UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K
                                    --------

                                  CURENT REPORT
     Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

         Date of Report (Date of earliest reported) September 14, 2004.


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


           Nevada                      000-33195                88-0437644
           ------                      ---------                ----------
(State or other jurisdiction          (Commission              (IRS Employer
      of incorporation                File Number)           Identification No.)

Suite 1880, 505 Burrard St., Vancouver, British Columbia, Canada       V7X 1M6
----------------------------------------------------------------       -------
            (Address of principal executive offices)                 (Zip Code)


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


                                       N/A
          (Former name or former address, if changed since last report)




<PAGE>






ITEM 1.01. ENTRY INTO A MATERIAL DIFINITIVE AGREEMENT

On September  14,  Camden Mines Limited (the  "Company"),  Pac-Poly  Investments
Limited  ("Pac-Poly"),  a company organized under the laws of the British Virgin
Islands,  and the  shareholders of Pac-Poly have entered into a letter agreement
(the "Letter  Agreement") whereby the shareholders of Pac-Poly will transfer all
of the issued and  outstanding  shares in the capital of Pac-Poly to the Company
in exchange  for the Company  issuing to the  shareholders  of Pac-Poly on a pro
rata basis an aggregate of 16,387,000 shares of common stock of the Company. The
Letter  Agreement  is subject to: the Company  completing  its due  diligence of
Pac-Poly  within 90 days  after  entering  into the Letter  Agreement;  Pac-Poly
receiving  its  intended  27%  share   capital  in  the  newly  created   Xinhua
Publications  Circulation &  Distribution  Center Co., Ltd.  ("Xinhua C & D"), a
newly formed company organized under the laws of the People's Republic of China;
and other terms and conditions of the Letter  Agreement.  The Company,  Pac-Poly
and the  shareholders  of  Pac-Poly  intend to enter  into a more  formal  share
purchase  agreement and other  documents that more fully delineate and formalize
the terms  outlined in the Letter  Agreement.  A copy of this  Letter  Agreement
between the Company,  Pac-Poly and the shareholders of Pac-Poly, dated September
14, 2004, is attached hereto as Exhibit 10.1.

On September 14, the Company,  Beijing Boheng  Investment & Management Co., Ltd.
("Boheng"),  a company  organized  under the laws of the  People's  Republic  of
China,  and the shareholders of Boheng have entered into a letter agreement (the
"Letter  Agreement")  whereby the  shareholders of Boheng will transfer on a pro
rata basis, in accordance  with each such  shareholders'  respective  percentage
shareholdings in Boheng, 95% of the issued and outstanding shares in the capital
of Boheng to the Company in exchange for the Company issuing to the shareholders
of Boheng on a pro rata basis an aggregate of 18,613,000  shares of common stock
of the Company.  The Letter Agreement is subject to: the Company  completing its
due diligence of Boheng within 90 days after entering into the Letter Agreement;
Boheng receiving its intended 30.67% share capital in the newly created Xinhua C
& D; and other terms and conditions of the Letter Agreement. The Company, Boheng
and the shareholders of Boheng intend to enter into a more formal share purchase
agreement and other  documents that more fully delineate and formalize the terms
outlined in the Letter  Agreement.  A copy of this Letter Agreement  between the
Company,  Boheng and the  shareholders  of Boheng,  dated September 14, 2004, is
attached hereto as Exhibit 10.2.

Xinhua  C & D is a newly  formed  company  that has been  granted  a  nationwide
distribution  licence  in  China  for:  books;   periodicals;   human  body  art
pictorials;  audio video product distribution;  wholesale, retail and mail order
of publicly distributed electronic  publications;  advertisement by domestic and
foreign firms in certain categories of books; and classified ads. In addition to
receiving the nationwide  distribution  licence in China,  Xinhua C & D recently
finalized distribution agreements for certain international publications for the
China market.  Upon  completion of the  acquisition of Pac-Poly and Boheng,  the
Company will own in aggregate 57.67% of Xinhua C & D.

In order to encourage  Pac-Poly  and Boheng to enter into the Letter  Agreements
with the Company, Mr. Xianping Wang, President, CEO and director of the Company,
has agreed  upon  completion  of the  acquisition  of Pac-Poly  and  Boheng,  to
surrender for cancellation 35,000,000 shares of common stock of the Company from




<PAGE>






the 45,000,000  shares of common stock of the Company that he acquired on August
5, 2004.


ITEM 8.01. OTHER EVENTS

Pursuant to Form 8-K, General  Instructions F, registrant hereby incorporates by
reference the press release attached hereto as Exhibit 99.1.


ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.         Description
-----------         -----------------------------------------------------------
Exhibit 10.1        Letter  Agreement  between  the  Company,  Pac-Poly  and the
                    shareholders of Pac-Poly, dated September 14, 2004.
Exhibit 10.2        Letter  Agreement  between  the  Company,   Boheng  and  the
                    shareholders of Boheng, dated September 14, 2004.
Exhibit 99.1        Press Release dated September 14, 2004.



<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 hereunto duly authorized.

Dated: September 16, 2004

                                                     CAMDEN MINES LIMITED


                                                     By: /s/ Reg Handford
                                                        ------------------------
                                                     Name:    Reg Handford
                                                     Title:   Director



<PAGE>






                                  EXHIBIT INDEX

                                                                 Sequential Page
Number   Exhibit                                                 Number
------   ------------------------------------------------------  ---------------
 10.1    Letter Agreement between the Company, Pac-Poly and the          6
         shareholders of Pac-Poly, dated September 14, 2004.

 10.2    Letter Agreement between the Company, Boheng and               11
         the shareholders of Boheng, dated September 14, 2004.

 99.1    Press Release dated September 14, 2004.                        16
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{"company-data": {"conformed-name": "CAMDEN MINES LTD", "cik": "0001104904", "assigned-sic": "1000", "irs-number": "880437644", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-33195", "film-number": "041036498"}, "business-address": {"street1": "400 BURRARD STREET SUITE 1950", "street2": "VANCOUVER BRITISH COLUMBIA", "city": "CANADA V6C 3A6", "state": "A1", "zip": "00000", "phone": "6046050885"}, "mail-address": {"street1": "400 BURRARD STREET SUITE 1950", "street2": "VANCOUVER BRITISH COLUMBIA", "city": "CANADA V6C 3A6", "state": "A1", "zip": "00000"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K
                                    --------

                                  CURENT REPORT
     Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

         Date of Report (Date of earliest reported) September 14, 2004.

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

           Nevada                      000-33195                88-0437644
           ------                      ---------                ----------
(State or other jurisdiction          (Commission              (IRS Employer
      of incorporation                File Number)           Identification No.)

Suite 1880, 505 Burrard St., Vancouver, British Columbia, Canada       V7X 1M6
----------------------------------------------------------------       -------
            (Address of principal executive offices)                 (Zip Code)

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

                                       N/A
          (Former name or former address, if changed since last report)
ITEM 1.01. ENTRY INTO A MATERIAL DIFINITIVE AGREEMENT

On September  14,  Camden Mines Limited (the  "Company"),  Pac-Poly  Investments
Limited  ("Pac-Poly"),  a company organized under the laws of the British Virgin
Islands,  and the  shareholders of Pac-Poly have entered into a letter agreement
(the "Letter  Agreement") whereby the shareholders of Pac-Poly will transfer all
of the issued and  outstanding  shares in the capital of Pac-Poly to the Company
in exchange  for the Company  issuing to the  shareholders  of Pac-Poly on a pro
rata basis an aggregate of 16,387,000 shares of common stock of the Company. The
Letter  Agreement  is subject to: the Company  completing  its due  diligence of
Pac-Poly  within 90 days  after  entering  into the Letter  Agreement;  Pac-Poly
receiving  its  intended  27%  share   capital  in  the  newly  created   Xinhua
Publications  Circulation &  Distribution  Center Co., Ltd.  ("Xinhua C & D"), a
newly formed company organized under the laws of the People's Republic of China;
and other terms and conditions of the Letter  Agreement.  The Company,  Pac-Poly
and the  shareholders  of  Pac-Poly  intend to enter  into a more  formal  share
purchase  agreement and other  documents that more fully delineate and formalize
the terms  outlined in the Letter  Agreement.  A copy of this  Letter  Agreement
between the Company,  Pac-Poly and the shareholders of Pac-Poly, dated September
14, 2004, is attached hereto as Exhibit 10.1.

On September 14, the Company,  Beijing Boheng  Investment & Management Co., Ltd.
("Boheng"),  a company  organized  under the laws of the  People's  Republic  of
China,  and the shareholders of Boheng have entered into a letter agreement (the
"Letter  Agreement")  whereby the  shareholders of Boheng will transfer on a pro
rata basis, in accordance  with each such  shareholders'  respective  percentage
shareholdings in Boheng, 95% of the issued and outstanding shares in the capital
of Boheng to the Company in exchange for the Company issuing to the shareholders
of Boheng on a pro rata basis an aggregate of 18,613,000  shares of common stock
of the Company.  The Letter Agreement is subject to: the Company  completing its
due diligence of Boheng within 90 days after entering into the Letter Agreement;
Boheng receiving its intended 30.67% share capital in the newly created Xinhua C
& D; and other terms and conditions of the Letter Agreement. The Company, Boheng
and the shareholders of Boheng intend to enter into a more formal share purchase
agreement and other  documents that more fully delineate and formalize the terms
outlined in the Letter  Agreement.  A copy of this Letter Agreement  between the
Company,  Boheng and the  shareholders  of Boheng,  dated September 14, 2004, is
attached hereto as Exhibit 10.2.

Xinhua  C & D is a newly  formed  company  that has been  granted  a  nationwide
distribution  licence  in  China  for:  books;   periodicals;   human  body  art
pictorials;  audio video product distribution;  wholesale, retail and mail order
of publicly distributed electronic  publications;  advertisement by domestic and
foreign firms in certain categories of books; and classified ads. In addition to
receiving the nationwide  distribution  licence in China,  Xinhua C & D recently
finalized distribution agreements for certain international publications for the
China market.  Upon  completion of the  acquisition of Pac-Poly and Boheng,  the
Company will own in aggregate 57.67% of Xinhua C & D.

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

ITEM 8.01. OTHER EVENTS

Pursuant to Form 8-K, General  Instructions F, registrant hereby incorporates by
reference the press release attached hereto as Exhibit 99.1.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.         Description
-----------         -----------------------------------------------------------
Exhibit 10.1        Letter  Agreement  between  the  Company,  Pac-Poly  and the
                    shareholders of Pac-Poly, dated September 14, 2004.
Exhibit 10.2        Letter  Agreement  between  the  Company,   Boheng  and  the
                    shareholders of Boheng, dated September 14, 2004.
Exhibit 99.1        Press Release dated September 14, 2004.
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 hereunto duly authorized.

Dated: September 16, 2004

                                                     CAMDEN MINES LIMITED

                                                     By: /s/ Reg Handford
                                                        ------------------------
                                                     Name:    Reg Handford
                                                     Title:   Director
EXHIBIT INDEX

                                                                 Sequential Page
Number   Exhibit                                                 Number
------   ------------------------------------------------------  ---------------
 10.1    Letter Agreement between the Company, Pac-Poly and the          6
         shareholders of Pac-Poly, dated September 14, 2004.

 10.2    Letter Agreement between the Company, Boheng and               11
         the shareholders of Boheng, dated September 14, 2004.

 99.1    Press Release dated September 14, 2004.                        16