FORM 10-KSB

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

|[ x ] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended - June 30, 2003
|----- | ------------------------------------------------------------------------------------------------------------------------------
|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 (State or other jurisdiction of incorporation or organization) | 88-0435904 (Employer Identification No.)
|--------------------------------------------------------------------- | ----------------------------------------

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

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

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

| | Title of each class 
None | Name of each exchange on which registered
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 [   ]

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, 2003:  $-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 7, 2003: $9,901,431

State the number of shares outstanding of each of the issuer's classes of common equity, as of September 7, 2003: 20,352,125

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 our 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.

















-2-

---

PART I

ITEM 1.   DESCRIPTION OF THE BUSINESS

General

We were incorporated in the State of Nevada on September 14, 1999. We are engaged in the acquisition, exploration and development of mining properties. We maintain our statutory registered agent's office at 101 Convention Center Drive, suite 700, Las Vegas, Nevada, 89109 and our business office is located at 1040 West Georgia, Suite 1160, Vancouver, British Columbia, Canada V6E 4H1. Our telephone number is (604) 605-0885. Our offices are leased from Callinan Mines Ltd. on a month to month basis and our monthly rental is determined by usage.

Background

In September 1999, Hugh Grenfal our President and a member of the board of directors, acquired one mineral property containing eight mining claims in 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 are recorded in Mr. Grenfal's name to avoid paying 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 have decided that if gold is discovered on the property and it is economical to remove the gold, we will record the deed, pay the additional tax and file as a foreign corporation.

Historical Background

We are presently in the exploration stage and there is no assurance that a commercially viable mineral deposit, a reserve, exists in our property until further exploration is done and a comprehensive evaluation concludes economic and legal feasibility. The area covered by the present Iron Wolf claims has been explored by several companies from the 1920s to the 1980s. Geological mapping, geophysical surveys and diamond drilling have been carried out. Some mining of magnetite ore was carried out in the 1950s.

Location and Access

The Iron Wolf property consists of eight claims totaling 494 acres. The claims are located near the town of Campbell River on Vancouver Island, British Columbia, Canada. There is good road access leading to the main area of known mineralization on the property.





-3-

---

Physiography

The property is situated on the east coast of Vancouver Island. The terrain is moderate with elevations ranging from 1,300 feet, on a knoll within the north end of the claim group to 750 feet, on the Iron River at the east central portion of the claim group. Slopes within the claim area are generally moderate.

The claim area is entirely forest covered, with firs, balsams, cedars and various deciduous trees accounting for the trees present. Approximately 80% of the property appears to be new growth forest. There is ample water and timber available within the claim area for all phases of exploration and development. An electrical power line runs along the access road to the West Zone from the Quinsam Coal Mine. The property occurs within cellular phone coverage providing a communication solution for initial phases of exploration.

Geology and Mineralization

The main rock types occurring in the area are volcanic and sedimentary rocks of Triassic age. These rocks are intruded by middle Jurassic aged quartz diorite. The youngest rocks are Cretaceous sedimentary rocks that overlie all other units. Two zones (East and West) of mineralization occur in the Triassic rocks, near their contract with quartz diorite. The zones are marked by the presence of garnet and magnetite-rich skarn rocks. Some chalcopyrite mineralization occurs with the magnetite, with small amounts of previous metals.

Our Proposed Exploration Program

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

Our exploration program is designed to economically explore and evaluate our properties. We do not claim to have any ores or reserves whatsoever at this time on any of our properties. We have begun our exploration program and intend to proceed in the following three phases:

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

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





-4-

---

and then analyzed for economically potential minerals that are known to have occurred in the area. Careful interpretation of this available data collected from the various tests aid in determining whether or not the prospect has current economic potential and whether further exploration is warranted.

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

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

| | * 
* 
* | extensive trenching
more advanced geophysical work
driving
| | ------- | ----------------------------------------------------------

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

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

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

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

Status of Our Exploration Program

We are currently in Phase One of our proposed 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 a 360 lb rock sample was 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.





-5-

---

The results of our testing for gold was disappointing. However, there was evidence of the presence of magnetite of unknown quantity and quality, an iron mineral that has industrial applications. We will investigate further the magnetite market before deciding if we should conduct further exploration and testing for this mineral.

Other than the foregoing, we have not conducted any exploration on our property.

Competitive Factors

The gold mining industry is fragmented. We compete with other exploration companies looking for gold. We are one of the smallest exploration companies in existence. We are 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 out property. Readily available gold markets exist in Canada and around the world for the sale of gold. As such, we will be able to sell any gold that we are able to recover.

Regulations

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

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

We are also subject to the British Columbia Mineral Exploration Code which tells us how and where we can explore for minerals. We must comply with these laws in order to operate our business. Compliance with these rules and regulations will not adversely affect our operations.

Environmental Law

We are 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:

| | 1. 
2. 
3. | Health and Safety
Archaeological Sites
Exploration Access
| | ---------- | ---------------------------------------------------------





-6-

---

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

We will secure all necessary permits for exploration and, if development is warranted on the property, will file final plans of operation prior to the commencement of any mining operations. We anticipate 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 will be disturbed. Re-contouring and re-vegetation of disturbed surface areas will be completed pursuant to law. Any portals, adit or shafts will 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 cannot be determined until we commence our operations and know what that will involve from an environmental standpoint.

We are in compliance with the foregoing act and will continue to comply with the act in the future. We believe that compliance with the foregoing act will not adversely affect our business operations in the future.

Employees

We intend to continue the use the services of subcontractors for manual labor exploration work on our properties. Our only technical employees will be Messrs. Grenfal and Stetsenko, who are our officers and directors.

Employees and Employment Agreements

At present, we have no employees, other than Messrs. Grenfal and Stetsenko, who were compensated for their services. Messrs. Grenfal and Stetsenko, do not have employment agreements with us. We presently do not have pension, health, annuity, insurance, stock options, 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.

Risk Factors

1. We have a limited operating history. We expect losses to continue, and the failure to generate revenues could cause us to go out of business.  We were incorporated in September 1999 and we have started our proposed business operations but not realized any revenues. We have no operating history upon which an evaluation of our future success or failure can be made. Our net loss since inception is $363,642. Our ability to achieve and maintain profitability and positive cash flow is dependent upon

| | * 
* 
* | our ability to locate a profitable mineral property
our ability to generate revenues
our ability to reduce exploration and development costs.
| | ------- | ---------------------------------------------------------------------------------------------------------------------------------------------





-7-

---

Based upon current plans, we expect to incur operating losses in future periods. This will happen because there are expenses associated with the research, exploration and development of our mineral properties. We cannot guarantee that we will be successful in generating revenues in the future. Failure to generate revenues will cause us to go out of business.

2. We have no known ore reserves and we cannot guarantee we will find any gold or if we find gold that production will be profitable.   We have no known ore reserves and we cannot guaranty we will ever find any gold. Even if we find that there is gold on our property, we cannot guaranty that we will be able to recover the gold. Even if we recover gold, we cannot guaranty that we will make a profit.

3. Weather interruptions in the province of British Columbia may affect and delay our proposed exploration operations.   Our exploration and development work can only be performed approximately five to six months out of the year. This is because rain and snow cause roads leading to our claims to be impassible during four months of the year. When roads are impassible, we are unable to work and generate income.

4. Because we are small and do not have much capital, we must limit our exploration and development.  Because we are small and do not have much capital, we must limit our exploration and development. There are other larger exploration companies that could and probably would spend more time and money in exploring and developing our property.

5. We may not have access to all of the supplies and materials we need.  Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies, such as dynamite, and certain equipment such as bulldozers and excavators that we might need to conduct exploration. We have not attempted to locate or negotiate with any suppliers of products, equipment or materials. If we cannot find the products and equipment we need, we will have to suspend our exploration plans until we do find the products and equipment we need.

6. We must find and development an ore reserve to be successful.  Our success depends on finding and developing an ore reserve. If we don't find an ore reserve containing gold or we cannot develop the ore reserve, either because we do not have the money to do it or because it is not economically feasible to do it, we will cease operations and you will loose your investment.

7. We do not have enough money to complete our exploration and development.  We do not have enough money to complete our exploration and the development of the property. At the present time, we have not made any plans to raise additional money and there is no assurance that we will be able to raise additional money in the future. As a result we will have to suspend our operations on the Iron Wolf Claims.

8. We are a penny stock.  Our common stock is defined as a "penny stock" under the Securities and Exchange Act of 1934, and its rules. Because we are a penny stock, you may be unable to resell our shares. Also, the Exchange Act and the penny stock rules impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors. As a result, fewer broker/dealers are willing to make a market in our stock and it may effect the level of news coverage you receive.





-8-

---

9. Messrs. Grenfal and Stetsenko control the company.  Messrs. Grenfal and Stetsenko own 15,000,000 shares. As a result, Messrs. Grenfal and Stetsenko are able to elect all of our directors and control our operations. Our articles of incorporation do not provide for cumulative voting. Cumulative voting is a process that allows a shareholder to multiply the number of shares he owns times the number of directors to be elected. That number is the total votes a person can cast for all of the directors. Those votes can be allocated in any manner to the directors being elected. Cumulative voting, in some cases, will allow a minority group to elect at least one director to the board. This means that existing shareholders will not be expanding their ownership. Further, the concentrated control in the hands of Messrs. Grenfal and Stetsenko may inhibit a change of control and may adversely affect the market price of your common stock.

10. Sales of common by our officers and directors will likely cause the market price for the common stock to drop.  A total of 15,000,000 shares of stock are owned by our two officers and directors. They paid an average price of $0.012 per share. They will likely sell a portion of their stock if the market price goes above $0.02. If they do sell their stock into the market, the sales may cause the market price of the stock to drop.

ITEM 2. DESCRIPTION OF PROPERTIES.

In September 1999, Hugh Grenfal our President and a member of the board of directors, acquired one mineral property containing eight mining claims in British Columbia, Canada.  The claims are recorded in Mr. Grenfal's name for tax purposes, however, title to the claims has been conveyed to us by an unrecorded deed.  To date we have not performed any work on our property.  The property is located near the town of Campbell River on Vancouver Island, British Columbia, Canada.

Our business offices are located at 1040 West Georgia Street, Suite 1160, Vancouver, British Columbia, Canada V6E 4H1.  Our telephone number is (604) 605-0885. We lease our office space from Callinan Mines Ltd. on a month to month basis and our monthly rental is determined by usage.  During the fiscal year ending June 30, 2003 we paid $911 for rent.

ITEM 3. LEGAL PROCEEDINGS.

We are not a party to any pending litigation and none is contemplated or threatened.

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



There were no matters submitted to the shareholders during 2003.





-9-

---

PART II

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

At September 7, 2003, we had 37 shareholders of record of our common stock, including shares held by brokerage clearing houses, depositories or otherwise in unregistered form. The beneficial owners of such shares are not known to us. Our company's securities are traded over-the-counter on the Bulletin Board operated by the National Association of Securities Dealers, Inc. under the symbol "CNMN". The table shows the high and low trades of our company's common stock for 2002 and 2003



|Quarter ended |            |          
|------------- | ---------- | ---------
|2002          | High Trade | Low Trade
|March 31      | 2.43       | 0.80     
|June 30       | 1.80       | 1.01     
|September 30  | 2.15       | 1.30     
|December 31   | 2.30       | 1.70     
|              |            |          
|2003          |            |          
|March 31      | 2.25       | 1.40     
|June 30       | 2.465      | 1.30     

There are no plans, proposals, arrangements or understandings with any person with regard to the development of a trading market in any of our securities.

We have no outstanding options or warrants, or other securities convertible into, common equity. Of the 20,352,125 shares of common stock outstanding as of September 7, 2003, 15,000,000 shares were issued to our officers and directors, and may only be resold in compliance with Rule 144 of the Securities Act of 1933 with the exception of the one year holding period contained therein.

Dividends

We have not declared any cash dividends, nor do we intend to do so. We are not subject to any legal restrictions respecting the payment of dividends, except that they may not be paid to render us insolvent. Dividend policy will be based on our cash resources and needs and it is anticipated that all available cash will be needed for our operations in the foreseeable future.





-10-

---

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 the Rule, 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, the Rule 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.

Securities authorized for issuance under equity compensation

We do not have any equity compensation plans and accordingly we have no securities authorized for issuance thereunder.

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

Financial Condition, Liquidity and Capital Resources

We are engaged in exploration and acquisition of our mineral property. Our principal capital resources have been acquired through issuance of common stock and from shareholder loans.

At June 30, 2003, we had working capital deficiency of $10,857 versus working capital of $3,258 at June 30, 2002. This change is primarily the result of continuing professional fees we incurred.

At June 30, 2003, we had total assets of $3,660 consisting of mainly cash and office equipment. This compares with our assets at June 30, 2002 of $8,841.  The decrease is largely due to amortization of property and equipment of $2,691 and decrease in cash of $2,490.

At June 30, 2003, our total liabilities rose to $12,596 from $971 at June 30, 2002  primarily resulting from unpaid professional fees.





-11-

---

We have had no revenues from inception. Although there is insufficient capital to fully explore and develop mineral properties, we hope to survive and exploit its resources with possible funding sources including sales of its securities and shareholder loans. There are at present no such plans. We have no long-term debt.

We will not be conducting any product research or development. We do not expect to purchase or sell any significant equipment. We do not expect any significant changes in the number of our employees.

We have inadequate cash reserves to maintain offices and operations during the next twelve months ending June 30, 2004. We have insufficient cash to maintain operations and we will have to raise additional cash to remain in business. Even if management were to restrain spending to one-half of the 2003 rate, an aggressive restraint program, this would not be enough to ensure survival of the company in business. Our ability to carry on as a going concern will therefore depend on the ability of management to secure additional capital in the near future.

Results of Operations

We posted a loss of $16,806 for the year ending June 30, 2003. The principal component of the loss was professional expenses.

Operating expenses for the year ending June 30, 2003 were $16,806, down from $23,521 for the year ending June 30, 2002, which resulted largely from a decrease in general and administrative expense of $5,975.

Critical accounting policies

We have identified the policies below as critical to our business operations and the understanding of our results of operations. See also the notes consolidated Financial Statements. Note that our preparation of this annual report on Form 10-KSB and the quarterly reports on Form 10-QSB requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates.

1) Functional currency and treatment of foreign currency translation. Due to the majority of our financial operations being based in the United States, the US Dollar is both the functional and the reporting currency, although our main asset (a mineral property) is in Canada. Books and records and bank accounts are maintained in US Dollars; monetary assets and liabilities denominated in Canadian Dollars are translated into US dollars at the exchange rate in effect at the balance sheet.  Income and expense items are translated at the exchange rate prevailing when the transaction occurred.

2) Research, development and exploration expenditures. All research development and exploration expenditures incurred have been generated internally and are charged to operations.





-12-

---

3) Capitalization of intangible assets. Intangible assets (none at present) are amortized over the useful life of the asset, as determined by management, not to exceed the legal life.

Contractual commitments

We have no contractual commitments.

Recent accounting pronouncements

In April 2002, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards No. 145, "Recession of FASB Statement No. 44, and 66, Amendment of FASB Statement No. 13, and Technical Corrections", which updates, clarifies and simplifies existing accounting pronouncements. FASB No. 4, which required all gains and losses from extinguishment of debt to be aggregated and, if material, classified as an extraordinary item, net of related tax effect was rescinded, as a result, FASB 64, which amended No. 4, was rescinded as it was no longer necessary. FASB 145 amended 13 to eliminate an inconsistency between the required accounting for the sale-leaseback transaction and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. Management has not yet determined the effects of adopting this Statement on the financial position or results of operations, except for the need to reclassify debt extinguishments previously reported as extraordinary.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities" ("SFAS No. 146"). SFAS No. 146 addresses significant issues regarding the recognition, measurement, and reporting of costs associated with exit and disposal activities, including restructuring activities. SFAS No. 146 also addresses recognition of certain costs related to terminating a contract that is not a capital lease, costs to consolidate facilities or relocate employees, and termination benefits provided to employees that are involuntarily terminated under the terms of a one-time benefit arrangement that is not an ongoing benefit arrangement or an individual deferred-compensation contract. SFAS No. 146 is effective for exit or disposal activities that are initiated after December 31, 2002. Given that SFAS No. 146 was issued in June 2002 and is not yet effective, the impact on our financial position or results of operations from adopting SFAS No. 146 has not been determined, although given the nature of our business the impact is expected to be miniscule.





-13-

---

In May 2003, the FASB 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 is not expected to have a material effect on the Company's results of operations or financial position.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure", which amends SFAS No. 123 to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 expands the disclosure requirements of SFAS No. 123 to require more prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The transition provisions of SFAS No. 148 are effective for fiscal years ended after December 15, 2002. The disclosure provisions of SFAS No. 148 are effective for financial statements for interim periods beginning after December 15, 2002. The transition provisions do not currently have an impact on the Company's financial position and results of operations as the Company currently has no stock-based employee compensation.

ITEM 7.  FINANCIAL STATEMENTS.

TABLE OF CONTENTS

Camden Mines Limited
(An Exploration Stage Company)

|                                            | Index
|------------------------------------------- | -----
|Independent Auditors' Report                | F-1  
|Balance Sheets                              | F-2  
|Statements of Operations                    | F-3  
|Statements of Cash Flows                    | F-4  
|Statement of Stockholders' Equity (Deficit) | F-5  
|Notes to the Financial Statements           | F-6  





-14-

---

Independent Auditors' Report

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

We have audited the accompanying balance sheet of Camden Mines Limited (a Nevada corporation) as of June 30, 2003, and the related statement of operations, cash flows and stockholders' deficit for the year then ended. 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 audit. The accompanying balance sheet of Camden Mines Limited as of June 30, 2002, and the related statement of operations, cash flows and stockholders' deficit accumulated for the period from September 14, 1999 (Date of Inception) to June 30, 2002 and the year ended June 30, 2002, was audited by other auditors in their report dated August 6, 2002. Those auditors expressed an unqualified opinion on those financial statements and included an explanatory paragraph describing the substantial doubt about the Company's ability to continue as a going concern.

We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit 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 audit provides a reasonable basis for our opinion.

In our opinion, the aforementioned financial statements referred to above present fairly, in all material respects, the financial position of Camden Mines Limited as of June 30, 2003, and the results of its  operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States.

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 obtained profitable operations since inception and will need additional financing to sustain operations. 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
July 25, 2003





F-1

-15-

---

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

|                                                                                                                   | June 30,
2003
$                         |       | June 30,
2002
$
|------------------------------------------------------------------------------------------------------------------ | --------------------------------------- | ----- | ---------------
|ASSETS                                                                                                             |                                         |       |                
|                                                                                                                   |                                         |       |                
|Current Assets                                                                                                     |                                         |       |                
|                                                                                                                   | Cash                                    | 1,328 |                
|                                                                                                                   | Deposits                                | 411   |                
|                                                                                                                   |                                         |       |                
|Total Current Assets                                                                                               | 1,739                                   |       | 4,229          
|                                                                                                                   |                                         |       |                
|Property and Equipment (Note 4)                                                                                    | 1,867                                   |       | 4,558          
|                                                                                                                   |                                         |       |                
|Mineral Properties (Note 3)                                                                                        | 54                                      |       | 54             
|                                                                                                                   |                                         |       |                
|Total Assets                                                                                                       | 3,660                                   |       | 8,841          
|                                                                                                                   |                                         |       |                
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                                                     |                                         |       |                
|Current Liabilities                                                                                                |                                         |       |                
|                                                                                                                   | Accounts payable                        | 2,711 |                
|                                                                                                                   | Accrued liabilities                     | 5,250 |                
|                                                                                                                   | Advances from related party (Note 5(b)) | 4,635 |                
|Total Liabilities                                                                                                  | 12,596                                  |       | 971            
|                                                                                                                   |                                         |       |                
|Contingency (Note 1)                                                                                               |                                         |       |                
|                                                                                                                   |                                         |       |                
|Stockholders' Equity (Deficit)                                                                                     |                                         |       |                
|                                                                                                                   |                                         |       |                
|Common Stock, 100,000,000 shares authorized with a par value of $0.00001; 20,352,125 shares issued and outstanding | 204                                     |       | 204            
|                                                                                                                   |                                         |       |                
|Additional Paid-in Capital                                                                                         | 354,502                                 |       | 354,502        
|                                                                                                                   | 354,706                                 |       | 354,706        
|Deficit Accumulated During the Exploration Stage                                                                   | (363,642)                               |       | (346,836)      
|Total Stockholders' Equity (Deficit)                                                                               | (8,936)                                 |       | 7,870          
|                                                                                                                   |                                         |       |                
|Total Liabilities and Stockholders' Equity                                                                         | 3,660                                   |       | 8,841          

(The Accompanying Notes are an Integral Part of these Financial Statements)





F-2

-16-

---

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

|                                    | Accumulated from
September 14, 1999
(Date of Inception)
to June 30, 2003
$ |         | Year Ended
June 30,
2003
$ |        | 2002
$    
|----------------------------------- | -------------------------------------------------------------------------- | ------- | -------------------------- | ------ | ----------
|Revenue                             | -                                                                          |         | -                          |        | -         
|                                    |                                                                            |         |                            |        |           
|Expenses                            |                                                                            |         |                            |        |           
|                                    | Consulting                                                                 | 245,462 |                            | -      |           
|                                    | Depreciation                                                               | 6,572   |                            | 2,691  |           
|                                    | General and administration                                                 | 29,754  |                            | 534    |           
|                                    | Mining exploration                                                         | 5,048   |                            | -      |           
|                                    | Professional fees                                                          | 60,841  |                            | 12,250 |           
|                                    | Rent (Note 5(a))                                                           | 9,452   |                            | 911    |           
|                                    | Transfer agent and filing fees                                             | 420     |                            | 420    |           
|                                    | Travel                                                                     | 5,930   |                            | -      |           
|                                    |                                                                            |         |                            |        |           
|                                    | 363,479                                                                    |         | 16,806                     |        | 23,521    
|                                    |                                                                            |         |                            |        |           
|Net Loss for the Period             | (363,479)                                                                  |         | (16,806)                   |        | (23,521)  
|                                    |                                                                            |         |                            |        |           
|Net Loss Per Share - Basic          |                                                                            |         | -                          |        | -         
|                                    |                                                                            |         |                            |        |           
|Weighted Average Shares Outstanding |                                                                            |         | 20,352,125                 |        | 20,352,125

(Diluted loss per share has not been presented as the result is anti-dilutive)





(The Accompanying Notes are an Integral Part of these Financial Statements)

F-3

-17-

---

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

|                                                                            | Year Ended
June 30,                                      | For the Period from September 14, 1999 (Date of Inception) to June 30,
|--------------------------------------------------------------------------- | -------------------------------------------------------- | ----------------------------------------------------------------------
|                                                                            | 2003
$                                                   | 2002
$                                                                
|Cash Flows From Operating Activities                                        |                                                          |                                                                       
|Net loss                                                                    | (16,806)                                                 | (23,521)                                                              
|Adjustments to reconcile net loss to net cash used by operating activities: |                                                          |                                                                       
|                                                                            | Depreciation                                             | 2,691                                                                 
|                                                                            | Payment of expenses from issuance of stock               | -                                                                     
|Change in operating assets and liabilities                                  |                                                          |                                                                       
|                                                                            | Deposits and prepaid expenses                            | -                                                                     
|                                                                            | Accounts payable and accrued liabilities                 | 6,990                                                                 
|                                                                            | Due to related parties                                   | 4,635                                                                 
|Net Cash (Used In) Operating Activities                                     | (2,490)                                                  | (19,256)                                                              
|Cash Flows From Investing Activities                                        |                                                          |                                                                       
|                                                                            | Purchase of property and equipment                       | -                                                                     
|Cash Flows From Financing Activities                                        |                                                          |                                                                       
|                                                                            | Proceeds from sale of common stock                       | -                                                                     
|                                                                            | Repayment of related party loans                         | -                                                                     
|                                                                            | Proceeds from related party loans                        | -                                                                     
|Net Cash Provided By Financing Activities                                   | -                                                        | -                                                                     
|Increase (Decrease) in Cash                                                 | (2,490)                                                  | (19,256)                                                              
|Cash - Beginning of Period                                                  | 3,818                                                    | 23,074                                                                
|Cash - End of Period                                                        | 1,328                                                    | 3,818                                                                 
|Non-Cash Financing Activities                                               |                                                          |                                                                       
|                                                                            | Stock issued in payment of consulting and other expenses | -                                                                     
|                                                                            | Stock issued in payment of advances                      | -                                                                     
|                                                                            | Stock issued in payment of mining claims                 | -                                                                     
|                                                                            | Stock issued for stock dividend                          | -                                                                     
|Supplemental Disclosures                                                    |                                                          |                                                                       
|                                                                            | Interest paid                                            | -                                                                     
|                                                                            | Income taxes paid                                        | -                                                                     





(The Accompanying Notes are an Integral Part of these Financial Statements)

F-4

-18-

---

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

|                                                                                                                  | Common Stock | Additional
Paid-in
Capital
$ |      | Deficit
$ |  | Total
Stockholders' Equity
(Deficit)
$
|----------------------------------------------------------------------------------------------------------------- | ------------ | ---------------------------- | ---- | --------- |  | --------------------------------------
|# of
Shares                                                                                                       |              | Amount
$                    
|Balance - September 14, 1999 
(Date of Inception)                                                                 | -            |                              | -    | -         |  | -                                     
|Issuance of common stock for services and in payment of advances for approximately $0.055 per share               | 5,000,000    |                              | 50   | 274,950   |  | -                                     
|Cancellation of common stock by directors for services and payment of advances for approximately $0.055 per share | (2,000,000)  |                              | (20) | (109,980) |  | -                                     
|Issuance of common stock for services and in payment of advances for approximately $0.055 per share               | 1,500,000    |                              | 15   | 82,485    |  | -                                     
|Net loss for period                                                                                               | -            |                              | -    | -         |  | (264,475)                             
|Balance - June 30, 2000                                                                                           | 4,500,000    |                              | 45   | 247,455   |  | (264,475)                             
|Sale of common stock for cash at $0.10 per share                                                                  | 1,070,425    |                              | 11   | 107,032   |  | -                                     
|Cancellation of common stock returned for services and payment of advances                                        | (1,500,000)  |                              | (15) | 15        |  | -                                     
|Issuance of common stock for four-for-one dividend at par value                                                   | 16,281,700   |                              | 163  | -         |  | (163)                                 
|Net loss for the year                                                                                             | -            |                              | -    | -         |  | (58,677)                              
|Balance - June 30, 2001                                                                                           | 20,352,125   |                              | 204  | 354,502   |  | (323,315)                             
|Net loss for the year                                                                                             | -            |                              | -    | -         |  | (23,521)                              
|Balance - June 30, 2002                                                                                           | 20,352,125   |                              | 204  | 354,502   |  | (346,836)                             
|Net loss for the year                                                                                             | -            |                              | -    | -         |  | (16,806)                              
|Balance - June 30, 2003                                                                                           | 20,352,125   |                              | 204  | 354,502   |  | (363,642)                             

(The Accompanying Notes are an Integral Part of these Financial Statements)





F-5

-19-

---

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 in September 1999 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition, exploration and development of mining properties. Upon location of a commercial 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, 2003, the Company had a working capital deficit of $10,857 and an accumulated deficit of $363,642. The Company expects to fund itself in the next twelve months by sales of shares.

The Company filed an SB-2 Registration Statement with the U.S. Securities Exchange Commission which has been declared effective.

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.





F-6

-20-

---

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

2. Summary of Significant Accounting Principles (continued)

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)  Property and Equipment

Property and equipment are stated at cost. Amortization is computed using the straight-line method over the estimated useful lives of the related assets, which range from five to seven years.

g)  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.





F-7

-21-

---

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

2. Summary of Significant Accounting Principles (continued)

h)  Exploration and Development Costs

The Company has been in the exploration stage since its formation in September 1999 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition, exploration and development of mining properties. 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.

i)  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.

j)  Financial Instruments

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

k)  Concentration of Risk

The Company maintains its cash accounts in primarily one commercial bank in Vancouver, British Columbia, Canada. The Company's cash account is an uninsured business checking account maintained in U.S. dollars, which totalled $1,328 on June 30, 2003. At June 30, 2003 the Company has not engaged in any transactions that would be considered derivative instruments on hedging activities.





F-8

-22-

---

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

2. Summary of Significant Accounting Principles (continued)

l)  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, 2003 and 2002, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

m)  Recent Accounting Pronouncements

In May 2003, the FASB 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 is not expected to have a material effect on the Company's results of operations or financial position.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure", which amends SFAS No. 123 to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 expands the disclosure requirements of SFAS No. 123 to require more prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The transition provisions of SFAS No. 148 are effective for fiscal years ended after December 15, 2002. The disclosure provisions of SFAS No. 148 are effective for financial statements for interim periods beginning after December 15, 2002. The transition provisions do not currently have an impact on the Company's financial position and results of operations as the Company currently has no stock-based employee compensation.





F-9

-23-

---

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 (continued)

In June, 2002, FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities". The provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. This Statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)". This Statement requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. The Company adopted SFAS No. 146 on January 1, 2003. The effect of adoption of this standard on the Company's results of operations and financial position was not material.

FASB has also issued SFAS No. 145, 147 and 149 but they will not have any relationship to the operations of the Company therefore a description of each and their respective impact on the Company's operations have not been disclosed.

n)  Reclassifications

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

3. 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.

4. Property and Equipment

|                 | Cost
$ |  | Accumulated
Amortization
$ |  | June 30, 2003
Net Carrying
Value $ |  | June 30, 2002
Net Carrying
Value$
|---------------- | ------ |  | -------------------------- |  | ---------------------------------- |  | ---------------------------------
|                 |        |  |                            |  |                                    |  |                                  
|Office equipment | 8,439  |  | 6,572                      |  | 1,867                              |  | 4,558                            





F-10

-24-

---

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

5. Related Party Transactions/Balances

a)  The Company occupies office space provided by the Company's President. Rent expense of $911 and $1,753 has been charged to operations for the years ending June 30, 2003 and 2002, respectively.

b)  The amount due to the President of the Company is non-interest bearing, unsecured and due on demand.

6. Income Taxes

The Company has adopted the provisions of SFAS No. 109, "Accounting for Income Taxes". Pursuant to SFAS No. 109, the Company is required to compute tax asset benefits for net operating loss carry forwards. Potential benefit of net operating losses has not been recognized in the financial statements because the Company cannot be assured that it is more likely than not that it will utilize the net operating loss carry forwards in future years.

The Company has net operating loss carry forwards of $118,000 to offset future years taxable income expiring in fiscal 2014 through 2018.

The components of the net deferred tax asset, the statutory tax rate, the effective tax rate and the elected amount of the valuation allowance are scheduled below:

|                       | 2003
$  |  | 2002
$ 
|---------------------- | ------- |  | -------
|                       |         |  |        
|Net Operating Losses   | 16,806  |  | 23,521 
|Statutory Tax Rate     | 34%     |  | 34%    
|Effective Tax Rate     | -       |  | -      
|Deferred Tax Asset     | 5,714   |  | 7,997  
|Valuation Allowance    | (5,714) |  | (7,997)
|Net Deferred Tax Asset | -       |  | -      





F-11

-25-

---

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

6. Income Taxes (continued)

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. The amount of the deferred tax asset considered realizable could change materially in the near term based on future taxable income during the carryforward period.



















F-12

-26-

---

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

On October 7, 2002, the accounting firm of Williams & Webster, P.S. was dismissed by our Board of Directors as our independent auditors. During the two most recent fiscal years and subsequent interim period, there were no disagreements on matters of accounting principles and practices, financial disclosure, or auditing scope of procedure between us and Williams & Webster. Williams & Webster, P.S. were dismissed because we determined that it was in the Company's best interest to have its auditor located in Vancouver, British Columbia where our corporate headquarters are located.

The report of Williams & Webster, P.S. on our financial statements as of and for the years ended June 30, 2002 and 2001 did not contain an adverse, qualified or disclaimer of opinion. However, the report did contain an explanatory paragraph wherein Williams & Webster expressed substantial doubt about our ability to continue as a going concern.

We requested Williams & Webster to furnish us with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made by us in response to  Item 4 of our Form 8-K filed with the SEC, and, if not, stating the respects in which Williams & Webster did not agree. The Registrant delivered a copy of its Form 8-K  to Williams & Webster on October 18, 2002, via facsimile. On October 29, 2002, Williams & Webster replied and letter agreed with the statements contained therein was filed as Exhibit 16.1 to our Form 8-K/A-1 filed with the SEC on November 5, 2002.

At our board meeting on October 7, 2002, our Board of Directors engaged Manning Elliott, Chartered Accountants, 11th Floor, 1050 West Pender Street, Vancouver, British Columbia, Canada V6E 3S7, as our independent auditor for our fiscal year ending June 30, 2003. Manning Elliott accepted such appointment on October 11, 2002.  Prior to their appointment, we did not consult with Manning Elliott on any matters related to accounting or the type of opinion they may issue or disagreements between the accountants.

ITEM 8A.  CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's Securities Exchange Act of 1934 reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.  Within 90 days prior to the date of this report, the Company's management carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon the foregoing, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective in connection with the filing of this Annual Report on Form 10-KSB for the year ended June 30, 2003.

There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any significant deficiencies or material weaknesses of internal controls that would require corrective action.





-27-

---

PART III

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

The name, age and position held by each of our directors and officers are as follows:

|Name              | Age | Position(s)                                                                                                          
|----------------- | --- | ---------------------------------------------------------------------------------------------------------------------
|Hugh Grenfal, Jr. | 33  | president, principal executive officer, treasurer, principal financial officer and a member of the board of directors
|Sergei Stetsenko  | 32  | secretary and a member of the board of directors                                                                     

All directors have a term of office expiring at the next annual general meeting of our company, 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 Officers and Directors

Hugh Grenfal has been president, chief executive officer, treasurer, chief financial officer and a member of the board of directors of our company since inception February 14, 1999.  From January 1991 to June 1996, Mr. Grenfal was president of Booker Gold Explorations Ltd., a mining and exploration corporation located in Vancouver, British Columbia.  From October 1996 to December 2001, Mr. Grenfal was a director of Callinan Mines Limited, a mining and exploration corporation located in Vancouver, British Columbia with revenue producing copper and zinc properties located in Manitoba, Canada.

From June 20, 1999 to May 11, 2000, Mr. Grenfal was president of Paxton Mining Corporation located in Vancouver, British Columbia.  Paxton Mining Corporation was a mining company.  Since January 2000, Mr. Grenfal has been president of Aberdene Mines Limited located in Vancouver, British Columbia.  Aberdene Mines is a mining exploration company.  From September 1999 to February 2002, Mr. Grenfal was president of Palal Mining Corporation located in Vancouver, British Columbia.  Palal Mining was an exploration company that has since changed its line of business to  hydrocarbon  exploration  and development and been renamed TexEn Oil and Gas Inc.

Since September 1999, Mr. Grenfal has been president of Ancona Mining Corporation located in Vancouver, British Columbia.  Ancona Mining Corporation is an exploration company.  From July 2000 to September 2001, Mr. Grenfal was president of Raglan Mines Limited located in Vancouver, British Columbia.  Raglan Mines Limited is a mining exploration company.  Mr. Grenfal is currently not a full time employee with another entity.

Sergei Stetsenko has been our secretary and a member of the board of directors since inception. From December 1994 to June 1996, Mr. Stetsenko was the operations manager of Booker Gold Explorations Ltd.  His responsibilities included overseeing and implementation of exploration programs and a member of the Hearne Hill copper deposit discovery team.





-28-

---

From October 1996 to the present, Mr. Stetsenko was the operations manager of exploration for Callinan Mines Limited. From September 1999 until February 2002, Mr. Stetsenko was secretary of Palal Mining Corporation located in Vancouver, British Columbia.  Palal Mining was an exploration company that has since changed its line of business to  hydrocarbon  exploration  and development and been renamed TexEn Oil and Gas Inc.

Since September 1999, Mr. Stetsenko has been secretary of Ancona Mining Corporation located in Vancouver, British Columbia.  Ancona Mining Corporation is a mining company.  Since September 1999, Mr. Stetsenko has been secretary of Camden Mining Corporation located in Vancouver, British Columbia.  Camden Mining Corporation is an exploration company. Mr. Stetsenko is currently not a full-time employee with another entity.

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 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.





-29-

---

Compliance with Section 16 (a) of the Exchange Act

Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us pursuant to Rule 16a-3(e) under the Securities Exchange Act of 1934 during our most recent fiscal year and Forms 5 and amendments thereto furnished to us with respect to our most recent fiscal year, all officers, directors and owners of 10% or more of our outstanding shares have filed all Forms 3, 4 and 5 required by Section 16(a) of the Securities Exchange Act of 1934.

Audit Committee and Charter

We have an audit committee and audit committee charter.  Our audit committee is comprised of all of our officers and directors.  None of directors are deemed independent.  All directors also hold positions as our officers.  A copy of our audit committee charter is filed as an exhibit to this report.  Our audit committee is responsible for: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditory and any outside advisors engagement by the audit committee. A copy of our audit committee charter is filed as an exhibit to this report.

Audit Committee Financial Expert

We have no financial expert.  We believe the cost related to retaining a financial expert at this time is prohibitive.  Further, because of our limited operations, we believe the services of a financial expert are not warranted.

Code of Ethics

We have adopted a corporate code of ethics.  A copy of the code of ethics is filed as an exhibit to this report.  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 filed with this report.





-30-

---

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.

Summary Compensation Table

|                                                              |                |                     | Long Term Compensation |                              
|------------------------------------------------------------- | -------------- | ------------------- | ---------------------- | -----------------------------
|                                                              |                | Annual Compensation | Awards                 | Payouts                      
|(a)                                                           | (b)            | (c)                 | (d)                    | (e)                          
|Name and Principal Position [1]                               | Year           | Salary ($)          | Bonus ($)              | Other Annual Compensation ($)
|Hugh Grenfal, Jr.
President, CEO, 
Treasurer, CFO 
& Director | 2003
2002
2001 | 0
0
0               | 0
0
0                  | 0
0
0                        
|Sergei Stetsenko
Secretary & Director                         | 2003
2002
2001 | 0
0
0               | 0
0
0                  | 0
0
0                        
|Yaroslav Grabovetsky 
Director (resigned - May 3, 2001)       | 2003
2002
2001 | 0
0
0               | 0
0
0                  | 0
0
0                        

[1] All compensation received by the officers and directors has been disclosed.

There are no stock option, retirement, pension, or profit sharing plans for the benefit of our officers and directors.

Option/SAR Grants

No individual grants of stock options, whether or not in tandem with stock appreciation rights ("SARs") and freestanding SARs have been made to any executive officer or any director since our inception, accordingly, no stock options have been exercised by any of the officers or directors in fiscal 2003.

Long-Term Incentive Plan Awards

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance to occur over a period longer than one fiscal year, whether such performance is measured by reference to our financial performance, our stock price, or any other measure.





-31-

---

Compensation of Directors.

The directors did not receive any other compensation for serving as members of the board of directors. The Board has not implemented a plan to award options. There are no contractual arrangements with any member of the board of directors.

We do not expect to pay any salaries to any of our officers until such time as we generate sufficient revenues to do so. We do not anticipate paying any salaries to our officers until fiscal 2004. We do not intend to pay any additional compensation to our directors.  As of the date hereof, we have not entered into employment contracts with any of our officers and we do not intend to enter into any employment contracts until such time as it profitable to do so.

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.

Security Ownership of Certain Beneficial Owners

The following table sets forth, as of September 16, 2003, the beneficial shareholdings of persons or entities holding five percent or more of the Company's common stock, each director individually, each named executive officer and all directors and officers of the Company as a group. 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.





-32-

---

|Name of Beneficial Owner                         | Amount and Nature of Beneficial Owner | Position                                                                                                      | Percent
of Class
|------------------------------------------------ | ------------------------------------- | ------------------------------------------------------------------------------------------------------------- | ----------------
|Hugh Grenfal, Jr.                                | 7,500,000                             | President, Chief Executive Officer, Treasurer, Chief Financial Officer and a member of the Board of Directors | 36.85%          
|Sergei Stetsenko                                 | 7,500,000                             | Secretary and a member of the Board of Directors                                                              | 36.85%          
|All officer and Directors as a Group
(2 Persons) | 15,000,000                            |                                                                                                               | 73.70%          

[1]   The persons named above are our parents and promoters within the meaning of such terms under the Securities Act of 1933 by virtue of their direct and indirect stock holdings.

Changes in Control

To the knowledge of management, there are no present arrangements or pledges of securities of the Company which may result in a change in control of the Company.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

In September 1999, we issued a total of 5,000,000 shares of restricted common stock to Hugh Grenfal, Sergei Stetsenko and Maryna Bilynska, officers and directors of our company.  This was accounted for as a compensation expense of $273,508 and advances and reimbursement expenses of $1,492.

On January 20, 2000, Ms. Bilynska resigned and returned 100,000 shares of common stock to the Company which were all of the shares issued to her.  Ms. Bilynska had no disputes relating to our operations, policies or practices.

On January 20, 2000, we appointed Yaroslav Grabovetsky to the board of directors.  We also issued 1,500,000 "restricted" shares of common stock to Mr. Grabovetsky in consideration of $545 and compensation of $81,955.

Further, on January 20, 2000, Messrs. Grenfal and Stetsenko each returned 950,000 shares of common stock to us.  This transaction resulted in a reduction to compensation of $110,000.

Since our inception, Mr. Grenfal advanced loans to us in the total sum of $13,148, which were used for organizational and start-up costs and operating capital. The loans did not bear interest and were repaid during the year ended June 30, 2001.





-33-

---

On May 7, 2001, Yaroslav Grabovetsky, a shareholder and member of the board of directors returned 1,500,000 shares of common stock to us for cancellation, which had previously been issued for services and in payment of advances.  Mr. Grabovetsky resigned from the Board of Directors on May 3, 2001. Mr. Grabovetsky had no disagreements with us.

On May 16, 2001, we issued four additional shares of our common stock for each one shares of common stock outstanding as a stock dividend to shareholders of record.  A total of 16,281,700 shares of common stock were issued.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

Reports on Form 8-K

No Form 8-Ks have been filed since inception.

Exhibits

The following Exhibits are incorporated herein by reference from the Registrant's Form SB-2 Registration Statement filed with the Securities and Exchange Commission, SEC file #333-35332 on April 21, 2001. Such exhibits are incorporated herein by reference pursuant to Rule 12b-32:

|Exhibit No.                                               | Document Description                                                                                                                                                                                                                                                                                
|--------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1 
3.2
4.1
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9 | Articles of Incorporation.  
Bylaws.  
Specimen Stock Certificate. 
Iron Wolf 1 Claim. 
Iron Wolf 2 Mining Claim. 
Iron Wolf 3 Mining Claim.
Iron Wolf 4 Mining Claim.
Iron Wolf 5 Mining Claim.
Iron Wolf 6 Mining Claim.
Iron Wolf 7 Mining Claim.
Iron Wolf 8 Mining Claim.
Statement of Trustee.

-34-

---

The following exhibits are filed with this report:

|14.1 |  | Code of Ethics                                                                                                                                                                                 
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1 |  | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
|32.1 |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer).                  
|99.1 |  | Audit Committee Charter                                                                                                                                                                        
|99.2 |  | Disclosure Committee Charter                                                                                                                                                                   

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:

2003 - $-0- Williams & Webster, P.S.
2002 - $7,707.50 Williams & Webster, P.S.

2003 - $1,800.00 Manning Elliott
2002 - $1,200.00 Manning Elliott

(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:

2003 - nil - Williams & Webster, P.S.
2002 - nil - Williams & Webster, P.S.

2003 - nil - Manning Elliott
2002 - nil - Manning Elliott

(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:





-35-

---

2003 - nil - Williams & Webster, P.S.
2002 - nil - Williams & Webster, P.S.

2003 - nil - Manning Elliott
2002 - nil - Manning Elliott

(4) All Other Fees

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

2003 - nil - Williams & Webster, P.S.
2002 - nil - Williams & Webster, P.S.

2003 - nil - Manning Elliott
2002 - nil - Manning Elliott

(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%.









-36-

---

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 11th day of September, 2003.

| | CAMDEN MINES LIMITED(Registrant)
| | --------------------------------

| | BY: | /s/ Hugh Grenfal 
Hugh Grenfal, Jr., President, Principal Executive Officer, Treasurer, Principal Financial Officer and member of the Board of Directors
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------

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

|Signatures                               | Title                                                                                                                 | Date      
|---------------------------------------- | --------------------------------------------------------------------------------------------------------------------- | ----------
|/s/ Hugh Grenfal, Jr. 
Hugh Grenfal, Jr. | President, Principal Executive Officer, Treasurer, Principal Financial Officer and a member of the Board of Directors | 09/11/2003
|/s/ Sergei Stetsenko 
Sergei Stetsenko   | Secretary and a member of the Board of Directors                                                                      | 09/11/2003



















-37-

---