FORM 10-QSB

                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                             ______________________

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

                  For the Quarterly Period Ended June 30, 2004

                        Commission File Number 333-64840


                        CEDAR MOUNTAIN DISTRIBUTORS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


               Nevada                                    91-2015441
   --------------------------------          ---------------------------------
   (State or other jurisdiction of           (IRS Employer Identification No.)
    incorporation or organization)


                     1236 East Frontier Lane, Olathe, Kansas
                    ----------------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (913) 782-3068
               ---------------------------------------------------
              (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.

                                 [X] Yes [ ] No

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

            Class                       Outstanding as of August 11, 2004
        -------------                   ---------------------------------
        Common Stock                                13,200,000

<PAGE>

                         PART I -- FINANCIAL INFORMATION

Item 1. Financial Statements.
<TABLE>
<CAPTION>
                              CEDAR MOUNTAIN DISTRIBUTORS, INC.
                                CONSOLIDATED BALANCE SHEETS


                                          ASSETS
                                                                     June 30,   December 31,
                                                                       2004         2003
                                                                   (Unaudited)
<S>                                                                 <C>          <C>
Current assets:

      Cash .....................................................    $   2,178    $   5,026
                                                                    ---------    ---------
                 Total current assets ...........................       2,178        5,026
                                                                    ---------    ---------

                                                                    $   2,178        5,026
                                                                    =========    =========

                      LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities:
      Accounts and notes payable:
           Accounts payable .....................................   $   7,595        8,595
           Accrued interest payable..............................       7,353        5,928
           Notes payable, shareholders...........................      31,300       26,300
                                                                    ---------    ---------

                 Total current liabilities ......................      46,248       40,823

Shareholders' deficit:
      Preferred stock, $0.001 par value;
       5,000,000 shares authorized, -0-
       issued and outstanding ...................................        --           --
      Common stock, $0.001 par value,
       50,000,000 shares authorized, 13,200,000
       and 13,200,000 issued and outstanding ....................      13,200       13,200
      Additional paid-in capital ................................     251,219      244,019
      Retained deficit ..........................................    (308,489)    (293,016)
                                                                    ---------    ---------
                   Total shareholders' deficit...................     (44,070)     (35,797)
                                                                    ---------    ---------
                                                                    $   2,178        5,026
                                                                    =========    =========



                   See accompanying notes to consolidated financial statements

                                                2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                        CEDAR MOUNTAIN DISTRIBUTORS, INC.
                CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

                                                            For the Quarter Ended
                                                                    June 30,
                                                        -----------------------------
                                                            2004             2003
                                                        ------------     ------------
<S>                                                     <C>              <C>
Sales ..................................                $          -     $        544

Cost of sales ..........................                           -              435
                                                        ------------     ------------
            Gross profit ...............                           -              109
                                                        ------------     ------------

Operating Expenses .....................                       5,773           13,142
                                                        ------------     ------------
            Loss from operations .......                      (5,773)         (13,033)

Interest (expense) .....................                        (783)            (613)
                                                        ------------     ------------
            Net loss ...................                $     (6,556)    $    (13,646)
                                                        ============     ============

Basic loss per common share ............                $      (0.00)    $      (0.00)
                                                        ============     ============

Basic weighted average shares outstanding...              13,200,000        3,200,000
                                                        ============     ============


             See accompanying notes to consolidated financial statements

                                          3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                        CEDAR MOUNTAIN DISTRIBUTORS, INC.
                CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

                                                          For the Six Months Ended
                                                                   June 30,
                                                        -----------------------------
                                                            2004             2003
                                                        ------------     ------------
<S>                                                     <C>              <C>
Sales ..................................                $          -     $        944

Cost of sales ..........................                           -              722
                                                        ------------     ------------
            Gross profit ...............                           -              222
                                                        ------------     ------------

Operating Expenses .....................                      14,048           21,349
                                                        ------------     ------------
            Loss from operations .......                     (14,048)         (21,127)

Interest (expense) .....................                      (1,425)          (1,176)
                                                        ------------     ------------
            Net loss ...................                $    (15,473)    $    (22,303)
                                                        ============     ============

Basic loss per common share ............                $      (0.00)    $      (0.01)
                                                        ============     ============

Basic weighted average shares outstanding...              13,200,000        3,200,000
                                                        ============     ============



           See accompanying notes to consolidated financial statements

                                       4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                        CEDAR MOUNTAIN DISTRIBUTORS, INC.
                CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)


                                                              For the Six Months Ended
                                                                      June 30,
                                                               ----------------------
                                                                  2004        2003
                                                               ---------    ---------
<S>                                                            <C>          <C>
Cash flows from operating activities:

      Net loss .............................................   $ (15,473)   $ (22,303)
      Adjustments to reconcile net loss to
      net cash used in operating activities:
           Contribution of Services ........................       7,200        7,200
                                                               ---------    ---------
                                                                  (8,273)     (15,103)

      Changes in current assets and liabilities:
           Accounts receivable, inventory
             and other current assets ......................      (1,000)       2,019
           Accounts payable and accrued expenses ...........       1,425        2,005
                                                               ---------    ---------
              Net cash flow (used in) operating activities .      (7,848)     (11,079)
                                                               ---------    ---------


Cash flows from financing activities:
      Offering costs incurred ..............................        --           --
      Proceeds from Notes Payable - Shareholders............       5,000        2,500
                                                               ---------    ---------
              Net cash flow provided by financing activities       5,000        2,500
                                                               ---------    ---------

Net change in cash .........................................      (2,848)      (8,579)

Cash at beginning of period ................................       5,026        9,840
                                                               ---------    ---------

              Cash at end of period ........................   $   2,178    $   1,261
                                                               =========    =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
      Cash paid during the period for:
           Interest ........................................   $       -    $       -
                                                               =========    =========
           Income taxes ....................................   $       -    $       -
                                                               =========    =========



              See accompanying notes to consolidated financial statements

                                       5
</TABLE>
<PAGE>

                        CEDAR MOUNTAIN DISTRIBUTORS, INC.
                    NOTES TO FINANCIAL STATEMENTS (Unaudited)
                             JUNE 30, 2004 AND 2003



1.       Interim Reporting - BASIS OF PRESENTATION

         Summary of issuer's significant accounting policies are incorporated by
         reference to the Company's annual report on Form 10-KSB dated December
         31, 2003.

         The accompanying unaudited financial statements have been prepared in
         accordance with generally accepted accounting principles and with Form
         10-QSB requirements. 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
         management, all adjustments considered necessary for a fair
         presentation have been included. Operating results for the six month
         period ended June 30, 2004, are not necessarily indicative of the
         results that may be expected for the year ended December 31, 2004.

2.       Related Party Transactions

         During the three and six month periods ended June 30, 2004 and 2003,
         the Company utilized the services, furniture, equipment, and facilities
         of an officer and director of the subsidiary of the Company, valued at
         $1,200 each month. These services have been reflected as an operating
         expense and with a corresponding charge to additional paid in capital
         in the accompanying consolidated financial statements.

         During the six month periods ended June 30, 2004 and 2003, the sole
         officer and director of the Company's subsidiary advanced $5,000 and
         $2,500, respectively, to the Company. The amount owed to the
         officer/director was $31,300 at June 30, 2004. Notes payable for this
         amount carry a ten percent interest rate and are due on demand.
         Interest expense on the notes totaled $1,425 and $1,176 for the six
         month periods ended June 30, 2004 and 2003, respectively. Accrued
         interest payable on the notes totaled $7,353 as of June 30, 2004.

3.       Income Taxes

         The Company records its income taxes in accordance with Statement of
         Financial Accounting Standard No. 109, "Accounting for Income Taxes".
         The Company incurred net operating losses during the periods shown on
         the condensed financial statements resulting in a deferred tax asset,
         which was fully allowed for, therefore the net benefit and expense
         result in $0 income taxes.

                                       6
<PAGE>

Item 2. Management's Discussion and Analysis or Plan of Operation.

         The following discussion and analysis provides information which
management believes is relevant to an assessment and understanding of the
Company's consolidated results of operations and financial condition. The
discussion should be read in conjunction with the consolidated financial
statements and notes thereto.

Financial Position

         The Company had $2,178 in cash as of June 30, 2004. As of June 30,
2004, the Company's working capital (deficit) was ($44,070) and current
liabilities were $46,248.

         The Company has experienced net losses during the last two fiscal
years, has had no significant revenues during such period and has a significant
working capital deficit. During the past two fiscal years the Company has very
limited operations. In light of these circumstances, the ability of the Company
to continue as a going concern is significantly in doubt. The attached financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

Three and Six Months Ended June 30, 2004 and 2003

         For the three and six months ended June 30, 2004, the Company had no
revenues or cost of net product sales compared to revenues of $544 and $944,
respectively, and cost of sales of $435 and $722, respectively, for the
comparable periods from the prior year. Operating expenses were $5,773 and
$14,048 during the three and six months ended June 30, 2004, resulting in losses
from operations of $5,773 and $14,048, respectively, compared to operating
expenses of $13,142 and $21,349, respectively, and losses from operations of
$13,033 and $21,127, respectively, for the comparable periods from the prior
year. The Company essentially discontinued operations during 2003 due to the
lack of availability of the Company's sole employee. Expenses are substantially
legal and accounting costs and services contributed by a shareholder and
officer. A higher level of operations and promotion activities is expected if
additional funding is achieved.

Liquidity and Capital Resources

         On June 30, 2004, the Company had total current assets of $2,178, and
total current liabilities of $46,248, resulting in a net working capital
(deficit) of ($44,070) compared to a net working capital deficit of $35,797 at
December 31, 2003. Of the liabilities, $38,653 is owed to a shareholder and
officer. Net cash used in operating activities for the six months ended June 30,
2004 was $7,848, compared to $11,079 for the six months ended June 30, 2003. Net
cash provided by financing activities for the six months ended June 30, 2004 was
$5,000, compared to $2,500 for the six months ended June 30, 2003, representing
proceeds of notes payable to shareholders.

         The Company does not have any commitments for significant capital or
operating expenditures above their current levels and believes it has sufficient
cash resources to maintain its operations at the current restricted level but
will need to obtain additional funding to execute its business plan and expand
its operations for the year ending December 31, 2004.

         Our auditors included an explanatory paragraph in their opinion on our
financial statements for the year ended December 31, 2003, to state that our
losses since inception and our net capital deficit at December 31, 2003 raise
substantial doubt about our ability to continue as a going concern. Our ability
to continue as a going concern is dependent upon raising additional capital and
achieving profitable operations. We cannot assure you that our plan of operation
will be successful in addressing this issue.

Employees

         The Company currently has no full time employees, but the president
devotes time to this business as resources allow.

                                       7
<PAGE>

Off-Balance Sheet Arrangements

         The Company does not have any 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.

Critical Accounting Policies

         Due to the lack of current operations and limited business activities,
the Company does not have any accounting policies that it believes are critical
to facilitate an investor's understanding of the Company's financial and
operating status.

Recent Accounting Pronouncements

         The Company has not adopted any new accounting policies that would have
a material impact on the Company's financial condition, changes in financial
conditions or results of operations.

Forward-Looking Statements

         When used in this Form 10-QSB or other filings by the Company with the
Securities and Exchange Commission, in the Company's press releases or other
public or shareholder communications, or in oral statements made with the
approval of an authorized officer of the Company's executive officers, the words
or phrases "would be", "will allow", "intends to", "will likely result", "are
expected to", "will continue", "is anticipated", "estimate", "project", or
similar expressions are intended to identify "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995.

         The Company cautions readers not to place undue reliance on any
forward-looking statements, which speak only as of the date made, and advises
readers that forward-looking statements involve various risks and uncertainties.
The Company does not undertake, and specifically disclaims any obligation to
update any forward-looking statements to reflect occurrences or unanticipated
events or circumstances after the date of such statement.

Item 3. Controls and Procedures

         The Company has evaluated, with the participation of the Company's
Chief Executive Officer and Chief Financial Officer, the effectiveness of the
design and operation of the Company's disclosure controls and procedures as of
June 30, 2004 pursuant to Exchange Act Rule 15d-15. Based upon that evaluation,
the Chief Executive Officer and Chief Financial Officer concluded that the
Company's disclosure controls and procedures are effective in timely alerting
them to material information relating to the Company required to be included in
the Company's periodic SEC filings. There have been no significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation.

                                       8
<PAGE>

                          PART II -- OTHER INFORMATION

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

         (a)
                                INDEX TO EXHIBITS

         EXHIBIT
           NO.                       DESCRIPTION OF EXHIBIT
         -------                     ----------------------

         3(i).1   Restated Articles of Incorporation (Incorporated by reference
                  to Exhibit 3.2 of the Company's Registration Statement on Form
                  SB-2 filed July 10, 2001 (File No. 333-64840))

         3(ii).2  Restated Bylaws (Incorporated by reference to Exhibit 3.3 of
                  the Company's Registration Statement on Form SB-2 filed July
                  10, 2001 (File No. 333-64840))

         31.1     Certification pursuant to Section 302 of the Sarbanes-Oxley
                  Act of 2002

         31.2     Certification pursuant to Section 302 of the Sarbanes-Oxley
                  Act of 2002

         32.1     Certification pursuant to 18 U.S.C. Section 1350, as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

         (b) Reports on Form 8-K:

         None.

                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                            CEDAR MOUNTAIN DISTRIBUTORS, INC.
                                            (Registrant)



Date: August 17, 2004                       By /s/ Brenda Hall
                                              --------------------------------
                                              Brenda Hall
                                              President, CEO, CFO and Secretary

                                       9