FORM 10-QSB

                  U. S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, DC 20549

              Quarterly Report Pursuant to Section 13 or 15(d)
                  of the Securities Exchange Act of 1934


                   For Quarter Ended:        June 30, 2001


                   Commission File Number:       001-04026



                            PRINCETON MINING COMPANY
                            ------------------------
       (Exact name of small business issuer as specified in its charter)


     Idaho                                                      82-6008727
     -----                                                      ----------
  (State of Incorporation)                                (IRS Employer ID No)



              1111 South Main, Suite 127, Grapevine, TX 76051
              -----------------------------------------------
                  (Address of principal executive office)

                                  817-410-5762
                                  ------------
                          (Issuer's telephone number)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes ____ No__X__.

The number of shares outstanding of registrant's common stock, par value $.10
per share, as of June 30, 2001 was 27,677,140 shares.

Transitional Small Business Disclosure Format (Check one):  Yes ___  No _X_




                                        1
<PAGE>




                     Princeton Mining Company and Subsidiary

                                      INDEX
<TABLE>

<S>                                                                                                     <C>

                                                                                                          Page
                                                                                                          No.
Part I.       Financial Information (unaudited)

      Item 1. Consolidated Balance Sheet - June 30, 2001                                                   3

              Consolidated Statement of Operations -                                                       4
              Three and Six Months Ended June 30, 2001 and 2000

              Consolidated Statement of Stockholders' Equity -                                             5
              Six Months Ended June 30, 2001

              Consolidated Statements of Cash Flows -                                                      6
              Six Months Ended June 30, 2001 and 2000

              Notes to Consolidated Financial Statements -                                                7-9
              Six Months Ended June 30, 2001 and 2000

      Item 2. Managements Discussion and Analysis or Plan of Operation                                   10-11


Part II.      Other Information                                                                            12

</TABLE>

                                        2
<PAGE>


Princeton Mining Company and Subsidiary
Consolidated Balance Sheet
June 30, 2001
(Unaudited)

<TABLE>

<S>                                                                                 <C>


Assets

Current assets
  Cash and cash equivalents                                                            $   19,148
                                                                                      ------------------
Total current assets                                                                       19,148

Mineral property                                                                            2,000
Real estate, net                                                                           45,972

                                                                                      ------------------
  Total assets                                                                         $   67,120
                                                                                      ==================



Liabilities and Stockholder's Equity

Current liabilities
 Note payable                                                                          $   35,988
 Due to related party                                                                       1,482
                                                                                      ------------------
Total current liabilities                                                                  37,470


Stockholder's equity
  Preferred stock, $.10 par value.  Authorized 1,000,000 shares;                                -
    no shares issued and outstanding.
  Common stock, $.10 par value.  Authorized 29,000,000 shares;                          2,767,714
   issued and outstanding 27,677,140 shares
  Common stock discount                                                                (2,735,464)
  Retained earnings (deficit)                                                              (2,600)
                                                                                      ------------------
Total stockholder's equity                                                                 29,650
                                                                                      ------------------
                                                                                       $   67,120
                                                                                      ==================
</TABLE>

See accompanying notes to financial statements.


                                        3
<PAGE>

Princeton Mining Company and Subsidiary Consolidated Statement of Operations
Three and six months ended June 30, 2001 and 2000 (Unaudited)

<TABLE>

<S>                                            <C>               <C>                 <C>               <C>


                                                Three Months       Three Months        Six Months        Six Months
                                                    Ended               Ended              Ended             Ended
                                                   June 30,           June 30,           June 30,          June 30,
                                                     2001               2000               2001              2000

Sales and revenues                              $    1,215         $        -          $   1,215         $       -
Cost of operations                                   2,973                  -              2,973                 -
                                               -----------------  ------------------  ----------------  ----------------
Gross profit                                        (1,758)                 -             (1,758)                -

Other expense
  General and administrative expense                    58                  -                 58                 -
  Interest expense                                     784                  -                784                 -
                                               -----------------  ------------------  ----------------  ----------------
                                                       842                  -                842                 -
                                               -----------------  ------------------  ----------------  ----------------
Earnings (loss) before income taxes                 (2,600)                 -             (2,600)                -
Income taxes                                             -                  -                  -                 -
                                               -----------------  ------------------  ----------------  ----------------
Net earnings (loss)                                 (2,600)                 -             (2,600)                -
                                               =================  ==================  ================  ================

Net earnings (loss) per share                   $       (0)        $        -          $      (0)        $       -
                                               =================  ==================  ================  ================

Weighted Average Shares Outstanding                  25,105,609          18,000,000        21,565,140        18,000,000
                                               =================  ==================  ================  ================

</TABLE>

See accompanying notes to financial statements.


                                        4
<PAGE>

Princeton Mining Company and Subsidiary

Consolidated Statement of Stockholder's Equity
Six months ended June 30, 2001
(Unaudited)

<TABLE>
<CAPTION>



                                                                                               Retained
                                                Common Stock              Common stock         Earnings
                                          Shares        Par Value           Discount           (Deficit)           Total
                                          ------        ---------           --------            -------            -----
<S>                                      <C>          <C>                <C>                 <C>                <C>
Inception, March 30, 2001                 18,000,000   $1,800,000         $(1,790,000)        $        -         $  10,000

Acquire Princeton Mining                   9,569,140      956,914            (954,914)                               2,000
  Company
Issue common stock for cash                  108,000       10,800               9,450                               20,250
Net income (loss)                                                                                 (2,600)           (2,600)
                                      --------------- ------------------ ------------------- ------------------ -----------------
Balance, June 30, 2001                    27,677,140   $2,767,714         $(2,735,464)        $   (2,600)        $  29,650
                                      =============== ================== =================== ================== =================

</TABLE>

See accompanying notes to financial statements.

                                        5
<PAGE>


Princeton Mining Company and Subsidiary

Consolidated Statement of Cash Flows Six months ended June 30, 2001 and 2000
(Unaudited)
<TABLE>

<S>                                                                              <C>              <C>

                                                                                   Six Months       Six Months
                                                                                     Ended            Ended
                                                                                    June 30,         June 30,
                                                                                      2001             2000

Cash flows from operating activities
Net earnings (loss)                                                               $ (2,600)        $      -
Adjustments to reconcile net earnings (loss) to net
 cash provided by (used in) operating activities:
  Depreciation                                                                         422                -

                                                                                 ---------------  ---------------
Net cash provided by (used in) operating activities                                 (2,178)               -
                                                                                 ---------------  ---------------

Cash flows provided by (used in) investing activities

                                                                                         -                -
                                                                                 ---------------  ---------------
Net cash provided by (used in) investing activities                                      -                -
                                                                                 ---------------  ---------------

Cash flows provided by (used in) financing activities
Common stock issued for cash                                                        20,250
Loans from related party                                                             1,482
Repayment of note payable                                                             (406)
                                                                                         -                -
                                                                                 ---------------  ---------------
Net cash provided by (used in) financing activities                                 21,326                -
                                                                                 ---------------  ---------------
Net increase (decrease) in cash and cash equivalents                                19,148                -
Cash and cash equivalents, beginning of period                                           -                -
                                                                                 ---------------  ---------------
Cash and cash equivalents, end of period                                          $ 19,148         $      -
                                                                                 ===============  ===============


Supplemental Cash Flow Information

Cash paid for interest and income taxes are as follows:
  Interest                                                                        $    784         $    -
  Income taxes                                                                    $    -           $    -

</TABLE>

See accompanying notes to consolidated financial statements.


                                        6
<PAGE>

Princeton Mining Company and Subsidiary
Notes to Consolidated Financial Statements
Six months ended June 30, 2001 and 2000
(Unaudited)


   A. Summary of Significant Accounting Policies

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

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

      (3)Nature of Business - Princeton is the owner of an interest in two
         unpatented mining claims situated east of the village of Mullan in the
         Coeur d'Alene Mining District, Shoshone County, Idaho. To the knowledge
         of the Company, no commercial ore deposit has been found as the result
         of any exploration work done to date on the Company's property.
         Consequently, there has been no production of ore from the property and
         the Company makes no claim to the existence of ore reserves in the
         property.

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

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

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

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

      (7)General - The financial statements included in this report have been
         prepared by the Company pursuant to the rules and regulations of the
         Securities and Exchange Commission for interim reporting and include
         all adjustments (consisting only of normal recurring adjustments) that
         are, in the opinion of management, necessary for a fair presentation.
         These financial statements have not been audited.

         Certain information and footnote disclosures normally included in
         financial statements  prepared  in  accordance  with  generally
         accepted accounting principles have been condensed or omitted pursuant
         to such rules and regulations for interim reporting. The Company


                                        7
<PAGE>

     believes that the disclosures contained herein are adequate to make the
     information presented not misleading. However, these financial statements
     should be read in conjunction with the financial statements and notes
     thereto included in the Company's Annual Report for the period ended
     December 31, 2000, which is included in the Company's Form 10-KSB.


B.Acquisition

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

                  Real estate                                                           $      46,394
                  Liabilities assumed                                                         (36,394)
                                                                                              --------
                    Common stock issued                                                 $      10,000
                                                                                              ========
</TABLE>

C.Note payable

  The Company assumed a note payable as a part of the acquisition of Brittany,
  which is due on demand with monthly installments of $595, including interest
  at 10%.

D.Stockholder's Equity

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

  Prior to December 31, 1998,  the Company issued  restricted  common stock in
  exchange for services provided and the extinguishments of advances due
  related  parties.  The  issue  of these  shares  at its  market  value
  resulted  in the  shares  being  issued at less than  their par value.
  Accordingly,  the  Company  recorded  a  discount  on common  stock of
  $280,681,  representing the aggregate difference between the par value
  of the common stock  issued and the market value of services  provided
  and debt  extinguished.  During  1999 and 2000,  a  consultant  to the
  Company  paid  $1,046  in  expenses  on  behalf  of  the  Company  and
  relinquished  the  opportunity for  reimbursement.  These amounts were
  treated as  additional  paid-in  capital  and  recorded  to reduce the
  common stock  discount.  In addition,  during 2000, the Company issued
  warrants to purchase  1,200,000 shares of its common stock at $.01 per
  share to a consultant as compensation for services.  The services were
  valued  at $2,000  and this  amount  was also  treated  as  additional
  paid-in capital and recorded to reduce the common stock discount. This
  warrant was  cancelled on April 24, 2001 as a part of the  acquisition
  transaction.  The following  schedule  summarizes  the activity in the
  discount on common stock account prior to the  acquisition of Brittany
  by Princeton.
<TABLE>

      <S>                                                                        <C>

          Discount on common stock prior to December 31, 1998                     $   280,681
          Contribution to capital during 1999 and 2000                                 (1,046)
          Warrant issued                                                               (2,000)
                                                                                    ----------
            Balance before transaction on April 24, 2001                              277,635
          Advances from related party, reimbursement relinquished                     (61,500)
          Deficit in retained earnings recapitalized due to reverse acquisition       738,779
                                                                                    ----------
            Balance on acquisition                                                $   954,914
                                                                                    ==========

</TABLE>

                                      8
<PAGE>

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

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

At June 30, 2001, 108,000 Class "A" Warrants and 108,000 Class "B" Warrants are
outstanding and exercisable at $1.00 and $1.75 per share, respectively.


                                        9
<PAGE>




ITEM 2.        MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL
               --------------------------------------------------
            CONDITION AND RESULTS OF OPERATIONS OR PLAN OF OPERATION
            --------------------------------------------------------
     The following information and other sections of this quarterly report
     contain forward-looking statements that are based on current expectations,
     estimates, and projections about the markets and industries in which the
     Company operates, management's beliefs, and assumptions made by management.
     These forward-looking statements are made pursuant to the Safe Harbor
     Provisions of the Private Securities Litigation Reform Act of 1995. These
     statements are not guarantees of future performance and involve certain
     risks, uncertainties and assumptions ("future factors") that are difficult
     to predict. Therefore, actual outcomes and results may differ materially
     from what is expressed or forecasted in such forward-looking statements.
     The Company undertakes no obligation to update publicly any forward-looking
     statements, whether as a result of new information, future events or
     otherwise.

     Future factors include risks associated with newly acquired businesses;
     increasing price and product/service competition by competitors; rapid
     technological developments and changes; the ability to introduce
     competitive new products and services on a timely, cost effective basis;
     the mix of products/services; the achievement of lower costs and expenses;
     reliance on large customers; technological, implementation and
     cost/financial risks in use of large, multi-year contracts; the cyclical
     nature of the markets served; the availability of financing, financial
     instruments and financial resources in the amount, at the times and on the
     terms required to support the Company's business. These are representative
     of the future factors that could affect the outcome of forward-looking
     statements. In addition, such statements could be affected by general
     industry and market conditions and growth rates, general domestic and
     international conditions including interest rates, rates of inflation and
     currency exchange rate fluctuations and other future factors.

     On April 24, 2001, Princeton had a change in control and acquired a new
     subsidiary, Brittany Enterprises, Inc. The Company now owns two condominium
     units in Dallas, Texas, which are currently under lease. Projected revenues
     from the properties together with existing cash reserves should provide
     adequate cash flow to meet current obligations.

     The Company files with the Securities and Exchange Commission periodic and
     episodic reports under Rule 13(a) of the Exchange Act, including quarterly
     reports on Form 10-QSB and annual reports on Form 10-KSB. As a reporting
     company under the Exchange Act, the Company may register additional
     securities on Form S-8 (provided that it is then in compliance with the
     reporting requirements of the Exchange Act) and on Form S-3 (provided that
     it has during the prior 12 month period timely filed all reports required
     under the Exchange Act).

     The Company is actively seeking to engage in a merger with or acquisition
     of an unidentified foreign or domestic private company that desires to
     become a reporting company whose securities have been registered under the
     Exchange Act.

     Management believes that there are perceived benefits to being a reporting
     company which may be attractive to foreign and domestic private companies.

     These benefits are commonly thought to include:

     (1) the ability to use securities to make acquisition of assets or
         businesses;
     (2) increased visibility in the financial community;
     (3) the facilitation of borrowing from financial institutions;
     (4) improved trading efficiency;
     (5) the potential for shareholder liquidity;


                                       10
<PAGE>

     (6) greater ease in subsequently raising capital;
     (7) compensation of key employees through options for stock for which
         there may be a public market;
     (8) enhanced corporate image; and
     (9) a presence in the United States capital market.

      A private company which may be interested in a business combination with
      the Company may include:

     (1) a company for which a primary  purpose of becoming a reporting  company
              is the use of its securities for the acquisition of assets or
              businesses;

     (2) a company  which is unable to find an  underwriter  of its  securities
             or is unable to find an underwriter of securities on terms
             acceptable to it;

     (3) a company which wishes to become a reporting company with less
             dilution of its common stock than would occur normally upon an
             underwriting;

     (4) a company which believes that it will be able to obtain investment
             capital on more favorable terms after it has become a reporting
             company;

     (5) a foreign company which may wish an initial entry into the United
             States securities market;

     (6) a special situation company, such as a company seeking to satisfy
             redemption requirements under a qualified Employee Stock Option
             Plan; and

     (7) a company seeking one or more of the other benefits believed to
             attach to a reporting company.

Management is actively engaged in seeking a qualified private company as a
candidate for a business combination. The Company is authorized to enter into a
definitive agreement with a wide variety of private businesses without
limitation as to their industry or revenues. It is not possible at this time to
predict with which private company, if any, the Company will enter into a
definitive agreement or what will be the industry, operating history, revenues,
future prospects or other characteristics of that company.

As of the date hereof, management has not made any final decision concerning or
entered into any agreements for a business combination. When any such agreement
is reached or other material fact occurs, the Company will file notice of such
agreement or fact with the Securities and Exchange Commission on Form 8-K.
Persons reading this Form 10-QSB are advised to see if the Company has
subsequently filed a Form 8-K.


                                       11
<PAGE>


                           PART II - OTHER INFORMATION

         Item 1 and Items 3 through 5 of Part II have been omitted as not
         required, not significant, or because the information has been
         previously reported.

         ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

               The Company sold unregistered securities as follows:

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


         ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

               a) Exhibits - Not applicable
               b) Reports on Form 8-K - Form 8-K dated April 24, 2001 and filed
                  May 10, 2001 which reported a change in control of the Company
                  and the acquisition of Brittany Enterprises, Inc. Financial
                  statements were not included (Items 1,2,5 and 6 were
                  reported); Form 8-K/A dated April 24, 2001 and filed September
                  6, 2001 which included the audited financial statements of
                  Brittany Enterprises, Inc. and a pro forma balance sheet as of
                  March 31, 2001 and pro forma statements of operations for the
                  year ended December 31, 2000 and the three months ended March
                  31, 2001 (Items 2 and 7 were reported).



                                    SIGNATURE

         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



         Date:    September 11, 2001        By:    /s/ Randy Howell
                                                   ----------------
                                                   Randy Howell, President and
                                                   Principal Accounting Officer



                                       12
<PAGE>