UNITED STATES

SECURITIES 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

For the quarterly period ended February 28, 2011

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to to

Commission File Number: 333-160552

CEDAR CREEK MINES LTD.

(Exact name of Registrant as specified in its charter)

Delaware	None
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

4170 Still Creek Drive, Suite 200 Burnaby, British Columbia, Canada (Address of principal executive offices)	V5C 6C6 (Zip Code)

(604) 320-7877

(Registrant’s telephone number, including area code)

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 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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

¨ Yes ¨ No*

*The registrant has not yet been phased into the interactive data requirements.

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨		Accelerated filer	¨
Non-accelerated filer	¨	(Do not check if a smaller reporting company)	Smaller reporting company	x

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).

x Yes ¨ No

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

¨ Yes ¨ No

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

51,469,026 shares of common stock as of April 8, 2011.

TABLE OF CONTENTS

USE OF NAMES	3
FORWARD-LOOKING STATEMENTS	3
PART I – FINANCIAL INFORMATION	4
Item 1. Financial Statements	4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation	5
Item 3. Quantitative and Qualitative Disclosures About Market Risk	8
Item 4. Controls and Procedures	8
PART II – OTHER INFORMATION	10
Item 1. Legal Proceedings	10
Item 1A. Risk Factors	10
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	11
Item 3. Defaults Upon Senior Securities	11
Item 4. [Removed and Reserved]	11
Item 5. Other Information	11
Item 6. Exhibits	11

USE OF NAMES

In this Quarterly Report, the terms “Cedar Creek,” “Company,” “we,” or “our,” unless the context otherwise requires, mean Cedar Creek Mines Ltd. and its subsidiaries.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q and other reports that we file with the SEC contain statements that are considered forward-looking statements. Forward-looking statements give the Company’s current expectations, plans, objectives, assumptions or forecasts of future events. All statements other than statements of current or historical fact contained in this Quarterly Report, including statements regarding the Company’s future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plans,” “potential,” “projects,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” and similar expressions. These statements are based on the Company’s current plans and are subject to risks and uncertainties, and as such the Company’s actual future activities and results of operations may be materially different from those set forth in the forward-looking statements. Any or all of the forward-looking statements in this periodic report may turn out to be inaccurate and as such, you should not place undue reliance on these forward-looking statements. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs. The forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and assumptions due to a number of factors, including:

·	dependence on key personnel;

·	competitive factors;

·	the operation of our business; and

·	general economic conditions in the United States and Canada.

This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking statements.

These forward-looking statements speak only as of the date on which they are made, and except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements contained in this periodic report.

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CEDAR CREEK MINES LTD.

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 28, 2011

CEDAR CREEK MINES LTD.

(AN EXPLORATION STAGE COMPANY)

INDEX

		PAGE

CONSOLIDATED BALANCE SHEETS		F-2

CONSOLIDATED STATEMENTS OF OPERATIONS		F-3

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)		F-4

CONSOLIDATED STATEMENTS OF CASH FLOWS		F-5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS		F-6

F-1

Cedar Creek Mines Ltd.

(An Exploration Stage Company)

Consolidated Balance Sheets

(Unaudited)

	February 28,			May 31,
	2011			2010
ASSETS

Current Assets
Cash	$	2,743		$	13,776

Total Current Assets		2,743			13,776

Property and Equipment		–			424

Total Assets	$	2,743		$	14,200

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Accounts payable	$	59,220		$	26,062
Accrued liabilities		7,985			17,811
Due to related party		40,517			30,667

Total Current Liabilities		107,722			74,540

Stockholders' Deficit
Preferred Stock: $0.00001 par value, 50,000,000 shares Authorized; none issued and outstanding		–			–
Common stock: $0.00001 par value, 150,000,000 shares authorized; 51,469,026 and 51,055,000 shares outstanding at February 28, 2011 and May 31, 2010, respectively		514			510
Additional paid in capital		329,825			226,323
Common stock subscribed		–			60,506
Accumulated deficit during the exploration stage		(435,318	)		(347,679	)

Total Stockholders' Deficit		(104,979	)		(60,340	)

Total Liabilities and Stockholders' Deficit	$	2,743		$	14,200

The accompanying notes are an integral part of these unaudited consolidated financial statements

F-2

Cedar Creek Mines Ltd.

(An Exploration Stage Company)

Consolidated Statements of Operations

(Unaudited)

	For the			For the			For the			For the			For the Period
	Three Months Ended			Three Months Ended			Nine Months Ended			Nine Months Ended			April 3, 2008 (Inception) to
	February 28,			February 28,			February 28,			February 28,			February 28,
	2011			2010			2011			2010			2011

OPERATING EXPENSES
Management fees		7,500			7,500			22,500			22,500			93,815
Professional fees		9,435			14,684			35,045			67,598			220,884
General and administrative		9,463			6,838			29,728			20,036			114,568
Incorporation cost		–			–			–			–			671
Mineral property costs		366			2,100			366			2,100			5,380

Total operating expenses		26,764			31,122			87,639			112,234			435,318

NET LOSS		(26,764	)		(31,122	)		(87,639	)		(112,234	)		(435,318	)

NET LOSS PER COMMON SHARE
Basic and Diluted		(0.00	)		(0.00	)		(0.00	)		(0.00	)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		51,385,000			51,055,000			51,293,000			51,041,000

The accompanying notes are an integral part of these unaudited consolidated financial statements

F-3

Cedar Creek Mines Ltd.

(An Exploration Stage Company)

Consolidated Statements of Changes in Stockholders' Deficit

For the nine months ended February 28, 2011

(Unaudited)

										Deficit
										Accumulated
	Common Stock				Additional		Common			During
	$0.00001 Par Value				Paid in		Stock			Exploration
	Shares		Amount		Capital		Subscribed			Stage			Total

Balance as of May 31, 2010		51,055,000	$	510	$	226,323	$	60,506		$	(347,679	)	$	(60,340	)

July 7, 2010 – common shares

Issuance of subscribed stock at $0.25 per share		242,026		2		60,504		(60,506	)		–			–

January 13, 2011 – common shares

Issuance of stock at $0.25 per share		172,000		2		42,998		–			–			43,000

Net loss for period		–		–		–		–			(87,639	)		(87,639	)

Balance as of February 28, 2011 (Unaudited)		51,469,026	$	514	$	329,825	$	–		$	(435,318	)	$	(104,979	)

The accompanying notes are an integral part of these unaudited consolidated financial statements

F-4

Cedar Creek Mines Ltd.

(An Exploration Stage Company)

Consolidated Statements of Cash Flows

(Unaudited)

	For the			For the			For the Period
	Nine Months Ended			Nine Months Ended			April 3, 2008 (Inception) to
	February 28,			February 28,			February 28,
	2011			2010			2011

Cash flows from operating activities
Net loss	$	(87,639	)	$	(112,234	)	$	(435,318	)
Adjustments to reconcile net loss to
cash used by operating activities:
Depreciation		424			477			1,724
Changes in operating assets and liabilities:
Prepaid expenses		–			9,198			–
Accounts payable		33,158			28,037			58,749
Accrued liabilities		(9,826	)		9,799			7,985
Employee advances		–			–			5,600

Net cash used by operating activities		(63,883	)		(64,723	)		(361,260	)

Cash flows from investing activities
Acquisition of subsidiary		–			–			80,830

Net cash provided by investing activities		–			–			80,830

Cash flows from financing activities
Issuance of shares		43,000			11,500			243,156
Advances from related party		9,850			26,961			40,017

Net cash provided by financing activities		52,850			38,461			283,173

Net (decrease) increase in cash		(11,033	)		(26,262	)		2,743

Cash and cash equivalents, beginning of period		13,776			26,406			–

Cash and cash equivalents, end of period	$	2,743		$	144		$	2,743

Supplemental Disclosures

Interest paid	$	–		$	–		$	–
Income tax paid	$	–		$	–		$	–

The accompanying notes are an integral part of these unaudited consolidated financial statements

F-5

Cedar Creek Mines Ltd.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

(Amounts and disclosures at and for the nine months ended February 28, 2011 are unaudited)

NOTE 1 – BASIS OF PRESENTATION

The unaudited interim consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q of Article 10 of Regulations S-X in the United States of America and are presented in United States dollars. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the consolidated financial statements for the year ended May 31, 2010 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission.

The interim unaudited consolidated financial statements should be read in conjunction with those consolidated financial statements included in Form 10-K. In the opinion of Management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine months ended February 28, 2010 are not necessarily indicative of the results that may be expected for the year ending May 31, 2011.

NOTE 2 – GOING CONCERN

These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at February 28, 2011, the Company has accumulated losses of $435,318 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 3 – DUE TO RELATED PARTY

At February 28, 2011, the Company is indebted to the President of the Company for $40,517 (May 31, 2010 – $30,667) for expenses paid for on behalf of the Company, which is non-interest bearing, unsecured and due on demand.

During the period ended February 28, 2010, the Company expensed $22,500 (2010 – $22,500) for management services provided by the President of the Company.

NOTE 4 – COMMON STOCK

On July 7, 2010, the Company issued 242,026 common shares at a price of $0.25 per share for cash proceeds of $60,506 which was included in common stock subscribed at May 31, 2010.

On January 13, 2011, the Company issued 172,000 common shares at a price of $0.25 per share for cash proceeds of $43,000.

F-6

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

You should read the following plan of operation together with our financial statements and related notes appearing elsewhere in this Quarterly Report. This plan of operation contains forward-looking statements that involve risks, uncertainties, and assumptions. The actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors

Overview

Cedar Creek Mines Ltd. is an exploration stage company in the business of mineral resource exploration. We were incorporated as a Delaware company on April 3, 2008. We have one wholly owned subsidiary, Cedar Creek Mines Inc. (“CCMI”), incorporated pursuant to the laws of the Province of British Columbia, Canada, on April 27, 2007, which we acquired on May 16, 2008. However, on February 23, 2010, we changed the name of our wholly owned subsidiary from Cedar Creek Mines Inc. to Cedar Creek Mines (British Columbia) Inc. Our executive office is located at 4170 Still Creek Drive, Suite 200, Burnaby, B.C., Canada, V5C 6C6. Our telephone number is (604) 320-7877. Our fiscal year end is May 31.

We intend to build our business by acquiring, exploring and developing mineral resource properties in the United States and Canada. We currently own, through our wholly owned subsidiary CCMI, an undivided 100% interest in four mineral claims located near the Similkameen Valley, 25 kilometers south of Keremeos, British Columbia (the “Leamington Property”). CCMI acquired our interest in the Leamington Property pursuant to a purchase agreement with Mr. Ron Schneider dated June 25, 2008. In consideration for this interest, we paid Mr. Schneider approximately $2,914. Our specific exploration plan for the Leamington Property, along with information regarding its location, accessibility, geology and history, is available under the headings “Item 1 - Business” and “Item 2 - Properties” in our Form 10-K filed on EDGAR on September 13, 2010, and which is incorporated herein by reference.

Our project is at the exploration stage and there is no guarantee that any of our mineral claims contain a commercially viable ore body. We have not presently determined if the Leamington Property contains mineral reserves that are economically recoverable, and we must complete an exploration program on the claims before we can make such a determination. We will require additional financing to carry out any exploration program, and there is no guarantee that we will be able to secure the necessary funds to do so.

We have only recently begun operations. We have not generated any revenues from our business activities and we do not expect to generate revenues for the foreseeable future. For the next 12 months we plan to spend approximately $347,200 to maintain our operations, carry out the first phase of an exploration program on the Leamington Property and acquire interests in other exploration stage properties in Canada and the United States. Since our inception, we have incurred operational losses.

Plan of Operations

Our registered independent auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next 12 months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we locate mineral deposits and begin removing and selling minerals. There is no assurance we will ever reach this point. Accordingly, we must raise cash from sources other than the sale of minerals found on the property and any other acquired properties. Thus, cash must be raised from other sources. Our only other source for cash at this time is investments by others in the Company. We must raise cash to implement our project and stay in business.

Our exploration target is to find mineral bodies containing precious metals. Our success depends upon finding mineralized material. This will require a determination by a geological consultant as to whether any of our mineral properties currently owned and intended to be acquired contains reserves. Mineralized material is a mineralized body, which has been delineated by appropriate spaced drilling or underground sampling to support sufficient tonnage and average grade of minerals to justify removal. If we don't find mineralized material or we cannot remove mineralized material, 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 lose your investment.

In addition, we may not have enough money to complete our exploration of our Leamington Property in British Columbia, Canada, or any newly acquired properties. If it turns out that we have not raised enough money to complete our anticipated exploration program, we will try to raise additional funds from equity or debt financing. At the present time, we are in the process of attempting to raise additional money through equity financing and there is no assurance that we will raise additional money in the future. If we require additional money and are unable to raise it, we will have to suspend or cease operations.

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

Before mineral retrieval can begin, we must explore for and find mineralized material. After that has occurred we have to determine if it is economically feasible to remove the mineralized material. Economically feasible means that the costs associated with the removal of the mineralized material will not exceed the price at which we can sell the mineralized material. We can't predict what that will be until we find mineralized material.

We do not claim to have any minerals or reserves whatsoever at this time on any of our current properties.

If we are unable to complete any phase of exploration because we do not have enough money, we will cease operations until we raise more money. If we cannot or do not raise more money, we will cease operations. If we are required to cease operations, we will investigate all other opportunities to maintain shareholder value.

We do not intend to hire additional employees at this time. All of the work to be conducted on any newly acquired properties will be conducted by unaffiliated independent contractors that we will hire. The independent contractors will be responsible for surveying, geology, engineering, exploration, and excavation. The geologists will evaluate the information derived from the exploration and excavation and the engineers will advise us on the economic feasibility of removing the mineralized material.

Liquidity and Capital Resources

As of February 28, 2011, we had total current assets of $2,743 and total assets of $2,743. Our total current assets as of February 28, 2011 are comprised of cash in the amount of $2,743. Our total current liabilities as of February 28, 2011 were $107,722 represented by accounts payable of $59,220, accrued liabilities of $7,985 and due to related party of $40,517. As a result, on February 28, 2011, we had a working capital deficiency of $104,979.

Operating activities used $361,260 in cash for the period from inception (April 3, 2008) to February 28, 2011. Our net loss of $435,318 was the primary component of our negative operating cash flow. Investing activities for the period from inception (April 3, 2008) to February 28, 2011, provided $80,830 from the acquisition of the subsidiary. Net cash flows provided by financing activities for the period from inception (April 3, 2008) to February 28, 2011 was $283,173 represented as proceeds from the sale of our common stock of $155,900, subscriptions received for the purchase of our common stock of $87,256 and advances from related party of $40,017.

As of the date of this quarterly report, we have yet to generate any revenues.

Results of Operation

Three Month Period Ended February 28, 2011

Management fees: Management fees were $7,500 and $7,500 for the three months ended February 28, 2011 and 2010, respectively. These fees were paid pursuant to a management agreement between the Company and the President of the Company dated April 3, 2008, pursuant to which the President of the Company provides management services to the Company in consideration for $2,500 per month.

General and administrative fees: General and administrative expenses were $9,463 and $6,838 for the three months ended February 28, 2011 and 2010, respectively. General and administrative expenses increased for the three month period ended February 28, 2011, as the Company was more active during this period and had additional regulatory filings.

Professional fees: Professional fees were $9,435 and $14,684 for the three months ended February 28, 2011 and 2010, respectively. The decrease in professional fees was a result of a decrease in professional services provided to the Company during the three month period ended February 28, 2011.

Net Loss: Net loss was $26,764 and $31,122 for the three months ended February 28, 2011 and 2010, respectively. This decrease in net loss of $4,358 resulted primarily from a decrease in professional fees and mining property costs of the Company during the three months ended February 28, 2011.

Nine Month Period Ended February 28, 2011

Management fees: Management fees were $22,500 and $22,500 for the nine months ended February 28, 2011 and 2010, respectively. These fees were paid pursuant to a management agreement between the Company and the President of the Company dated April 3, 2008, pursuant to which the President of the Company provides management services to the Company in consideration for $2,500 per month.

General and administrative fees: General and administrative expenses were $29,728 and $20,036 for the nine months ended February 28, 2011 and 2010, respectively. General and administrative expenses increased for the nine month period ended February 28, 2011, as the Company was more active during this period and had additional regulatory filings.

Professional fees: Professional fees were $35,045 and $67,598 for the nine months ended February 28, 2011 and 2010, respectively. The decrease in professional fees was a result of a decreased in professional services provided to the Company during the nine month period ended February 28, 2011.

Net Loss: Net loss was $87,639 and $112,234 for the nine months ended February 28, 2011 and 2010, respectively. This decrease in net loss of $24,595 resulted primarily from a decrease in professional fees of the Company during the nine months ended February 28, 2011.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Going Concern

We have not generated any revenues and are dependent upon obtaining outside financing to carry out our operations and pursue any acquisition and exploration activities. If we are unable to raise equity or obtain alternative financing, we may not be able to continue our operations and our business plan may fail. You may lose your entire investment.

If our operations and cash flow improve, we believe that we can continue to operate. However, no assurance can be given that the actions of our executive officers and directors will result in profitable operations or an improvement in our liquidity situation. The threat of our ability to continue as a going concern will cease to exist only when revenues have reached a level able to sustain our business operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company (as defined by §229.10(f)(1)), we are not required to provide the information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered by this report, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. Under the direction of our Chief Executive Officer, we evaluated our disclosure controls and procedures and internal control over financial reporting and concluded that (i) there continue to be material weaknesses in the Company’s internal controls over financial reporting, that the weaknesses constitute a “deficiency” and that this deficiency could result in misstatements of the foregoing accounts and disclosures that could result in a material misstatement to the financial statements for the current period that would not be detected, and (ii) accordingly, our disclosure controls and procedures were not effective as of February 28, 2011.

Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

(1)

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2)

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and Directors of the company; and

(3)

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

February 28, 2011 management assessed the effectiveness of our internal control over financial reporting and concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of February 28, 2011.

Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our Board of Directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

Management’s Remediation Initiatives

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

(1)

we plan to create a position to segregate duties consistent with control objectives and plan to increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us; and

(2)

we plan to appoint one or more outside directors to our Board of Directors who shall be appointed to the audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.

We anticipate that these initiatives will be at least partially, if not fully, implemented by August 31, 2011.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during our fiscal quarter of the period covered by this quarterly report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material, active, or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. In addition, there are no proceedings in which any of our Directors, officers, or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS

As a “smaller reporting company” (as defined by §229.10(f)(1)), we are not required to provide the information required by this Item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On January 13, 2011, we issued 172,000 shares of our common stock to four individuals due to the closing of our private placement at $0.25 per share for total gross proceeds of $43,000. We believe that the issuance of such shares is exempt from registration under Regulation S promulgated under the Securities Act of 1933, as amended (the “Act”), and/or section 4(2) of the Act as the securities were issued to the individuals through offshore transactions which were negotiated and consummated outside of the United States.

The funds received from the closing of the $0.25 private placement mentioned above have been or will be used for general corporate purposes.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. [REMOVED AND RESERVED]

N/A.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

(a)	Exhibit List

31.1

Certificate pursuant to Rule 13a-14(a)

31.2

Certificate pursuant to Rule 13a-14(a)

32.1

Certificate pursuant to 18 U.S.C. §1350

32.2

Certificate pursuant to 18 U.S.C. §1350

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.

	CEDAR CREEK MINES LTD. (Registrant)
Date: April 14, 2011	By: /s/ Guy Brusciano
	Guy Brusciano
	President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director (principal executive officer and principal financial officer)

Cedar Creek Mines Ltd. 10-Q