UNITED STATES
                        SECURTIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 (fee required)

     For the quarterly period ended March 31, 2001

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934 (no fee required)

     For the transition period from _____________ to _____________


                         Commission file number: 1-3323


                            PRINCETON MINING COMPANY
             (Exact name of registrant as specified in its charter)

           Idaho                                                 82-6008727
(State or other jurisdiction                                    (IRS Employer
     of incorporation)                                       Identification No.)


                     413 CEDAR STREET, WALLACE, IDAHO, 83873
                    (Address of principal executive offices)


                                 (208) 752-1131
              (Registrant's telephone number, including area code)


  COMMON STOCK                                 THE OTC - BULLETIN BOARD
Title of each class                    Name of each exchange on which registered

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12 months  (or for such  shorter  period as 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 [ ]

At March 31, 2001,  9,569,140 shares of the registrant's  $0.10 par value common
stock were outstanding.
<PAGE>
                            PRINCETON MINING COMPANY

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
PART I - FINANCIAL INFORMATION

Item 1: Financial Statements................................................ 1

Item 2: Management's Discussion and Analysis of Financial Condition and
          Results of Operations............................................. 5


PART II - OTHER INFORMATION

Item 1: Legal Proceedings................................................... 6

Item 2: Changes in Securities............................................... 6

Item 3: Defaults among Senior Securities.................................... 6

Item 4: Submission of Matters to a Vote of Security Holders................. 6

Item 5: Other Information................................................... 6

Item 6: Exhibits and Reports on Form 8-K.................................... 6

SIGNATURES
<PAGE>
                          PART I-FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

PRINCETON MINING COMPANY
BALANCE SHEETS

                                                         MARCH 31,  DECEMBER 31,
                                                           2001         2000
                                                         ---------   ---------
                                                        (UNAUDITED)
ASSETS

Current assets:
  Cash                                                   $     102   $     155
                                                         ---------   ---------
          Total current assets                                 102         155
                                                         ---------   ---------
Fixed assets:
  Mineral properties                                         2,000       2,000
                                                         ---------   ---------

          Total assets                                   $   2,102   $   2,155
                                                         =========   =========
LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Accounts payable                                                   $   3,774
  Advances payable to related party                      $  61,500      49,500
  Accrued interest on advances payable                                   3,606
                                                         ---------   ---------
          Total current liabilities                         61,500      56,880
                                                         ---------   ---------
Stockholders' deficit:
  Preferred stock, $0.10 par value; 1,000,000 shares
    authorized; no shares issued and outstanding
  Common stock, $0.10 par value; 29,000,000 shares
    authorized; 9,569,140 shares issued and outstanding    956,914     956,914
  Common stock discount                                   (277,635)   (277,635)
  Accumulated deficit                                     (738,677)   (734,004)
                                                         ---------   ---------
          Total stockholders' deficit                      (59,398)    (54,725)
                                                         ---------   ---------

          Total liabilities and stockholders' deficit    $   2,102   $   2,155
                                                         =========   =========

     THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                       1
<PAGE>
PRINCETON MINING COMPANY
STATEMENTS OF OPERATIONS (UNAUDITED)

                                                     FOR THE THREE MONTHS ENDED
                                                     --------------------------
                                                       MARCH 31,      MARCH 31,
                                                         2001           2000
                                                     -----------    -----------
Operating expenses:
  General and administrative expenses                $     4,673    $     5,926
                                                     -----------    -----------
                                                           4,673          5,926
Other expenses:
  Interest expense                                                          690
                                                     -----------    -----------
                                                                            690

Net loss                                             $    (4,673)   $    (6,616)
                                                     ===========    ===========

Net loss per share-basic                             $       Nil    $       Nil
                                                     ===========    ===========
Weighted average common
  shares outstanding-basic                             9,569,140      9,569,140
                                                     ===========    ===========

    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                       2
<PAGE>
PRINCETON MINING COMPANY
STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                      FOR THE THREE MONTHS ENDED
                                                      --------------------------
                                                        MARCH 31,    MARCH 31,
                                                          2001         2000
                                                        --------     --------
Cash flows from operating activities:
  Net loss                                              $ (4,673)    $ (6,616)
  Adjustments to reconcile net loss to net cash
  used by operating activities:
  Accrued expenses                                                      2,711

  Change in:
  Accounts payable                                        (3,774)        (721)
  Accrued interest on advances payable                    (3,606)
                                                        --------     --------
     Net cash used by operating activities               (12,053)      (4,626)
                                                        --------     --------
Cash flows from financing activities:
  Advances from related party                             12,000        4,600
                                                        --------     --------
     Net cash provided by financing activities            12,000        4,600
                                                        --------     --------

Net change in cash                                           (53)         (26)
Cash, beginning of year                                      155          113
                                                        --------     --------

Cash, end of year                                       $    102     $     87
                                                        ========     ========
Supplemental disclosure of cash flow information:
  Cash paid during the period for interest              $  3,606     $      0
                                                        ========     ========

    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                       3
<PAGE>
PRINCETON MINING COMPANY
NOTES TO FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION:

The  unaudited  financial  statements  have  been  prepared  by the  Company  in
accordance with generally accepted  accounting  principles for interim financial
information, as well as the instructions to Form 10-Q. Accordingly,  they do not
include all of the  information  and  footnotes  required by generally  accepted
accounting principles for complete financial  statements.  In the opinion of the
Company's  management,  all  adjustments  (consisting  of only normal  recurring
accruals)  considered necessary for a fair presentation of the interim financial
statements  have been included.  Operating  results for the  three-month  period
ended March 31, 2001 are not  necessarily  indicative of the results that may be
expected for the full year ending December 31, 2001.

For further information refer to the financial  statements and footnotes thereto
in the  Company's  Annual  Report on Form 10-K for the year ended  December  31,
2000.

2. NATURE OF BUSINESS:

Princeton  Mining  Company  (the  "Company")  is an Idaho  Corporation  that was
incorporated  on September  29, 1950.  The Company was organized to explore for,
acquire  and  develop  mineral  properties  in the State of Idaho and the Inland
Northwest.  The  Company  has no  recurring  source  of  revenue,  has  incurred
operating  losses since  inception and, at March 31, 2001,  has a  stockholders'
deficit. These conditions raise substantial doubt about the Company's ability to
continue as a going concern as reported by the Company's independent auditors in
its December 31, 2000 financial statements.  The interim financial statements do
not contain any adjustments which might be necessary if the Company is unable to
continue as a going concern.

3. SUBSEQUENT EVENT:

During April of 2001, a major shareholder  related to H. F. Magnuson,  agreed to
sell 6,250,000  shares of common stock  (representing  approximately  65% of the
outstanding  stock of the Company) to certain unrelated  parties.  In connection
with the sale, H. F. Magnuson agreed to forgive and extinguish  advances due him
totaling $61,500.  Warrants to purchase 1,200,000 shares of the Company's common
stock  that  were  held by a party  not  related  to H. F.  Magnuson  were  also
cancelled in connection with the stock sale.

                                       4
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

GENERAL

This report contains both historical and prospective  statements  concerning the
Company and its operations.  Prospective  statements (known as  "forward-looking
statements")  may or may not prove  true with the  passage  of time  because  of
future risks and  uncertainties.  The Company  cannot predict what factors might
cause actual results to differ  materially  from those  indicated by prospective
statements.

RESULTS OF OPERATIONS

FOR THE  THREE-MONTH  PERIOD  ENDED MARCH 31, 2001  COMPARED TO THE  THREE-MONTH
PERIOD ENDED MARCH 31, 2000

During the  three-month  periods  ended  March 31,  2001 and 2000,  the  Company
generated no revenue.

For the three months ended March 31, 2001, the Company experienced a net loss of
$4,673  compared  to a net loss of $6,616  during the  comparable  period in the
previous year. The decrease in net loss from 2000 to 2001 was principally due to
management's  reduction  of general  and  administrative  expenses.  General and
administrative  expenses  decreased to $4,673 for the  three-month  period ended
March 31, 2001,  compared to $5,926 for the  three-month  period ended March 31,
2000.

No interest  expense was incurred during the three-month  period ended March 31,
2001 compared to $690 of interest expense incurred during the three-month period
ended March 31, 2000.  The absence of interest  expense during the first quarter
of 2001 is due to H. F.  Magnuson's  waiver of any interest due him on financial
advances made to the Company.

LIQUIDITY AND CAPITAL RESOURCES

During  the first  quarter  of 2001,  the  Company  used  $12,053 of cash in its
operating  activities  that primarily  related to its net loss of $4,673 and the
reduction of accrued  interest and accounts  payable.  The Company's  operations
were funded during first quarter of 2001 through advances  totaling $12,000 from
H.F. Magnuson.

          [The balance of this page has been intentionally left blank.]

                                       5
<PAGE>
                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 2. CHANGES IN SECURITIES

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

The registrant has no outstanding senior securities.

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

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

None

          [The balance of this page has been intentionally left blank.]

                                       6
<PAGE>
                                   SIGNATURES

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


                                        PRINCETON MINING COMPANY

                                        By: /s/ H. James Magnuson
                                            ------------------------------------
                                            H. James Magnuson,
                                            its President
                                            Date: May 10, 2001


                                        By: /s/ Dennis O'Brien
                                            ------------------------------------
                                            Dennis O'Brien, its
                                            Principal Accounting Officer
                                            Date: May 10, 2001

                                       7