation &  Distribution  Center Co.,



<PAGE>






Ltd., a newly formed company  organized under the laws of the Peoples'  Republic
of China, which has been granted 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.

New Business
------------

On September 14, 2004, we announced the signing of two separate  binding  Letter
Agreements  under  which we  would  acquire  all of the  outstanding  shares  of
Pac-Poly  Investments  Limited  ("Pac-Poly")  and 95 percent of the  outstanding
shares of Beijing  Boheng  Investment & Management  Co.,  Ltd.  ("Boheng").  The
shareholders  of  Pac-Poly,  a company  organized  under the laws of the British
Virgin  Islands,  would  receive  16,387,000  shares of our 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 our 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  Publications  Circulation & Distribution  Center Co., Ltd., a
newly formed company organized under the laws of the Peoples' Republic of China.
Xinhua  C&D has been  granted 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.  In  addition  to  receiving  the  nationwide
distribution  licence  in China,  Xinhua C & D recently  finalized  distribution
agreements for certain international publications for the China market.

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

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

Prior Business
--------------

     Background
     ----------

In September 1999, Hugh Grenfal our then President and a directors, acquired one
mineral property  containing eight mining claims totaling 494 acres located near
the town of Campbell River on Vancouver  Island,  British  Columbia,  Canada, by
arranging  the  staking  of the same  through a third  party.  The  property  is
sometimes  referred to as the "Iron Wolf"  property.  Mr. Grenfal paid $1,358 to
stake the claims. The claims were recorded in Mr. Grenfal's name to avoid paying



<PAGE>






additional  fees,  however,  title to the claims has been  conveyed  to us by an
unrecorded deed. Under British Columbia  provincial law, if the deed is recorded
in our name,  we will have to pay a minimum of $500.00 and file other  documents
since  we are a  foreign  corporation  in  Canada.  We  decided  that if gold is
discovered  on the property and it is  economical  to remove the gold,  we would
record the deed, pay the additional tax and file as a foreign corporation.

     The Exploration Program
     -----------------------

In the view of management  at the time, it was necessary to conduct  exploration
and development to determine what amount of minerals, if any, could exist on our
properties and if any minerals which are found can be economically extracted and
profitably processed.

Our exploration  program was designed to  economically  explore and evaluate our
properties.  We do not claim to have any ores or reserves  whatsoever  on any of
our properties. The exploration program was intended to proceed in the following
three phases, as outlined in the section Description of Property.

We did not  intend  to  interest  other  companies  in the  property  if we find
mineralized  materials.  Rather,  we  intended  to try to develop  the  reserves
ourselves.  This is  feasible  for a small or modest  deposit  although  a large
discovery would have required input from external resources.

     Status of Our Exploration Program
     ---------------------------------

Exploration  was  carried out on the Iron Wolf  properties  during the period of
June 4 to June 9, 2001.  A program of soil and rock  sampling,  prospecting  and
geological mapping was completed. A second property trip was also done on August
11, 2001, when 360 lb rock samples were collected.

The  purpose  of the first work  program  was to test the  northern  part of our
property (via soil/rock sampling and geological mapping) for gold. Approximately
5.6 miles of control grid was emplaced.  A total of 211 soil samples,  collected
at variable  sample spacing,  and 9 rock samples were collected,  and geological
mapping was  conducted.  An  additional  27 soil samples and 4 rock samples were
collected over the western part of the claims.  All samples were analyzed for 28
elements.

The results of our testing for gold was disappointing. There was evidence of the
presence of magnetite of unknown quantity and quality,  an iron mineral that has
industrial applications but we were unable to conclude that this was of economic
significance. Other than the foregoing, we have not conducted any exploration on
our property.

     Competitive Factors
     -------------------

The gold mining industry is fragmented. We were competing with other exploration
companies looking for gold. We were one of the smallest exploration companies in
existence.  We were an infinitely  small  participant in the gold mining market.
While we compete with other exploration  companies,  there is no competition for
the  exploration  or removal or ore from our property.  Readily  available  gold
markets  exist in Canada and around the world for the sale of gold.  As such, we
would have been able to sell any gold that we were able to recover.



<PAGE>


     Regulations
     -----------

Our mineral  exploration  program was subject to the Canadian Mineral Tenure Act
Regulation. This act sets forth rules for:

     *    locating claims
     *    posting claims
     *    working claims
     *    reporting work performed

We were also  subject to the British  Columbia  Mineral  Exploration  Code which
tells us how and where we can explore for  minerals.  We were required to comply
with these laws in order to operate this type of business. Compliance with these
rules and regulations would not have adversely affected our operations.

     Environmental Law
     -----------------

We were also  subject to the Health,  Safety and  Reclamation  Code for Mines in
British  Columbia.  This code deals with  environmental  matters relating to the
exploration and development of mining  properties.  Its goals are to protect the
environment through a series of regulations affecting:

     *    Health and Safety
     *    Archaeological Sites
     *    Exploration Access

We were  responsible  for  providing  a safe  working  environment,  not disrupt
archaeological  sites,  and  conduct our  activities  in such a manner as to not
cause unnecessary damage to the property.

We intended to secure all necessary  permits for exploration and, if development
was  warranted  on the  property,  we intended to file final plans of  operation
prior to the commencement of any mining operations.  We anticipated no discharge
of water  into  active  stream,  creek,  river,  lake or any other body of water
regulated  by  environmental  law or  regulation.  No  endangered  species  were
expected to be disturbed.  Re-contouring  and re-vegetation of disturbed surface
areas were intended to be completed pursuant to law. Any portals, adit or shafts
were intended to be sealed upon abandonment of the property.  It is difficult to
estimate the cost of compliance with the environmental law since the full nature
and extent of our proposed activities could not be determined until we commenced
operations and knew what that would involve from an environmental standpoint.

We were in  compliance  with the  foregoing act up to the point when we conveyed
the Iron Wolf  property  back to Mr. Hugh  Grenfal,  our previous  President and
director, on August 5, 2004.

Employees
---------

As of the date of this Annual  Report,  we do not have any employees  other than
our  officers.  However,  upon  completion  of the  acquisition  of Pac-Poly and
Boheng,  we expect to have the  officers  and  employees  of such  companies  as
additional employees.  We intend to retain independent consultants on a contract
basis to help with our  expected  new business  management,  administration  and
marketing.

At the present time, we have no employment  agreements with any of our officers.
We presently do not have pension, health, annuity,  insurance, profit sharing or
similar benefit plans; however, we may adopt such plans in the future. There are
presently no personal benefits available to any employees.




<PAGE>






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

We have  not  incurred  any  research  or  development  expenditures  since  our
incorporation.

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

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

Patents and Trademarks
----------------------

We do not own, either legally or beneficially, any patents or trademarks.


ITEM 2.  DESCRIPTION OF PROPERTIES
----------------------------------

Until August 5, 2004, we owned eight mineral  claims  totaling 494 acres located
near the town of Campbell River on Vancouver Island,  British Columbia,  Canada,
referred to as the Iron Wolf  property.  On August 5, 2004,  we  conveyed  these
mineral  claims back to Mr. Hugh  Grenfal.  These  mineral  claims are described
above  under  "Description  of  Business".  For more  details  on the Iron  Wolf
property, see our registration statement filing on Form SB-2 at www.sec.gov.  In
                                                                -----------
addition,        property        information       is       available       from
http://srmapps.gov.bc.ca/apps/mida/tenuresearch.do   by   checking   the  tenure
--------------------------------------------------
numbers  372598  through  372605.   The  claim  map  can  be  viewed  online  at
http://srmwww.gov.bc.ca/mida/downloads/pdf/092f/m092f14w.pdf,  however,  this is
------------------------------------------------------------
not user-friendly to a non-mining-professional, so if you require assistance you
may contact us during normal business hours to receive more accessible  property
visual information.

Office Location
---------------

Until  September 1, 2004, our offices were located at 1040 W. Georgia St., Suite
1160,  Vancouver,  B.C.,  Canada,  V6E 4H1,  where we leased  office  space from
Callinan  Mines  Ltd.  on a month to month  basis  and our  monthly  rental  was
determined  by usage.  Since  September 1, 2004,  our offices are located at 505
Burrard St.,  Suite 1880,  Vancouver,  B.C.,  Canada,  and have been leased from
Network Exploration Ltd. on the same basis.


ITEM 3.  LEGAL PROCEEDINGS.
---------------------------

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


ITEM 4.  SUBMISSION OR MATTERS TO A VOTE OF SECURITY HOLDERS.
-------------------------------------------------------------

On September  20, 2004, we filed a Schedule 14C - Notice of Action by a Majority
of  Shareholders,  whereby our  shareholders  holding  45,052,000  shares of the
61,056,375 shares issued and outstanding  (73.79%)  consented to and approved on



<PAGE>






September 6, 2004,  the following  action to be effective as of October 5, 2004:
(i) the amendment to our Articles of  Incorporation to increase our unauthorized
shares of common stock from 100,000,000 shares to500,000,000; (ii) the amendment
to our Articles of  Incorporation  to  effectuate a name change to "Xinhua China
Ltd.";  (iii)  the  adoption  of a  stock  option  and  incentive  plan  for key
personnel;  (iv) the ratification of the appointment of the following persons as
our  directors and to serve as our  directors  until our next annual  meeting of
shareholders or until their successors have been elected and qualified: Xianping
Wang,  Henry Jung,  Reg  Handford,  Edward Wong and Peter  Shandro;  and (v) the
ratification  of the  selection  of Moore  Stephens  Ellis  Foster  Ltd.  as our
independent public accountants for the fiscal year ending June 30, 2005.

It is anticipated  that such above  mentioned  actions will become  effective on
October 12, 2004.  For more  information  with respect to the corporate  actions
taken  above  and the  Certificate  of  Amendment  to be filed  with the  Nevada
Secretary of State,  please see the Company's  definitive Schedule 14C filing on
the EDGAR data base at http://www.sec.gov.


                                     PART II
                                     -------

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS.
-------------------------------------------------------------------

Market Information
------------------

Our common  stock is traded on the OTC Bulletin  Board under the symbol  "CNMN".
The market for our common stock is limited, volatile and sporadic. The following
table  sets forth the high and low sales  prices  relating  to our common  stock
since our common  stock was listed  and posted for  trading on the OTCBB.  These
quotations reflect  inter-dealer  prices without retail mark-up,  mark-down,  or
commissions, and may not reflect actual transactions.

Quarter ended
-------------
2002                          High Trade               Low Trade
----                          ----------               ---------
September 30                     2.25                     1.25
December 31                      2.30                     1.25

2003
----
March 31                         2.50                     1.25
June 30                          2.46                     1.30
September 30                     3.25                     1.31
December 31                      3.00                     2.00

2004
----
March 31                         3.00                     1.51
June 30                          3.00                     2.50
to Sept. 27, 2004                4.50                     2.40

Holders
-------

As of September 3, 2004, we had approximately 26 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,  our Board of Directors has never declared a dividend on our common stock.
Our previous losses do not currently




<PAGE>






indicate  the  ability to pay any cash  dividends,  and we do not  indicate  the
intention  of paying  cash  dividends  on our  common  stock in the  foreseeable
future.

Section 15(g) of the Securities Exchange Act of 1934
----------------------------------------------------

Our shares are covered by Section 15(g) of the Securities  Exchange Act of 1934,
as amended that imposes additional sales practice requirements on broker/dealers
who sell such  securities  to  persons  other  than  established  customers  and
accredited investors (generally institutions with assets in excess of $5,000,000
or individuals with net worth in excess of $1,000,000 or annual income exceeding
$200,000 or $300,000 jointly with their spouses).  For  transactions  covered by
this  Section  15(g),  the  broker/dealer   must  make  a  special   suitability
determination  for the  purchase  and  have  received  the  purchaser's  written
agreement to the transaction prior to the sale. Consequently,  Section 15(g) may
affect the ability of  broker/dealers to sell our securities and also may affect
your ability to sell your shares in the secondary market.

Section  15(g)  also  imposes   additional   sales  practice   requirements   on
broker/dealers who sell penny securities. These rules require a one page summary
of certain  essential  items.  The items  include the risk of investing in penny
stocks in both public offerings and secondary  marketing;  terms important to in
understanding  of the  function  of the penny  stock  market,  such as "bid" and
"offer"  quotes,  a  dealers  "spread"  and  broker/dealer   compensation;   the
broker/dealer   compensation,   the  broker/dealers  duties  to  its  customers,
including the disclosures  required by any other penny stock  disclosure  rules;
the   customers   rights  and  remedies  in  causes  of  fraud  in  penny  stock
transactions;  and, the NASD's toll free telephone number and the central number
of  the  North  American  Administrators  Association,  for  information  on the
disciplinary history of broker/dealers and their associated persons.

Recent Sales of Unregistered Securities and Changes in Control of the Company
-----------------------------------------------------------------------------

Pursuant to a stock purchase agreement (the "Stock Purchase  Agreement"),  dated
July 16, 2004,  between Mr. Hugh Grenfal,  Mr. Sergei Stetsenko and Mr. Xianping
Wang,  the  current  President  and CEO of the  Company,  Mr.  Wang  acquired in
aggregate  45,000,000  shares  of our  common  stock  from Mr.  Grenfal  and Mr.
Stetsenko for consideration of $50,000.00  constituting  approximately 73.70% of
our outstanding capital stock. This Stock Purchase Agreement closed on August 5,
2004.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
--------------------------------------------------------------------

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

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

As at June 30, 2004,  we had a working  capital  deficit of  ($16,371).  We have
remained solvent due to the support we have received from our directors.  During
the 12-month period following the date of this Annual Report, we anticipate that
we will have to raise capital in the form of equity  financing  from the sale of
our common stock.  However,  we do not have any financing arranged and we cannot
provide  investors with any assurance  that we will be able to raise  sufficient
funding from the sale of our common stock to fund our  anticipated  new business
in China. In the absence of such financing, our business plan will fail.




<PAGE>






We have no research or development  planned during the next 12-month period.  In
addition,  we have no plans for the  purchase  or sale of plant and  significant
equipment  during the next 12-month  period.  Furthermore,  we currently have no
employees other than our officers.  However,  if we proceed with our anticipated
new business in China,  we expect to increase our number of employees due to the
acquisition of 95% of Beijing Boheng  Investment & Management  Co., Ltd.,  which
has approximately 12 employees.  In addition,  if we complete the acquisition of
100% of Pac-Poly  Investments Limited and Beijing Boheng Investment & Management
Co.,  Ltd., we anticipate  owning  57.67% of Xinhua  Publications  Circulation &
Distribution Center Co., Ltd., which is expected to have a significant number of
employees.

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

We posted a loss of ($7,435) for the fiscal year ended June 30, 2004 compared to
a loss of  ($16,806)  for the  fiscal  year ended  June 30,  2003.  This loss is
primarily the result of continuing  professional fees that we incurred while not
generating any revenues.  Our operating  expenses for the fiscal year ended June
30,  2004 were  $7,435  compared  to $16,806  for the fiscal year ended June 30,
2003.  This  decrease in  operating  expenses  is mainly due to the  decrease in
professional fees of $7,932.

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

At June 30, 2004,  we had a working  capital  deficiency  of ($16,371)  versus a
working capital deficiency of ($10,857) at June 30, 2003.

We anticipate that we will have to raise capital in the form of equity financing
from the sale of our common stock. We cannot provide any assurances that we will
be able to  achieve  further  sales of our  common  stock or any  other  form of
additional  financing.  If we are unable to achieve the  financing  necessary to
continue our plan of  operations,  then we will not be able to continue with our
anticipated new business in China and our venture will fail.


ITEM 7.  FINANCIAL STATEMENTS.
------------------------------

Camden Mines Limited
(An Exploration Stage Company)


                                      Index
                                      -----

Balance Sheets............................................................F-1

Statements of Operations..................................................F-2

Statements of Cash Flows..................................................F-3

Statement of Stockholders' Equity (Deficit)...............................F-4

Notes to the Financial Statements.........................................F-5



<PAGE>






                                      _ _
                                     |_|_|
                                     |_|_|


M A N N I N G    E L L I O T T            | 11th floor, 1050 West Pender Street,
                                          | Vancouver, BC, Canada V6E 3S7
                                          | Phone: 604.714.3600
                                          | Fax: 604.714.3669
C H A R T E R E D   A C C O U N T A N T S | Web: manningelliott.com




                          Independent Auditors' Report
                          ----------------------------

To the Stockholders and Directors
of Camden Mines Limited
(An Exploration Stage Company)

We have audited the  accompanying  balance  sheets of Camden  Mines  Limited (An
Exploration  Stage  Company)  as of June  30,  2004  and  2003  and the  related
statements of operations,  cash flows and  stockholders'  deficit for the period
from September 14, 1999 (Date of Inception) to June 30, 2004 and the years ended
June 30, 2004 and 2003. These financial statements are the responsibility of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

We conducted our audits in accordance  with the Standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  the aforementioned  financial statements present fairly, in all
material   respects,   the  financial  position  of  Camden  Mines  Limited  (An
Exploration Stage Company), as of June 30, 2004 and 2003, and the results of its
operations  and its cash flows for the period from  September  14, 1999 (Date of
Inception)  to June 30,  2004,  and the years ended June 30,  2004 and 2003,  in
conformity  with generally  accepted  accounting  principles  used in the United
States of America.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 1 to the  financial
statements,  the Company has not generated any revenue and has incurred start-up
losses to date.  These  factors  raise  substantial  doubt  about the  Company's
ability to continue as a going  concern.  Management's  plans in regard to these
matters are also  discussed in Note 1. The  financial  statements do not include
any adjustments that might result from the outcome of this uncertainty.


/s/ Manning Elliott


CHARTERED ACCOUNTANTS

Vancouver, Canada

September 9, 2004,  except as to Note 8(b) and (c) which are as at September 28,
2004



<PAGE>





<TABLE>
<CAPTION>
Camden Mines Limited
(An Exploration Stage Company)
Balance Sheets
(expressed in U.S. dollars)


                                                                        June 30,            June 30,
                                                                          2004                2003
                                                                            $                   $
                                                                    ----------------    ----------------

                                     ASSETS

<S>                                                                 <C>                 <C>
Current Assets

  Cash                                                                          130               1,328
  Deposits                                                                        -                 411
--------------------------------------------------------------------------------------------------------

Total Current Assets                                                            130               1,739

Property and Equipment (Note 3)                                                   -               1,867

Mineral Properties (Note 4)                                                       -                  54
--------------------------------------------------------------------------------------------------------

Total Assets                                                                    130               3,660
========================================================================================================

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities

  Accounts payable                                                            1,898               2,711
  Accrued liabilities                                                         3,100               5,250
  Due to related party (Note 5 (b))                                          11,503               4,635
--------------------------------------------------------------------------------------------------------

Total Liabilities                                                            16,501              12,596
--------------------------------------------------------------------------------------------------------

Contingency (Note 1)
Subsequent Events (Note 8)

Stockholders' Deficit

Common Stock (Note 8(a)), 100,000,000 shares authorized with a par
value of $0.00001; 61,056,375 shares issued and outstanding                     611                 611

Additional Paid-in Capital                                                  353,932             353,932

Deficit Accumulated During the Exploration Stage                           (370,914)           (363,479)
--------------------------------------------------------------------------------------------------------

Total Stockholders' Deficit                                                 (16,371)             (8,936)
--------------------------------------------------------------------------------------------------------

Total Liabilities and Stockholders' Deficit                                     130               3,660
========================================================================================================
</TABLE>















    The accompanying notes are an integral part of these financial statements
                                       F-1
<PAGE>





<TABLE>
<CAPTION>
Camden Mines Limited
(An Exploration Stage Company)
Statements of Operations
(expressed in U.S. dollars)


                                                                                   Accumulated from
                                                        Year Ended                 September 14, 1999
                                                         June 30,                 (Date of Inception)
                                           ------------------------------------       to June 30,
                                                 2004                2003                 2004
                                                   $                   $                    $
                                           ----------------    ----------------    ------------------

<S>                                        <C>                 <C>                 <C>
Revenue                                                  -                   -                     -
-----------------------------------------------------------------------------------------------------


Expenses

  Consulting                                             -                   -               245,461
  Depreciation                                       1,867               2,691                 8,439
  General and administration                           345                 534                30,099
  Mining exploration and claim costs                   444                   -                 5,492
  Professional fees                                  4,318              12,250                65,159
  Rent                                                 411                 911                 9,864
  Transfer agent and filing fees                        50                 420                   470
  Travel                                                 -                   -                 5,930
-----------------------------------------------------------------------------------------------------

Total Expenses                                       7,435              16,806               370,914
-----------------------------------------------------------------------------------------------------

Net Loss for the Period                             (7,435)            (16,806)             (370,914)
=====================================================================================================


Net Loss Per Share - Basic and Diluted                   -                   -
=====================================================================================================


Weighted Average Shares Outstanding
(Note 8(a))                                     61,056,000          61,056,000
=====================================================================================================
</TABLE>



























    The accompanying notes are an integral part of these financial statements
                                       F-2
<PAGE>



<TABLE>
<CAPTION>
Camden Mines Limited
(An Exploration Stage Company)
Statements of Cash Flows
(expressed in U.S. dollars)


                                                                                               From
                                                              Year Ended                September 14, 1999
                                                               June 30,                   (Inception) to
                                                 ------------------------------------        June 30,
                                                       2004                2003                2004
                                                         $                   $                   $
                                                 ----------------    ----------------    ----------------

<S>                                              <C>                 <C>                 <C>
Cash Flows to Operating Activities

Net loss                                                  (7,435)            (16,806)           (371,914)

Adjustment to reconcile net loss to net cash
  used in operating activities:

  Depreciation                                             1,867               2,691               8,439
  Stock-based compensation                                     -                   -             245,461
  Mining claim costs                                          54                   -                  54

Changes in operating assets and liabilities

  Deposits                                                   411                   -                   -
  Accounts payable and accrued liabilities                (2,963)             11,625               4,999
  Due to related party                                     6,868                   -              13,487
---------------------------------------------------------------------------------------------------------

Net Cash Used in Operating Activities                     (1,198)             (2,490)            (98,474)
---------------------------------------------------------------------------------------------------------

Cash Flows to Investing Activities

  Purchase of property and equipment                           -                   -              (8,439)
---------------------------------------------------------------------------------------------------------

Net Cash Used in Investing Activities                          -                   -              (8,439)
---------------------------------------------------------------------------------------------------------

Cash Flows From Financing Activities

   Proceeds from the sale of common stock                      -                   -             107,043
---------------------------------------------------------------------------------------------------------

Net Cash Provided by Financing Activities                      -                   -             107,043
---------------------------------------------------------------------------------------------------------

Net Increase (Decrease) in Cash                           (1,198)             (2,490)                130

Cash - Beginning of Period                                 1,328               3,818                   -
---------------------------------------------------------------------------------------------------------

Cash - End of Period                                         130               1,328                 130
=========================================================================================================


Non-Cash Investing and Financing Activities

  Stock-based compensation                                     -                   -             245,461
  Stock issued in payment of advances                          -                   -               1,984
  Stock issued in payment of mining claims                     -                   -                  54
=========================================================================================================


Supplemental Disclosures

  Interest paid                                                -                   -                   -
  Income taxes paid                                            -                   -                   -
=========================================================================================================
</TABLE>




    The accompanying notes are an integral part of these financial statements
                                       F-3
<PAGE>






<TABLE>
<CAPTION>
Camden Mines Limited
(An Exploration Stage Company)
Statement of Stockholders' Equity (Deficit)
(expressed in U.S. dollars)


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

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

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

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

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

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

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

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

Cancellation of common stock returned                  (22,500,000)          (225)           225              -              -

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

Balance - June 30, 2001                                 61,056,375            611        353,932       (323,152)        31,391

Net loss for the year                                            -              -              -        (23,521)       (23,521)
-------------------------------------------------------------------------------------------------------------------------------

Balance - June 30, 2002                                 61,056,375            611        353,932       (346,673)         7,870

Net loss for the year                                            -              -              -        (16,806)       (16,806)
-------------------------------------------------------------------------------------------------------------------------------

Balance - June 30, 2003                                 61,056,375            611        353,932       (363,479)        (8,936)

Net loss for the year                                            -              -              -         (7,435)        (7,435)
-------------------------------------------------------------------------------------------------------------------------------

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


<FN>
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.
</FN>
</TABLE>











    The accompanying notes are an integral part of these financial statements
                                       F-4
<PAGE>



Camden Mines Limited
(An Exploration Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)


1.   Exploration Stage Company

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

     The  Company  has been in the  exploration  stage  since its  formation  on
     September  14, 1999 and has not yet realized any revenues  from its planned
     operations.  It is primarily  engaged in the  acquisition,  exploration and
     development of mining  properties.  Upon location of a commercial  mineable
     reserve,  the Company will  actively  prepare the site for  extraction  and
     enter a  development  stage.  At present,  management  devotes  most of its
     activities  to raise  sufficient  funds to further  explore and develop its
     mineral  properties.  Planned principal  activities have not yet begun. The
     ability of the Company to emerge from the exploration stage with respect to
     any planned  principal  business  activity is dependent upon its successful
     efforts to raise  additional  equity  financing  and/or  attain  profitable
     mining operations.  Management has plans to seek additional capital through
     a private  placement and public  offering of its common stock.  There is no
     guarantee  that  the  Company  will be able to  complete  any of the  above
     objectives.  These factors raise  substantial doubt regarding the Company's
     ability to continue as a going concern.

     At June 30, 2004, the Company had a working capital  deficit of $16,371.  A
     minimum of $3,000 per quarter is needed to cover expenses. Thus in the next
     year the  Company  will  require  $28,371  to cover both new  expenses  and
     preserve working  capital.  This amount would operate the Company but leave
     little or nothing for  exploration.  The Company  expects to fund itself in
     the next twelve months by sales of shares.

     See Note 8 for subsequent events.

2.   Summary of Significant Accounting Principles

     a)   Year End

          The  Company's year end is June 30.

     b)   Basis of Accounting

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

     c)   Use of Estimates

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

     d)   Cash and Cash Equivalents

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

     e)   Long-Lived Assets

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







                                       F-5
<PAGE>



Camden Mines Limited
(An Exploration Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)


2.   Summary of Significant Accounting Principles (continued)

     f)   Foreign Currency Transactions/Balances

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

     g)   Exploration and Development Costs

          The Company has been in the  exploration  stage since its formation in
          September  14, 1999 and has not yet  realized  any  revenues  from its
          planned  operations.  It is  primarily  engaged  in  the  acquisition,
          exploration and development of mining properties.  Mineral exploration
          costs are expensed as  incurred.  When it has been  determined  that a
          mineral  property  can  be  economically  developed  as  a  result  of
          establishing  proven and  probable  reserves,  the costs  incurred  to
          develop such property,  are capitalized.  Such costs will be amortized
          using the  units-of-production  method over the estimated  life of the
          probable reserve.  Payments related to the acquisition of the land and
          mineral rights are capitalized as incurred.

     h)   Basic 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 basic and diluted earnings per share (EPS) on the
          face of the income  statement.  Basic EPS is computed by dividing  net
          income  (loss)  available to common  shareholders  (numerator)  by the
          weighted average number of shares outstanding (denominator) during the
          period.  Diluted EPS gives  effect to all  dilutive  potential  common
          shares  outstanding  during the period including stock options,  using
          the treasury stock method, and convertible  preferred stock, using the
          if-converted method. In computing diluted EPS, the average stock price
          for the period is used in determining  the number of shares assumed to
          be purchased  from the exercise of stock options or warrants.  Diluted
          EPS  excludes all  dilutive  potential  shares if their effect is anti
          dilutive.

     i)   Financial Instruments

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

     j)   Comprehensive Loss

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

     k)   Reclassifications

          Certain  amounts in the prior period  financial  statements  have been
          reclassified to conform to the current year presentation.

     l)   Income Taxes

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



                                       F-6
<PAGE>


Camden Mines Limited
(An Exploration Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)


2.   Summary of Significant Accounting Principles (continued)

     m)   Recent Accounting Pronouncements

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

          In May 2003, the Financial  Accounting Standards Board issued SFAS No.
          150,    "Accounting   for   Certain    Financial    Instruments   with
          Characteristics  of  both  Liabilities  and  Equity".   SFAS  No.  150
          establishes  standards  for  how an  issuer  classifies  and  measures
          certain financial instruments with characteristics of both liabilities
          and equity. It requires that an issuer classify a financial instrument
          that  is  within  its  scope  as a  liability  (or an  asset  in  some
          circumstances).  The  requirements  of SFAS No. 150 apply to  issuers'
          classification and measurement of freestanding  financial instruments,
          including  those  that  comprise  more  than  one  option  or  forward
          contract. SFAS No. 150 does not apply to features that are embedded in
          a financial instrument that is not a derivative in its entirety.  SFAS
          No.  150 is  effective  for  financial  instruments  entered  into  or
          modified  after  May 31,  2003,  and  otherwise  is  effective  at the
          beginning of the first interim period  beginning  after June 15, 2003,
          except for mandatory  redeemable  financial  instruments of non-public
          entities.  It is to be implemented by reporting the cumulative  effect
          of a change  in an  accounting  principle  for  financial  instruments
          created before the issuance date of SFAS No. 150 and still existing at
          the beginning of the interim  period of adoption.  Restatement  is not
          permitted.  The  adoption  of this  standard  did not have a  material
          effect on the Company's results of operations or financial position.


3.   Property and Equipment

                                                          June 30,     June 30,
                                                            2004         2003
                                                             Net         Net
                                            Accumulated   Carrying    Carrying
                                 Cost      Depreciation     Value       Value
                                   $            $             $           $
                                --------   ------------   ---------   ----------

     Office equipment             8,439        8,439             -        1,867
     ===========================================================================


4.   Mineral Properties

     In September  1999, the Company,  through 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.  The claims were originally
     purchased by the President;  however, title to the claims has been conveyed
     to the Company via an unrecorded deed.


5.   Related Party Transactions/Balances

     a)   The Company  occupies  office space  provided by a company  whose Vice
          President  is  the  President  of  the  Company.   Monthly  rental  is
          determined  by usage.  At June 30,  2004,  the Company was indebted to
          this company for $1,098, which is non-interest bearing,  unsecured and
          due on demand. Due to the minimal operations of the Company,  $411 has
          been charged for the year ended June 30, 2004 (2003 - $911).

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


                                       F-7
<PAGE>



Camden Mines Limited
(An Exploration Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)


6.   Stock Options

     On September 4, 2004,  the Board of Directors  approved and adopted a stock
     option and incentive  plan ("Stock  Option Plan") to issue up to 20,000,000
     shares of common stock to certain key  directors,  officers,  employees and
     outside  consultants.  See Note 8(c) for details of stock  options  granted
     subsequent to year end.


7.   Income Taxes

     Potential  benefits of income tax losses are not recognized in the accounts
     until  realization  is more likely than not. The Company has net  operating
     losses carried  forward  totalling  $125,000 which expire starting in 2019.
     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.

     The components of the net deferred tax asset at June 30, 2004 and 2003, the
     statutory tax rate,  the effective tax rate and the amount of the valuation
     allowance are indicated below:


                                                       2004          2003
                                                         $             $
                                                    ----------    ----------

          Net Operating Losses                         7,381        16,806
          Statutory Tax Rate                             34%           34%
          Effective Tax Rate                               -             -
          Deferred Tax Asset                           2,510         5,714
          Valuation Allowance                         (2,510)       (5,714)
          ------------------------------------------------------------------

          Net Deferred Tax Asset                           -             -
          ==================================================================


8.   Subsequent Events

     a)   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.

     b)   On September 14, 2004, the Company  entered into two separate  binding
          Letter  Agreements under which it would acquire all of the outstanding
          shares of Pac-Poly  Investments  Limited  ("Pac-Poly")  and 95% of the
          outstanding  shares of Beijing Boheng  Investment and Management  Co.,
          Ltd. ("Boheng").  The shareholders of Pac-Poly, a company organized by
          the laws of the British  Virgin  Islands,  would  receive an aggregate
          16,387,000 shares of the Company's common stock in exchange for all of
          the  outstanding  shares of  Pac-Poly.  The majority  shareholders  of
          Boheng, a company organized under the laws of the People's Republic of
          China,  would receive an aggregate  18,613,000 shares of the Company's
          common stock in exchange for 95% of the outstanding shares of Boheng.

     c)   The  acquisitions  are  subject to  Pac-Poly  and Boheng  successfully
          acquiring  an aggregate  57.67% of the issued share  capital of Xinhua
          Publications  Circulation and Distribution  Center Co. Ltd., a company
          organized  under  the laws of the  People's  Republic  of  China,  and
          completing due diligence within ninety days. c) On September 23, 2004,
          pursuant  to the Stock  Option  Plan,  4,100,000  stock  options  were
          granted to various directors,  officers,  employees and consultants at
          an exercise price of $2.40 per share expiring in five years.








                                       F-8
<PAGE>






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

During our two most recent fiscal years and any subsequent interim period, there
were no disagreements with Manning Elliott,  Chartered  Accountants,  which were
not  resolved  on any matter  concerning  accounting  principles  or  practices,
financial  statement   disclosure,   or  auditing  scope  or  procedure,   which
disagreements, if not resolved to the satisfaction of Manning Elliott would have
caused  Manning  Elliott  to  make  reference  to  the  subject  matter  of  the
disagreements  in connection with its reports.  Manning Elliott as our principal
independent  accountant,  did not provide an adverse  opinion or  disclaimer  of
opinion to our financial  statements,  nor modify its opinion as to uncertainty,
audit  scope or  accounting  principles.  The audit  opinions  were  modified to
contain a going concern qualification during our two most recent fiscal years.

On  September  4, 2004,  our board of  directors  approved  and  authorized  the
engagement of Moore Stephens Ellis Foster Ltd., Chartered  Accountants,  of 1650
West 1st Ave.,  Vancouver,  B.C., Canada, V6J 1G1, as our principal  independent
accountant.  In addition,  it is anticipated that effective  October 12, 2004 by
action of a majority of our  shareholders,  the  shareholders  will  approve and
ratify the  selection of Moore  Stephens  Ellis  Foster Ltd. as our  independent
public accountants for the fiscal year ending June 30, 2005.


ITEM 8A.  CONTROLS AND PROCEDURES
---------------------------------

We have under the supervision of our President and Chief Financial Officer, have
conducted an evaluation of the  effectiveness of the design and operation of our
disclosure controls and procedures within ninety (90) days of the filing date of
this Annual Report.  Based upon the results of this evaluation,  we believe that
we maintain  proper  procedures  for  gathering,  analyzing and  disclosing  all
information  in a timely fashion that is required to be disclosed in our reports
under the  Securities  Exchange  Act of 1934,  as  amended.  There  have been no
significant changes in our controls subsequent to the evaluation date.

There were no significant  changes in our internal  controls or in other factors
that  could  significantly  affect  our  internal  controls  subsequent  to  the
evaluation date.


ITEM 8B.  OTHER INFORMATION
---------------------------

There is no other information that is reportable under this heading.


                                    PART III
                                    --------

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

Current Officers and Directors
------------------------------

     As of the date of this Annual Report,  our directors and executive officers
are as follows:



<PAGE>






Name                          Age           Position with the Company
----                          ---           -------------------------
Xianping Wang                  44           President, CEO and a Director
Henry Jung                     53           CFO and a Director
Reg Handford                   58           Secretary, Treasurer and a Director
Edward Wong                    38           Director
Peter Shandro                  60           Director

Mr. Hugh Grenfal and Mr. Sergei Stetsenko resigned as our officers and directors
on September 3, 2004.

All directors have a term of office  expiring at our next annual general meeting
of our shareholders, unless re-elected or earlier vacated in accordance with our
Bylaws.  All  officers  have a term of office  lasting  until  their  removal or
replacement by the board of directors.

Background of our Officers and Directors
----------------------------------------

XIANPING  WANG has been a Director of the Company  since  August 5, 2004 and has
been the President and CEO of the Company since  September 4, 2004. In addition,
Mr. Wang is the President of Asia-Durable (Beijing) Investments Co., Ltd., which
is a company that has  successfully  invested in  construction  and  development
projects as well as biotechnology  research. From 1997 to 2002, Mr. Wang was the
President of Beijing New Fortune  Investment Co., Ltd.,  which is a company that
has  invested in real estate and other  profitable  projects  such as  Chongqing
Wanli  Storage  Battery Co.,  Ltd. and Shenzhen  Technology  Co.,  Ltd. Mr. Wang
helped  Chongqing Wanli Storage  Battery Co., Ltd. and Shenzhen  Technology Co.,
Ltd. to become  publicly  listed  companies on Chinese stock markets in Shanghai
and  Shenzhen.  Mr.  Wang  received  an  Engineering  Bachelor  Degree from Navy
Engineering  Institute  in 1978 and an  Economics  Master  Degree from  Tsinghua
University in 1990.

HENRY JUNG has been a Director of the Company  since  September  3, 2004 and the
Chief  Financial  Officer since  September 4, 2004.  Mr. Henry Jung is as a self
employed Chartered Accountant engaged by various public and private companies to
assist them in a controllership and financial advisory capacity.  These services
include preparation of financial budgets and forecasts in addition to management
of  operating  budgets and  overseeing  project  programs.  Mr. Jung  obtained a
Bachelor of Commerce Degree from the University of British  Columbia in 1974. In
addition  to  being  a  Chartered  Accountant,  he has  completed  the  Canadian
Institute of Chartered Accountants in Depth Tax Course in 1979 and continued his
studies with various professional  development courses with the British Columbia
Institute  of  Chartered  Accountants.  Mr.  Jung has not been a director of any
other reporting issuer.

REG HANDFORD has been a Director of the Company since  September 3, 2004 and the
Secretary and  Treasurer  since  September 4, 2004.  Mr. Reg Handford has been a
self employed business consultant providing management,  corporate relations and
compliance  services to public and private companies since 2001. Mr. Handford is
currently the President of Ardent Mines  Limited and Raglan Mines  Limited,  two
prospective mining exploration  companies,  neither of which are yet listed on a
stock  exchange.  From  October  2001  through May 2003,  Mr.  Handford  was the
President of Bright Star Ventures Ltd., a company with a platinum-group minerals
exploration target near Princeton,  British Columbia.  Bright Star Ventures Ltd.
is listed on the TSX Venture  Exchange.  From 1999 to 2001 Mr.  Handford  was an
editing  and  marketing  person for  ChinaWeb  a  subsidiary  of Stock  Exchange
Executive  Council,  a  quasi-governmental  organization  that is  charged  with
disseminating  news,  information  and quotes from  China's  stock  markets both
domestically  and  internationally.  From  1998 to 1999 Mr.  Handford  was a pro
trader at Levesque  Securities Ltd. located in Vancouver,  Canada.  In addition,




<PAGE>






Mr. Handford has 17 years experience as a stock broker in Vancouver, Canada, and
10 years of personal  investing  experience as well as  management  positions in
publicly  traded  companies,  both in mining  and in  technology.  Mr.  Handford
obtained a Bachelors of Science Degree with a concentration  in mathematics from
the  University of British  Columbia in 1968 and a Masters of Science  Degree in
mathematical  logic from  Simon  Fraser  University  in 1971.  Furthermore,  Mr.
Handford has  completed  the Canadian  Securities  Course in 1973,  the Canadian
Options Course in 1981,  the Vancouver  Stock Exchange Pro Trader Course in 1998
and the Trader Training Course in 1998.

EDWARD WONG has been a Director  of the Company  since  September  3, 2004.  Mr.
Edward Wong is a self  employed  trial lawyer who appears at all levels of court
in the  Province  of  British  Columbia,  Canada  on  civil  litigation  matters
including  commercial,  employment,  trademark and family matters.  Mr. Wong has
been called and  admitted to The Law Society of Upper Canada  (Ontario,  Canada)
and The Law Society of British  Columbia.  Mr. Wong  received a Bachelor of Laws
from the  University  of Western  Ontario  in 1989 and a  Bachelor  of Arts with
Distinction from Carleton  University in 1986. From 1996 to 2003, Mr. Wong was a
director  of  Junior  Achievement  of  British  Columbia,  including  a term  as
chairman.  Mr.  Wong is a past  member  of the  executive  committee  of  Junior
Achievement of Canada.  Mr. Wong was not been a director of any other  reporting
issuer.

PETER  SHANDRO has been a Director of the Company since  September 3, 2004.  Mr.
Peter Shandro is a self employed business  consultant.  From 1999 to 2003 he was
the CEO of XML Global Technologies, Inc., a software development company focused
on  data  transformation  and  web-based  transactional  solutions.  XML  global
Technologies is listed on the  Over-the-Counter  Bulletin Board. Mr. Shandro has
business development,  corporate finance, public offering and strategic planning
experience in manufacturing,  distribution,  retail,  medical devices,  software
development, transportation and oil and gas exploration, both as a principal and
consultant  through  Wes-Sport  Holdings Ltd., a company he founded in 1981. Mr.
Shandro obtained a Bachelors of Science Degree with a concentration in Chemistry
from the University of Alberta in 1965.

Involvement in Certain Legal Proceedings
----------------------------------------

To our knowledge,  during the past five years,  no present or former director or
executive  officer  of our  Company:  (1) filed a  petition  under  the  federal
bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or
similar  officer  appointed  by a court for the  business  or  present of such a
person,  or any  partnership in which he was a general  partner at or within two
yeas before the time of such filing, or any corporation or business  association
of which he was an  executive  officer  within two years before the time of such
filing; (2) was convicted in a criminal proceeding or named subject of a pending
criminal proceeding (excluding traffic violations and other minor offenses); (3)
was the subject of any order,  judgment or decree,  not  subsequently  reversed,
suspended or vacated,  of any court of competent  jurisdiction,  permanently  or
temporarily  enjoining him from or otherwise limiting the following  activities:
(i)  acting as a futures  commission  merchant,  introducing  broker,  commodity
trading advisor,  commodity pool operator,  floor broker,  leverage  transaction
merchant,  associated  person  of  any  of the  foregoing,  or as an  investment
advisor,  underwriter,  broker  or  dealer in  securities,  or as an  affiliated
person,  director of any  investment  company,  or engaging in or continuing any
conduct or practice in connection with such activity;  (ii) engaging in any type
of business  practice;  (iii)  engaging in any activity in  connection  with the
purchase  or sale  of any  security  or  commodity  or in  connection  with  any
violation of federal or state securities laws or federal commodity laws; (4) was
the  subject  of any  order,  judgment  or decree,  not  subsequently  reversed,
suspended or vacated,  of any federal or state authority barring,  suspending or
otherwise  limiting  for more than 60 days the right of such person to engage in
any activity  described  above under this Item, or to be associated with persons




<PAGE>






engaged in any such activity; (5) was found by a court of competent jurisdiction
in a civil action or by the Securities and Exchange  Commission to have violated
any federal or state  securities law and the judgment in subsequently  reversed,
suspended  or vacate;  (6) was found by a court of competent  jurisdiction  in a
civil action or by the Commodity Futures Trading Commission to have violated any
federal commodities law, and the judgment in such civil action or finding by the
Commodity  Futures  Trading  Commission  has  not  been  subsequently  reversed,
suspended or vacated.

Compliance with Section 16 (a) of the Exchange Act
--------------------------------------------------

Section 16(a) of the Exchange Act, as amended,  requires our executive officers,
directors and persons who beneficially own more than 10% of our shares of common
stock to file  reports of their  beneficial  ownership  and changes in ownership
(Forms 3, 4 and 5, and any amendment thereto) with the SEC. Executive  officers,
directors,  and greater-than-ten percent holders are required to furnish us with
copies of all Section 16(a) forms they file.

Based  solely  upon a review  of the Forms 3, 4, and 5  furnished  to us for the
fiscal  year  ended  June 30,  2004,  we have  determined  that  our  directors,
officers,  and greater than 10% beneficial  owners  complied with all applicable
Section 16 filing requirements, except as described below.

Mr.  Xianping  Wang,  failed to timely file his  initial  Form 3 relating to his
acquisition of 45,000,000  shares of our common stock in aggregate from Mr. Hugh
Grenfal  and Mr.  Sergei  Stetsenko  on August 5,  2004,  due to  problems  with
attempting  to apply for and receive  EDGAR codes.  Mr. Wang filed his Form 3 on
August 12, 2004.  In addition,  Mr. Henry Jung failed to timely file his initial
Form 3 relating to his  appointment as one of our Directors on September 3, 2004
due to an error in his EDGAR codes.  Mr. Jung filed his Form 3 on September  13,
2004.  Furthermore,  Mr. Peter Shandro  failed to timely file his initial Form 3
relating to his  appointment as one of our Directors on September 3, 2004 due to
the unknown expiry of his EDGAR codes. Mr. Shandro filee his Form 3 on September
14, 2004.

Audit Committee and Charter
---------------------------

As of the date of this Statement, our audit committee consisted of the following
directors:

     Henry Jung
     Peter Shandro
     Edward Wong

Peter  Shandro  and  Edward  Wong are  deemed  independent  members of the audit
committee.  Henry Jung, a member on the current audit  committee  also holds the
position of CFO of the  Company.  Our audit  committee is  responsible  for: (i)
selection  and  oversight  of  our  independent  accountant;  (ii)  establishing
procedures  for the receipt,  retention and  treatment of  complaints  regarding
accounting,   internal  controls  and  auditing  matters;   (iii)   establishing
procedures  for the  confidential,  anonymous  submission  by our  employees  of
concerns  regarding  accounting  and auditing  matters;  (iv)  engaging  outside
advisors;  and (v)  funding for the outside  auditory  and any outside  advisors
engagement by the audit committee.

The Board of Directors  considered whether the independent  principal accountant
is  independent,  and  concluded  that the auditor for the previous  fiscal year
ended June 30, 2004 was independent.

Audit Committee Financial Expert
--------------------------------

At this time, Mr. Henry Jung is our audit committee  financial expert.  Mr. Jung
is a chartered  accountant and we believe that he is  sufficiently  qualified to
act as our financial expert.




<PAGE>






Code of Ethics
--------------

We have  adopted a  corporate  code of  ethics.  A copy of the code of ethics is
available upon request by contacting Reg Handford at (604) 681-3864.  We believe
our code of ethics is reasonably designed to deter wrongdoing and promote honest
and ethical conduct;  provide full, fair,  accurate,  timely and  understandable
disclosure  in public  reports;  comply  with  applicable  laws;  ensure  prompt
internal reporting of code violations;  and provide accountability for adherence
to the code.

Disclosure Committee and Charter
--------------------------------

We have a disclosure  committee and disclosure committee charter. Our disclosure
committee is comprise of all of our officers and  directors.  The purpose of the
committee is to provide  assistance to the Chief Executive Officer and the Chief
Financial   Officer  in   fulfulling   their   responsibilities   regarding  the
identification and disclosure of material information about us and the accuracy,
completeness and timeliness of our financial  reports.  A copy of our disclosure
committee  charter is available upon request by contacting Reg Handford at (604)
681-3864.


ITEM 10.  EXECUTIVE COMPENSATION.
---------------------------------

The following table sets forth  information with respect to compensation paid by
our Company to the Chief Executive  Officer and the other highest paid executive
officers  (the Named  Executive  Officer)  during the three most  recent  fiscal
years.

<TABLE>
<CAPTION>
                           Summary Compensation Table
                           --------------------------

                                                                     Long Term Compensation
                                                                  ------------------------------------
                                   Annual Compensation                      Awards             Payouts
                          -------------------------------------   --------------------------   -------
     (a)                  (b)      (c)      (d)        (e)            (f)           (g)          (h)          (i)

                                                                                 Securities
                                                   Other Annual    Restricted    Underlying      LTIP      All Other
Name and Principal                Salary   Bonus   Compensation       Stock     Options/SARs   Payouts   Compensation
Position                  Year     ($)      ($)        ($)        Award(s) ($)      (#)          ($)          ($)
------------------        ----    ------   -----   ------------   -----------   ------------   -------   ------------
<S>                       <C>       <C>      <C>        <C>            <C>            <C>         <C>          <C>
Hugh Grenfal, Jr. (1)     2004      0        0          0              0              0           0            0
President, CEO,           2003      0        0          0              0              0           0            0
Treasurer, CFO            2002      0        0          0              0              0           0            0
& Director

Sergei Stetsenko (2)      2004      0        0          0              0              0           0            0
Secretary & Director      2003      0        0          0              0              0           0            0
                          2002      0        0          0              0              0           0            0

<FN>
(1)  Mr. Hugh Grenfal was appointed as our  President,  Treasurer and a director
on September 24, 1999. Mr. Grenfal has resigned as one of our directors and from
all officer positions on September 3, 2004.

(2)  Mr.  Sergei  Stetsenko  was  appointed as our  Secretary  and a director on
September  24, 1999.  Mr.  Stetsenko  has resigned as one of our  directors  and
Secretary on September 3, 2004.
</FN>
</TABLE>


<PAGE>






No long term incentive plan awards were made to any executive officer during the
fiscal year ended June 30, 2004.

Our officers and  directors  may be reimbursed  for any  out-of-pocket  expenses
incurred by them on our behalf.  As of the date of this Annual  Report,  none of
our  officers or  directors  are a party to  employment  agreements  with us. We
presently have no pension, health, annuity, insurance, profit sharing or similar
benefit plans.

There were no formal  arrangements under which our directors were compensated by
us during the most recently  completed  fiscal year for their services solely as
directors.

Indemnification
---------------

Pursuant to the articles of incorporation and bylaws of the corporation,  we may
indemnify  an  officer  or  director  who is  made a  party  to any  proceeding,
including a law suit, because of his position,  if he acted in good faith and in
a manner he reasonably believed to be in our best interest. In certain cases, we
may advance expenses  incurred in defending any such  proceeding.  To the extent
that the officer or director is successful on the merits in any such  proceeding
as to which such person is to be indemnified,  we must indemnify him against all
expenses  incurred,  including  attorney's  fees.  With  respect to a derivative
action, indemnity may be made only for expenses actually and reasonably incurred
in defending the  proceeding,  and if the officer or director is judged  liable,
only by a court  order.  The  indemnification  is  intended to be to the fullest
extent permitted by the laws of the state of Nevada.

Regarding  indemnification  for liabilities  arising under the Securities Act of
1933 which may be permitted to directors or officers  pursuant to the  foregoing
provisions,  we are informed that, in the opinion of the Securities and Exchange
Commission,  such  indemnification is against public policy, as expressed in the
Act and is, therefore unenforceable.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
------------------------------------------------------------------------

The  following  table sets forth,  as of  September  15,  2004,  the  beneficial
shareholdings  of persons or entities holding five percent or more of our common
stock, each director  individually,  each named executive officer and all of our
directors and officers as a group.  Except as noted, each person has sole voting
and investment  power with respect to the shares of common stock shown,  and all
ownership is of record and beneficial.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
Name of Beneficial                 Amount and Nature of                                                 Percent
Owner                              Beneficial Owner        Position                                     of Class
------------------                 --------------------    --------                                     --------
<S>                                  <C>                   <C>                                           <C>
Xianping Wang                        45,000,000 (1)        President, Chief Executive Officer, and a     73.70%
                                                           Director
Henry Jung                                 Nil             Chief Financial Officer and a Director         Nil

Reg Handford                             12,000 (1)        Secretary, Treasurer and a Director            0.02%





<PAGE>






Peter Shandro                            20,000 (1)(2)     Director                                       0.03%

Edward Wong                              20,000 (1)(3)     Director                                       0.03%

All officers and Directors as a      45,052,000                                                          73.78%
Group  (5 Persons)
----------------------------------------------------------------------------------------------------------------

<FN>
(1)  These are restricted shares of common stock.

(2)  These shares are owned directly by Mr. Peter Shandro's wife, and therefore,
indirectly by Mr. Shandro.  Mr. Shandro has shared voting and investment control
over these shares.

(3)  These shares are owned  directly by Mr. Edward Wong's wife,  and therefore,
indirectly by Mr. Wong. Mr. Wong has shared voting and  investment  control over
these shares.
</FN>
</TABLE>

Securities Authorized for Issuance Under Equity Compensation Plans
------------------------------------------------------------------

On September 4, 2004, our Board of Directors  unanimously approved and adopted a
stock option and incentive  plan (the "Stock Option  Plan").  The purpose of the
Stock Option Plan is to advance our interests and our  shareholders by affording
our key personnel an opportunity for investment in the Company and the incentive
advantages  inherent  in  stock  ownership  in  the  Company.  Pursuant  to  the
provisions of the Stock Option Plan, stock options, stock awards, cash awards or
other  incentives (the "Stock Options and  Incentives")  will be granted only to
our key  personnel,  generally  defined as a person  designated  by the Board of
Directors upon whose judgment,  initiative and efforts we may rely including any
director, officer, employee, consultant or advisor of the Company.

The Stock Option Plan is to be  administered  by our Board of  Directors,  which
shall determine (i) the persons to be granted Stock Options and Incentives; (ii)
the Fair  Market  Value of our  shares;  (iii) the  exercise  price per share of
options  to be  granted;  (iv) the  number of shares to be  represented  by each
option or incentive  award; (v) the time or times at which options and incentive
awards shall be granted; (vi) the interpretation of the Stock Option Plan; (vii)
whether to prescribe,  amend and rescind rules and  regulations  relating to the
Stock Option Plan;  (viii) the term and  provisions or each option and incentive
award granted (which need not be identical) and, with the consent of the grantee
thereof,  modify or amend  such  option or  incentive  award;  (ix)  whether  to
accelerate  or defer (with the consent of the grantee) of the  exercise  date of
any  option or  incentive  award;  (x) the  person to  execute on our behalf any
instrument  required to  effectuate  the grant of an option or  incentive  award
previously  granted by the Board;  (xi) whether to accept or reject the election
made by a grantee  pursuant to Section 7.5 of the Stock Option  Plan;  and (xii)
all other determinations deemed necessary or advisable for the administration of
the Stock Option Plan. The Stock Option Plan provides authorization to the Board
of Directors to grant Stock  Options and  Incentives to a total number of shares
of our common stock,  not to exceed Twenty  Million  (20,000,000)  shares of our
common  stock as at the date of adoption by the Board of  Directors of the Stock
Option Plan.

In the event an optionee who is a director,  officer,  employee  (employee  also
encompasses  consultants and advisors where such is appropriate or where such is
intended  by the Board or by a  particular  grant under the Stock  Option  Plan)
(each an "Employee") of the Company has his employment  terminated by us, except
if such termination is voluntary or occurs due to retirement with the consent of
the Board or due to death or  disability,  then the  option,  to the  extent not
exercised, shall terminate on the date on which the Employee's employment by the
Company is terminated.  If an Employee's  termination is voluntary or occurs due
to  retirement  with the consent of the Board,  then the  Employee may after the
date such Employee ceases to be an employee of the Company,  exercise his option




<PAGE>






at any time within  three (3) months  after the date he ceases to be an Employee
of the  Company,  but only to the extent that he was  entitled to exercise it on
the date of such  termination.  To the extent that the Employee was not entitled
to  exercise  the  Option  at the  date of such  termination,  or if he does not
exercise  such  option  (which he was  entitled  to  exercise)  within  the time
specified  herein,  the option  shall  terminate.  In no event may the period of
exercise  in the case of  incentive  options  extend  more than three (3) months
beyond termination of employment.

In the event an  Employee  is unable to  continue  his  employment  with us as a
result of his permanent and total  disability (as defined in Section 22(e)(3) of
the Internal  Revenue  Code),  he may exercise his option at any time within six
(6) months from the date of termination,  but only to the extent he was entitled
to  exercise it at the date of such  termination.  To the extent that he was not
entitled to exercise  the option at the date of  termination,  or if he does not
exercise  such  option  (which he was  entitled  to  exercise)  within  the time
specified  herein,  the option  shall  terminate.  In no event may the period of
exercise  in the case of an  incentive  option  extend  more than six (6) months
beyond  the date the  Employee  is unable  to  continue  employment  due to such
disability.

In the event an  optionee  dies during the term of the option and is at the time
of his death an Employee who shall have been in continuous status as an Employee
since the date of grant of the option,  the option may be  exercised at any time
within six (6) months following the date of death by the optionee's estate or by
a  person  who  acquired  the  right  to  exercise  the  option  by  bequest  or
inheritance,  but only to the extent that an optionee  was  entitled to exercise
the  option on the date of death,  or if the  optionee's  estate,  or person who
acquired  the right to exercise the option by bequest or  inheritance,  does not
exercise  such  option  (which he was  entitled  to  exercise)  within  the time
specified  herein,  the option  shall  terminate.  In no event may the period of
exercise  in the case of an  incentive  option  extend  more than six (6) months
beyond the date of the Employee's death.

Except to the extent  otherwise  expressly  provided  in an award,  the right to
acquire  shares or other assets under the Stock Option Plan may not be assigned,
encumbered  or  otherwise  transferred  by an  optionee  and any  attempt  by an
optionee to do so will be null and void.  However Stock  Options and  Incentives
granted under this Stock Option Plan may be  transferred  by an optionee by will
or the laws of descent and  distribution  or  pursuant  to a qualified  domestic
relations  order  as  defined  by the  Internal  Revenue  Code or Title I of the
Employee  Retirement  Income Security Act, as amended,  or the rules thereunder.
Unless  assigned  in  accordance  with the terms of an award,  options and other
awards  granted  under this Stock  Option  Plan may not be  exercised  during an
optionee's  lifetime  except by the optionee or, in the event of the  optionee's
legal incapacity,  by his guardian or legal representative acting in a fiduciary
capacity on behalf of the optionee under state law and court supervision.

As of the fiscal  year ended  June 30,  2004,  no stock  options  were  granted.
However,  as of the date of this Annual Report,  our Board of Directors  granted
4,100,000  stock options on September 23, 2004 to various  directors,  officers,
employees and consultants. Upon approval by the shareholders of the Stock Option
Plan,  which is  anticipated  to be  effective  October 12,  2004,  the Board of
Directors will be authorized,  without further  shareholder  approval,  to grant
such  Stock  Options  and  Incentives  from  time to time  to  acquire  up to an
aggregate of 20,000,000 shares of our common stock.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
---------------------------------------------------------

There are no  transactions  between  us and our  directors,  officers,  or other
related  parties  during the fiscal  year ended June 30,  2004,  which  exceeded
$60,000.




<PAGE>






ITEM 13.  EXHIBITS
------------------

The following exhibits are filed as part of this Annual Report:

Exhibit
-------

10.1      Stock Option Plan dated September 4, 2004.

10.2      Letter Agreement  between Camden Mines Limited,  Pac-Poly  Investments
          Limited and the shareholders of Pac-Poly  Investments  Limited,  dated
          September 14, 2004.

10.3      Letter  Agreement   between  Camden  Mines  Limited,   Beijing  Boheng
          Investment & Management  Co.,  Ltd.  and the  shareholders  of Beijing
          Boheng Investment & Management Co., Ltd., dated September 14. 2004.

31.1      Certification under Rule 13a-14(a).

31.2      Certification under Rule 13a-14(a).

32.1      Certification under Section 1350.

32.2      Certification under Section 1350.


ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES
------------------------------------------------

(1)  Audit Fees
---------------

The aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal  accountant for our audit of annual financial
statements  and review of financial  statements  included in our Form 10-QSBs or
services  that are  normally  provided  by the  accountant  in  connection  with
statutory and regulatory filings or engagements for those fiscal years was:

2004 - $3,750 Manning Elliott
2003 - $1,800 Manning Elliott
2003 - $4,310 Williams & Webster


(2)  Audit-Related Fees
-----------------------

The aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal accountants that are reasonably related to the
performance  of the  audit or  review of our  financial  statements  and are not
reported in the preceding paragraph:

2004 - nil - Manning Elliott
2003 - nil - Manning Elliott
2003 - nil - Williams & Webster

(3)  Tax Fees
-------------

The aggregate fees billed in each of the last two fiscal years for  professional
services  rendered by the principal  accountant for tax compliance,  tax advice,
and tax planning was:

2004 - nil - Manning Elliott
2003 - nil - Manning Elliott
2003 - nil - Williams & Webster



<PAGE>






(4)  All Other Fees
-------------------

The aggregate  fees billed in each of the last two fiscal years for the products
and  services  provided by the  principal  accountant,  other than the  services
reported in paragraphs (1), (2), and (3) was:

2004 - nil - Manning Elliott
2003 - nil - Manning Elliott
2003 - nil - Williams & Webster


(5)  Our audit  committee's  pre-approval  policies and procedures  described in
paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee
pre-approve all accounting  related  activities  prior to the performance of any
services by any accountant or auditor.

(6)  The percentage of hours expended on the principal  accountant's  engagement
to audit our  financial  statements  for the most  recent  fiscal year that were
attributed to work  performed by persons  other than the principal  accountant's
full time, permanent employees was 0%.



<PAGE>






                                   SIGNATURES
                                   ----------

Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities  and
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 1st day of
October, 2004.

                                            CAMDEN MINES LIMITED
                                            (Registrant)

                                            BY:  /s/ Xianping Wang
                                               -------------------
                                                 President, Chief Executive
                                                 Officer and a Director


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities.

Signatures             Title                                       Date
----------             -----                                       ----
/s/ Xianping Wang      President, Chief Executive Officer and      10/01/2004
------------------     a Director
Xianping Wang

/s/ Henry Jung         Chief Financial Officer and a Director      10/01/2004
------------------
Henry Jung

/s/ Reg Handford       Secretary, Treasurer and a Director         10/01/2004
------------------
Reg Handford

/s/ Peter Shandro      Director                                    10/01/2004
------------------
Peter Shandro

/s/ Edward Wong        Director                                    10/01/2004
------------------
Edward Wong




<PAGE>






Exhibit Index
-------------


Exhibit #                                                               Page#

10.1      Stock Option Plan dated September 4, 2004.

10.2      Letter  Agreement  between  Camden Mines  Limited,
          Pac-Poly  Investments Limited and the shareholders
          of Pac-Poly Investments  Limited,  dated September
          14, 2004.

10.3      Letter  Agreement  between  Camden Mines  Limited,
          Beijing Boheng  Investment & Management  Co., Ltd.
          and the shareholders of Beijing Boheng  Investment
          & Management Co., Ltd., dated September 14. 2004.

31.1      Certification under Rule 13a-14(a).

31.2      Certification under Rule 13a-14(a).

32.1      Certification under Section 1350.

32.2      Certification under Section 1350.