UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





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





For the
fiscal year ended May
31, 2010.


or





 ̈
            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:         333-16052




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
                      (Address
      of principal executive offices)
                    V5C 6C6
                      (Zip
      Code)
 
 (604)
320-7877
 (Registrant’s
telephone number, including area code)




Securities
registered under Section 12 (b) of the Exchange
Act:  None





Securities
registered under Section 12 (g) of the Exchange
Act:  None





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


 ̈
Yes        x
No





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.


 ̈
Yes        x
No





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





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





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.


x





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





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter.  969,000 shares X $0.00 per share = $0.00.





APPLICABLE
ONLY TO REGISTRANTS 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 REGISTRANTS)





Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date.  51,297,026 shares of common
stock as of August 31, 2010.





Table
of Contents





USE
      OF NAMES
                
                3CAUTIONARY
      STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
                
                3Part
      I
                
                4Item
      1. Business
                
                4Item
      1A. Risk Factors
                
                11Item
      2. Properties
                
                11Item
      3. Legal Proceedings
                
                14Item
      4. [Removed and Reserved]
                
                14Part
      II
                
                14Item
      5. Market For Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                
                14Item
      6. Selected Financial Data
                
                17Item
      7. Management’s Discussion and Analysis of Financial Condition and Results
      of Operations
                
                17Item
      8. Financial Statements and Supplementary Data
                
                20Item
      9. Changes in and Disagreements with Accountants on Accounting and
      Financial Disclosure
                
                21Item
      9A. Controls and Procedures
                
                21Item
      9B. Other Information
                
                23Part
      III
                
                23Item
      10. Directors, Executive Officers, and Corporate
Governance
                
                23Item
      11. Executive Compensation
                
                26Item
      12. Security Ownership Of Certain Beneficial Owners And Management And
      Related Stockholder Matters
                
                27Item
      13. Certain Relationships And Related Transactions, and Director
      independence
                
                28Item
      14. Principal Accountant Fees And Services
                
                29Part
      IV
                
                30Item
      15. Exhibits, Financial Statements
                
                30SIGNATURES
                
                31Exhibit
      Index
                
                32




2


USE
OF NAMES





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





CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS





This
annual report on Form 10-K 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 annual 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 annual 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:





·
            risks
      and uncertainties relating to the interpretation of drill results, the
      geology, grade and continuity of mineral
  deposits;




·
            results
      of initial feasibility, pre-feasibility and feasibility studies, and the
      possibility that future exploration, development or mining results will
      not be consistent with our
expectations;




·
            mining
      and development risks, including risks related to accidents, equipment
      breakdowns, labour disputes or other unanticipated difficulties with or
      interruptions in production;




·
            the
      potential for delays in exploration or development activities or the
      completion of feasibility studies;




·
            risks
      related to the inherent uncertainty of production and cost estimates and
      the potential for unexpected costs and
expenses;




·
            risks
      related to commodity price
fluctuations;




·
            risks
      related to failure to obtain adequate financing on a timely basis and on
      acceptable terms for our planned exploration and development
      projects;




·
            risks
      related to environmental regulation and
  liability;




·
            political
      and regulatory risks associated with mining development and
      exploration;




·
            dependence
      on key personnel;




·
            competitive
      factors;




·
            general
      economic conditions in the United States and Canada;
  and




·
            other
      risks and uncertainties related to our prospects, properties and business
      strategy.




3




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 annual report.





PART
I





ITEM
1. BUSINESS





Year
of Organization





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 Province of British Columbia, Canada, on April 27, 2007, which we acquired on
May 16, 2008. On February 23, 2010, we changed the name of our subsidiary to
Cedar Creek Mines (British Columbia) Inc.





Corporate
Development and Business





We are an
exploration stage corporation.  An exploration stage corporation is
one engaged in the search for mineral deposits or reserves which are not in
either the development or production stage.





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 the following three mineral
claims located near the Similkameen Valley, 25 kilometers south of Keremeos,
British Columbia (the “Leamington Property”):





BC Tenure Number
                
                Tenure Type
                
                Claim Name
                
                Expiry Date
                
                Area
                  (hectares)551027
                
                Mineral
                
                Leamington
                
                February
      2, 2011
                
                21.162573730
                
                Mineral
                
                SIS
                
                January
      14, 2011
                
                42.318585595
                
                Mineral
                
                GUY
                
                June
      2, 2011
                
                317.416





CCMI
acquired our interest in the original four claims 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. These claims require
annual payments of approximately $2,200 to keep them in good
standing.  However, CCMI currently only has an interest in the three
above mentioned claims as the mineral claim named “Sisters” having BC Tenure
Number 573664 expired on January 13, 2010 as the annual payment was not made on
such claim, and therefore, such claim has been automatically forfeited back to
the Province of British Columbia.


4





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 our 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 intend to explore primarily for precious
metals, but we may explore for other minerals if our claims or any properties in
which we acquire an interest displays signs that such minerals may be
discoverable.





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.
Accordingly, there is uncertainty about our ability to continue to operate. If
we cease our operations, you may lose your entire investment in our common
stock.  There are also many factors, described in detail elsewhere in
this Annual Report under the heading "Risk Factors,” which may adversely affect
our ability to begin and sustain profitable operations.





Over the
next 12 months we intend to hire a geologist, land specialist and engineer,
either on a part-time basis or as independent contractors, in order to meet the
technical requirements associated with exploring and developing an exploration
stage mineral property. We are searching for qualified and experienced personnel
but we have not yet identified any particular individuals to fill these roles.
There is no guarantee that we will be able to attract and retain qualified
personnel, and our failure to do so may cause us to go out of
business.





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.  Since our inception, we have incurred operational
losses, and we have been issued a going concern opinion by our
auditors.





For the
next 12 months we intend to:





·
            carry
      out Phase I of our exploration program on the Leamington
      Property;





·
            develop
      a website;





·
            complete
      private and/or public financing to cover the cost of acquiring interests
      in additional mineral properties;
and





·
            retain
      a geologist, land specialist and engineer to assist us in developing our
      business.





Our
planned operation and exploration expenditures over the next 12 months are
summarized as follows:


5





Description
                    
                    Potential
                      Completion Date
                    
                    Estimated
                      Expenses
                      ($)Complete
      Phase I of our exploration program on the Leamington
    Property
                    
                    July
      2011
                    
                    
                    175,000Annual
      fee to maintain the Leamington Property
                    
                    12
      months
                    
                    
                    2,200Retain
      a geologist, land specialist and engineer on a part-time basis or as
      independent contractors
                    
                    12
      months
                    
                    
                    20,000Management
      fees
                    
                    12
      months
                    
                    
                    30,000Professional
      fees (legal, accounting and auditing fees)
                    
                    12
      months
                    
                    
                    100,000Travel
      and promotional expenses
                    
                    12
      months
                    
                    
                    10,000General
      and administrative expenses
                    
                    12
      months
                    
                    
                    10,000Total
                    
                    
                    
                    
                    347,200





The
second phase of our program is expected to consist of further mapping and
sampling, a comprehensive drill program and the staking of new mineral
claims.  We expect this phase to cost approximately $200,000, however,
we do not expect Phase II of our exploration program to occur over the next 12
months.





Our
general and administrative expenses for the next twelve months will consist
primarily of transfer agent fees, investor relations expenses and general office
expenses.  The professional fees are related to our regulatory filings
throughout the year.





Based on
our planned expenditures, we will require funds of approximately $347,200 to
proceed with our business plan over the next 12 months.  If we secure
less than the full amount of financing that we require, we will not be able to
carry out our complete business plan and we will be forced to proceed with a
scaled back business plan tailored to our available financial
resources.





We
anticipate that we will incur substantial losses for the foreseeable
future.  Even if we carry out our planned exploration program on the
Leamington Property, there is no guarantee that the property will contain
commercially exploitable mineral resources.  Our exploration
activities will be directed by Guy Brusciano, our President, Chief Executive
Officer, Chief Financial Officer, Principal Accounting Officer, Treasurer and a
director of the Company, who will also supervise our planned acquisition
activities and manage our operations.





We intend
to raise our cash requirements for the next 12 months through the sale of our
equity securities in private placements, through shareholder loans, or possibly
through a registered public offering (either self-underwritten or through a
broker-dealer).  If we are unsuccessful in raising enough money
through such capital-raising efforts, we may review other financing
possibilities such as bank loans.  At this time we do not have a
commitment from any broker-dealer to provide us with financing.  There
is no assurance that any financing will be available to us or if available, on
terms that will be acceptable to us.  We intend to negotiate with our
management and consultants to pay parts of their salaries and fees with stock
and stock options instead of cash.


6


Even
though we plan to raise capital through equity or debt financing, we believe
that the latter may not be a viable alternative for funding our operations as we
do not have tangible assets to secure any such financing.  We
anticipate that additional funding will be in the form of equity financing from
the sale of our common stock.  However, we do not have any financing
arranged and we cannot provide any assurance that we will be able to raise
sufficient funds from the sale of our common stock to fund our operations or
planned exploration activities.  In the absence of such financing, we
will not be able to acquire additional mineral properties or carry out a
preliminary exploration program on an acquired property.  Even if we
are successful in obtaining equity financing to fund our operations and
exploration activities, there is no assurance that we will obtain the funding
necessary to pursue any advanced exploration of future properties following the
completion of preliminary exploration.  If we do not continue to
obtain additional financing, we may be forced to abandon our business plan or
any property interests in our possession.





Modifications
to our plans will be based on many factors, including the results of our
exploration activities, the assessment of data, weather conditions, exploration
costs, the price of any minerals we discover and available
capital.  Further, the extent to which we carry out our exploration
activities is dependent upon the amount of financing available to
us.





We may
consider entering into joint ventures or other strategic arrangements to provide
the funding required to pursue the advanced exploration of our current and
future properties.  If we enter into a joint venture arrangement, we
would likely have to assign a percentage of our interest in any project to our
joint venture partner(s).  The assignment of this interest would be
conditional upon the contribution of capital by the joint venture partner(s) to
enable the advanced exploration activities on the properties to
proceed.  There is no guarantee that any third party would enter into
a joint venture agreement with us in order to fund the exploration component of
any potential project.





Principal
Products





At this
time we do not have any product for sale as we are in the beginning stages of
our exploration of the Leamington Property.





Market
for Minerals





If we are
able to extract minerals from the Leamington property or any other property we
may acquire in the future, we will need to develop a marketing strategy to sell
them. Available wholesale purchasers of minerals and precious metals exist in
North America and throughout the world. Historically, the markets for minerals
and precious metals are liquid and volatile. Wholesale purchase prices can be
affected by a number of factors, all of which are beyond our control, including
but not limited to:





·
            fluctuation
      in the supply of, demand and market price for
  minerals;


·
            the
      mining activities of others;


·
            the
      sale or purchase of certain precious metals by central banks and for
      investment purposes by individuals and financial
    institutions;


·
            interest
      rates;


·
            currency
      exchange rates;


·
            inflation
      or deflation; and


·
            the
      political and economic conditions in major mineral-producing
      countries.





If we are
able to locate minerals that are of economic grade in sufficient quantities to
justify their removal, we may seek additional capital through equity or debt
financing to build a mine and processing facility, find another entity to mine
our claims on our behalf or as a joint venture, or sell our rights to mine the
minerals. Any ore we mine would need to be processed through a series of steps
to produce a rough concentrate. This rough concentrate must then be sold to
refiners and smelters for the value of the minerals that it contains, less the
cost of further concentrating, refining and smelting. Refiners and smelters then
sell the refined minerals on the open market through brokers who work for
wholesalers. Based upon the current demand for minerals, we believe that we will
not have any difficulty selling any minerals that we may recover. However, we
have not presently located any mineral reserves, and there is no assurance that
we will find any economically viable reserves of minerals in the
future.


7




Competition





We are a
new and unestablished company and have a weak competitive position in the
mineral exploration industry. We compete with other mineral exploration
companies who are actively seeking to acquire mineral properties throughout the
world together with the equipment, labor and materials required to operate on
those properties.





Many of
the mineral exploration companies with which we compete for financing and for
the acquisition of new mineral properties have greater financial and technical
resources than those available to us.  Accordingly, these competitors
may be able to spend greater amounts on acquiring properties of merit or
exploring and developing their mineral properties. In addition, they may be able
to afford increased geological expertise to more accurately target and explore
potential mineral properties. These advantages could enable our competitors to
acquire properties of greater quality and interest to prospective investors who
may choose to finance their additional exploration and development. Such
competition could adversely impact our ability to attain the financing necessary
for us to acquire further mineral properties or explore or develop our current
or future mineral properties.





We
compete with other mineral exploration companies for financing from a limited
number of investors that are prepared to invest in such companies. The presence
of competing mineral exploration companies may impact our ability to raise
additional capital in order to fund our acquisition or exploration activities if
investors perceive that investments in our competitors are more attractive based
on the merit of their mineral properties or the price of the investment
opportunity. We must also compete with other mineral companies for available
resources, including, but not limited to, professional geologists, camp staff,
helicopters, float planes, mineral exploration supplies and drill
rigs.





In the
face of such competition, we may not be successful in acquiring, exploring or
developing profitable mineral properties, and we cannot give any assurance that
suitable mineral properties will be available for our acquisition, exploration
or development. Despite this, we hope to compete successfully in the mineral
exploration industry by:





·
            keeping
      our costs low; and


·
            using
      our size to our advantage by adapting quickly to changing market
      conditions or responding swiftly to potential
    opportunities.





Legislation
and Government Regulations





Different
Canadian provinces use different procedures to regulate mining activities. For
example, in British Columbia each potential mineral explorer must submit a
permit application for all mechanized surface exploration that includes
information about the mineral title, the operator, the program of work and the
proposed reclamation plan. For minimal surface disturbance in a non-sensitive
area, a letter permit may be issued by a district inspector of the Ministry of
Energy, Mines and Petroleum Resources (the “Ministry”). If a mechanized work
program is contemplated, the district inspector must participate in a
consultation procedure with other government agencies, following which a permit
may be issued. For exploration in highly sensitive areas, further referrals are
made by the Ministry to, for example, an inter-agency management committee,
other government agencies and public stakeholder groups.


8




Government
Approvals and Recommendations





We must
comply with the provisions of the Mineral Tenure Act
(British Columbia) (the “Mineral Act”), which establishes rules for locating,
posting and working claims, and for reporting work performed on claims. We must
also comply with the Mineral
Exploration Code (British Columbia) (the “MX Code”) which forms Part 9 of
the larger Mine Health, Safety
and Reclamation Code (British Columbia) (the “HSR Code”), which dictates
how and where we can explore for minerals. As part of the HSR Code, the MX Code
is enabled under Section 34 of the Mines Act(British Columbia)
(the “Mines Act”).Compliance with these
rules and regulations will not adversely affect our operations.





In order
to explore for minerals on the Leamington Property we must submit our proposed
exploration program for review. We believe that our exploration program
will be successfully reviewed and that an exploration permit will be issued that
allows us to undertake our planned activities. This exploration permit is the
only permit or license we will require to explore for precious and base minerals
on our mineral claims.





We will
be required to obtain work permits from the Ministry for any exploration work
which results in a physical disturbance to the land. Accordingly, we may be
required to obtain work permits for any exploration work beyond that
contemplated by our exploration program, depending on its complexity and effect
on the environment. The time required to obtain a work permit is
approximately four weeks.  We will incur all necessary consultant expenses
required to prepare the permit submissions to the Ministry. We will be
required by the Mines Act to undertake remediation on any work that results in a
physical disturbance to the land. The costs of such remediation will vary
according to the degree of the physical disturbance. No remediation work is
anticipated as a result of the completion of Phase I of our exploration
program.





We have
budgeted for regulatory compliance costs associated with our proposed
exploration program. As mentioned above, we must sustain the costs of
reclamation and environmental remediation for all exploration and other work we
decide to undertake. We cannot estimate the amount of these costs at this
time since we do not know if, or to what extent, any additional exploration will
be required beyond our planned exploration program. Because we have not
discovered any mineral deposits on our claims, it is impossible to assess the
impact of any capital expenditures on our future earnings or competitive
position.





If we
commence any additional exploration, the costs of obtaining permits and
complying with environmental laws will likely be greater than in our initial
exploration program because the impact on the Leamington Property will likely be
greater. We may be required to conduct an environmental review process
under the Environmental
Assessment Act (British Columbia) if we decide to proceed with any
substantial exploration.  An environmental review is not currently required
under the Environmental
Assessment Act to proceed with our initial exploration program on the
Leamington Property.





We are
also required to pay an annual fee of approximately $2,200 in order to keep the
Leamington Property in good standing with the government of British
Columbia.





Environmental
Law





We are
also subject to the larger HSR Code. This code deals with environmental matters
relating to the exploration and development of mining properties. Its goals are
to protect the environment through a series of regulations affecting health and
safety, archaeological sites and exploration access. We are responsible for
providing a safe working environment, not disrupting archaeological sites, and
conducting our activities in a way that prevents unnecessary damage to the
land.


9




We intend
to secure all necessary exploration permits and, if we conclude that development
is warranted on any claims, will file final plans of operation before we begin
any mining operations. We do not anticipate discharging water into any active
stream, creek, river, lake or any other body of water subject to any
environmental laws or regulations, or disturbing the habitat of any endangered
species. Restoration of any disturbed land will be completed according to law.
All holes, pits and shafts will be sealed upon abandoning the property. It is
difficult to estimate the costs of compliance with environmental laws since the
full nature and extent of our proposed activities cannot be determined until we
begin our exploration program and assess it from an environmental
standpoint.





We are
currently in compliance with the HSR Code and plan to continue complying with
this code. However, compliance with the HSR Code may adversely affect our
business operations in the future.





Exploration
stage companies are not required to comply with environmental matters, except as
they relate to their exploration activities. The only “cost and effect” of
compliance with environmental regulations in British Columbia is returning the
surface of the land to its previous condition upon abandoning the property. We
cannot speculate on those costs in light of our ongoing plans to explore our
claims. When, and if, we are ready to begin drilling, we will notify the British
Columbia Chief Inspector of Mines who will require us to put a bond in place to
provide some assurance that the property will eventually be restored to its
original condition.





Costs
and Effects of Compliance with Environmental Laws





We
currently have no costs to comply with environmental laws concerning our
exploration program.





However,
we would have to sustain the cost of reclamation and environmental remediation
for all work undertaken which causes sufficient surface disturbance to
necessitate reclamation work.  Both reclamation and environmental
remediation refer to putting disturbed ground back as close to its original
state as possible. Other potential pollution or damage must be cleaned-up
and renewed along standard guidelines outlined in the usual permits. 
Reclamation is the process of bringing the land back to a natural state after
completion of exploration activities. Environmental remediation refers to
the physical activity of taking steps to remediate, or remedy, any environmental
damage caused, i.e. refilling trenches after sampling or cleaning up fuel
spills.





Our
initial programs do not require any reclamation or remediation other than minor
clean up and removal of supplies because of minimal disturbance to the
ground. The amount of these costs is not known at this time as we do not
know the extent of the exploration program we will undertake, beyond completion
of the proposed two phases described above.





Research
and Development





We have
not spent any money on research and development activities since our inception.
However, we anticipate that we will incur approximately $175,000 in exploration
expenses over the next 12 months to carry out the first phase of our exploration
program on the Leamington Property. Other than that, we have no current plans to
spend any money on research and development, but that may change if we are
successful in acquiring new property interests.





Employees





As of the
date of this prospectus, we do not have any full-time or part-time employees.
Guy Brusciano, our President, Chief Executive Officer, Chief Financial Officer,
Principal Accounting Officer, Treasurer and a director of the Company, works as
a part-time consultant in the areas of management and business development. Guy
Brusciano currently contributes approximately 30 hours per week to
us.


10




We
currently engage independent contractors in the areas of accounting, legal,
consulting, management and auditing services. We plan to engage independent
contractors in the areas of geological services, marketing, bookkeeping,
investment banking and other services.





Transfer
Agent





We have
engaged Island Stock Transfer of 100 Second Avenue South, Suite 705S, St.
Petersburg, Florida  33701 as our stock transfer agent.





Available
Information





The
Company’s filings with the Securities and Exchange Commission (“SEC”) may be
accessed at the internet address of the SEC, which is http://www.sec.gov.  Also,
the public may read and copy any materials that the Company files with at the
SEC’s Public Reference Room at 100 F Street, N.E., Room 1580 Washington, D.C.
20549.  The public may obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330.





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. PROPERTIES





Our
principal executive office space is located at 4170 Still Creek Drive, Suite
200, Burnaby, B.C., Canada, V5C 6C6. Our telephone number is (604) 320-7877. We
started paying $2,000 per month (which amount is payable every six months) in
June, 2009, for the use of our principal executive office space, which is
approximately 1000 square feet in size.





At the
present time, we do not have any real estate holdings and there are no plans to
acquire any real property interests.





Leamington
Property





Location
and Access





The
Leamington Property is located near the Similkameen Valley, 25 kilometers south
of Keremeos, British Columbia. It consists of approximately 381 hectares and can
be accessed from Highway 3 via Chopaka Road from the west by travelling 1
kilometer up the Roberts Creek logging road. This logging road cuts through the
property.


11











Title





Effective
June 25, 2008, we purchased four unpatented mining claims collectively known as
the Leamington Property from Ron Schneider through our wholly owned subsidiary
Cedar Creek Mines (British Columbia) Inc. Pursuant to the purchase agreement
with Mr. Schneider, we acquired an undivided 100% interest in the Leamington
Property in exchange for $2,914 (CDN $3,000), which consisted of the purchase
price of $2,428 (CDN $2,500) and a service fee of approximately $486 (CDN
$500).





Currently,
the Leamington Property consists of approximately 381 hectares and includes the
following three mineral claims:





BC Tenure Number
                
                Tenure Type
                
                Claim Name
                
                Expiry Date
                
                Area
                  (hectares)551027
                
                Mineral
                
                Leamington
                
                February
      2, 2011
                
                21.162573730
                
                Mineral
                
                SIS
                
                January
      14, 2011
                
                42.318585595
                
                Mineral
                
                GUY
                
                June
      2, 2011
                
                317.416




12





The
mineral claim named “Sisters” that formed part of the Leamington Property having
BC Tenure Number 573664 expired on January 13, 2010 as the annual payment was
not made on such claim, and therefore, such claim has been automatically
forfeited back to the Province of British Columbia.











History
of Operations





The
previous owner of the Leamington Property completed some preliminary trenching
and rock chip sampling on the claims. We are aware of significant activity in
the geological region known as the “Similkameen granodiorite batholith” in which
the Leamington Property is located.  However, we do not have a record
of any other previous operations on the Leamington Property. More details on the
“Similkameen granodiorite batholith” are provided in the “Mineralization”
section below.





Mineralization





The
“Similkameen granodiorite batholith” rock formation, in which the Leamington
Property is located, is situated in the Similkameen region located in the south
central Okanagan area of British Columbia. The Similkameen region rock
formations, largely made up of granite-like rock, stand along the U.S.-Canada
border and were likely created about 300 million years ago during the Mesozoic
Era. These formations have a radius of approximately 40 kilometers and have
historically produced metal oxides and carbonates which have been shown to
contain fairly substantial amounts of platinum group metals such as ruthenium,
rhodium, palladium, osmium, iridium and platinum.


13


ITEM
3. 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
4. [REMOVED AND RESERVED]





Not
applicable.





PART
II





ITEM
5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES





General





We are
authorized to issue 150,000,000 shares of common stock, at a par value of
$0.00001 per share and 50,000,000 shares of preferred stock with a par value of
$0.00001 per share.  As of August 31, 2010, there are 51,297,026
shares of Common Stock issued and outstanding and no preferred shares have been
issued or are outstanding.  The number of record holders of Common
Stock as of August 31, 2010, is approximately 53.





Market
Information





The
Company’s Common Stock is listed on the Over-the-Counter Bulletin Board under
the symbol “CEDA”. The Company’s Common Stock has been listed under this symbol
since June 1, 2010.





The
following historical quotations obtained from online sources reflects the high
and low bids for our Common Stock based on inter-dealer prices, without retail
mark-up, mark-down or commission and may not necessarily represent actual
transactions:




Quarter Ended
                  
                  High ($)
                  
                  
                  Low ($)May
      31, 2010
                  
                  $
                  0.00
                  
                  
                  $
                  0.00




As of
August 31, 2010, the Company’s Common Stock has not yet traded and there is no
price listed for its shares.


14


The SEC
has adopted rules that regulate broker-dealer practices in connection with
transactions in penny stocks.  Penny stocks are generally equity
securities with a price of less than $5.00, other than securities registered on
certain national securities exchanges or quoted on the Nasdaq system, provided
that current price and volume information with respect to transactions in such
securities is provided by the exchange or quotation system and certain other
requirements are met.  The penny stock rules require a broker-dealer,
prior to a transaction in a penny stock, to deliver a standardized risk
disclosure document prepared by the SEC, that: (a) contains a description of the
nature and level of risk in the market for penny stocks in both public offerings
and secondary trading; (b) contains a description of the broker’s or dealer’s
duties to the customer and of the rights and remedies available to the customer
with respect to a violation to such duties or other requirements of securities
laws; (c) contains a brief, clear, narrative description of a dealer market,
including bid and ask prices for penny stocks and the significance of the spread
between the bid and ask price; (d) contains a toll-free telephone number for
inquiries on disciplinary actions; (e) defines significant terms in the
disclosure document or in the conduct of trading in penny stocks; and (f)
contains such other information and is in such form, including language, type,
size and format, as the SEC shall require by rule or regulation.  The
broker-dealer also must provide, prior to effecting any transaction in a penny
stock, the customer with: (a) bid and offer quotations for the penny stock; (b)
the compensation of the broker-dealer and its salesperson in the transaction;
(c) the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the market for
such stock; and (d) monthly account statements showing the market value of each
penny stock held in the customer’s account.  In addition, the penny
stock rules require that prior to a transaction in a penny stock not otherwise
exempt from those rules; the broker-dealer must make a special written
determination that the penny stock is a suitable investment for the purchaser
and receive the purchaser’s written acknowledgement of the receipt of a risk
disclosure statement, a written agreement to transactions involving penny
stocks, and a signed and dated copy of a written suitably
statement.





These
disclosure requirements may have the effect of reducing the trading activity and
price of our common stock.  Therefore, stockholders may have
difficulty selling those securities.





Dividend
Policy





We have
never paid any cash dividends and have no plans to do so in the foreseeable
future.  Our future dividend policy will be determined by our Board of
Directors and will depend upon a number of factors, including our financial
condition and performance, our cash needs and expansion plans, income tax
consequences and the restrictions that applicable laws and other arrangements
they impose.





Securities
Authorized for Issuance Under Equity Compensation Plans





As of the
end of the fiscal year ended May 31, 2010, we do not have any compensation plans
under which equity securities are authorized for issuance.





Recent
Sales of Unregistered Securities





·
            On
      April 4, 2008, we issued an aggregate of 50,000,000 shares of our common
      stock to West Point Capital Inc., a company controlled by Guy Brusciano,
      our President, Chief Executive Officer, Chief Financial Officer, Principal
      Accounting Officer, Treasurer and a director of the Company, at $0.00001
      per share for cash proceeds of $500. These shares were issued without a
      prospectus pursuant to section 4(2) of the Securities
  Act.





·
            On
      April 16, 2008, we issued an aggregate of 6,000 shares of our common stock
      to three non-U.S. investors at $0.25 per share in exchange for cash
      proceeds of $1,500.





·
            On
      May 16, 2008, we issued an aggregate of 71,600 shares of our common stock
      to ten non-U.S. investors at $0.25 per share in exchange for cash proceeds
      of $17,900.





·
            On
      May 16, 2008, we issued an aggregate of 498,400 shares of our common stock
      to ten non-U.S. investors in exchange for 498,400 shares of the common
      stock of Cedar Creek Mines Inc., our wholly owned subsidiary, pursuant to
      share exchange agreements. The 498,400 shares of Cedar Creek Mines Inc.
      were originally purchased for CDN $0.25 per
  share.


15





·
            On
      May 28, 2008, we issued an aggregate of 152,000 shares of our common stock
      to six non-U.S. investors at $0.25 per share in exchange for cash proceeds
      of $38,000. Included in this issuance were 40,000 shares issued to Guy
      Brusciano, our President, Chief Executive Officer, Chief Financial
      Officer, Principal Accounting Officer, Treasurer and a director of the
      Company, at $0.25 per share in exchange for cash proceeds of
      $10,000.





·
            On
      July 21, 2008, we issued an aggregate of 8,000 shares of our common stock
      to five non-U.S. investors at $0.25 per share in exchange for cash
      proceeds of $2,000.





·
            On
      July 31, 2008, we issued an aggregate of 66,000 shares of our common stock
      to three non-U.S. investors at $0.25 per share in exchange for cash
      proceeds of $16,500.





·
            On
      August 11, 2008, we issued 5,000 shares of our common stock to one
      non-U.S. investor at $0.25 per share in exchange for cash proceeds of
      $1,250.





·
            On
      August 15, 2008, we issued 40,000 shares of our common stock to one
      non-U.S. investor at $0.25 per share in exchange for cash proceeds of
      $10,000.





·
            On
      September 4, 2008, we issued 55,000 shares of our common stock to three
      non-U.S. investors at $0.25 per share in exchange for cash proceeds of
      $13,750. Included in this issuance were 20,000 shares issued to Guy
      Brusciano, our President, Chief Executive Officer, Chief Financial
      Officer, Principal Accounting Officer, Treasurer and a director of the
      Company, for cash proceeds of
$5,000.





·
            On
      June 12, 2009, we issued 14,000 shares or our common stock to three
      non-U.S. investors at $0.25 per share in exchange for cash proceeds of
      $3,500.





·
            On
      June 22, 2009, we issued 93,000 shares of our common stock to ten non-U.S.
      investors at $0.25 per share in exchange for cash proceeds of
      $23,250.





·
            On
      June 25, 2009, we issued 4,000 shares of our common stock to one non-U.S.
      investor at $0.25 per share in exchange for cash proceeds of
      $1,000.





·
            On
      July 3, 2009, we issued 42,000 shares of our common stock to three
      non-U.S. investors at $0.25 per share in exchange for cash proceeds of
      $10,500. Included in this issuance were 20,000 shares issued to Guy
      Brusciano, our President, Chief Executive Officer, Chief Financial
      Officer, Principal Accounting Officer, Treasurer and director, for cash
      proceeds of $5,000 and 6,000 shares of common stock issued to Karen
      Brusciano, the spouse of Guy Brusciano, for proceeds of
      $1,500.





·
            On
      July 7, 2010, we issued 242,026 shares of our common stock to three
      individuals due to the closing of our private placement at $0.25 per share
      for total gross proceeds of
$60,506.





Other
than as described above, these shares were issued without a prospectus pursuant
to Regulation S promulgated under the Securities Act of 1933, as
amended.





Purchase
of Equity Securities by the Company and Affiliated Purchasers





Not
applicable.


16




ITEM
6. SELECTED FINANCIAL DATA





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





ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS





You
should read the following plan of operation together with our financial
statements and related notes appearing elsewhere in this annual
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





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” hereinabove.





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, and we have been issued a going
concern opinion by our auditors.





See
“Item 1. Business” for
details of our exploration programs.





Plan
of Operations





We are a
start-up, exploration stage corporation and have not yet generated or realized
any revenues from our business 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.


17




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.





Limited
Operating History; Need for Additional Capital





There is
limited historical financial information about us upon which to base an
evaluation of our performance.  We are an exploration stage
corporation and have not generated any revenues from operations.  We
cannot guarantee we will be successful in our business
operations.  Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources,
possible delays in the exploration of our properties, and possible cost overruns
due to price and cost increases in services.


18


To become
profitable and competitive, we plan to conduct research and exploration of our
properties before we start production of any minerals we may find.  We
are seeking equity financing to provide for the capital required to implement
our research and exploration plans.
 
 We have
no assurance that future financings will be available to us on acceptable
terms.  If financing is not available on satisfactory terms, we may be
unable to continue, develop, or expand our operations. Equity financing could
result in additional dilution to existing shareholders.
 
 Liquidity
and Capital Resources
 
 As of May
31, 2010, we had total current assets of $13,776 and total assets of
$14,200.  Our total current assets as of May 31, 2010 are comprised of
cash in the amount of $13,776.  Our total current liabilities as of
May 31, 2010 were $74,540 represented by accounts payable of $26,062, accrued
liabilities of $17,811 and due to related party of $30,667.  As a
result, on May 31, 2010, we had a working capital deficiency of
$60,764.
 
 Operating
activities used $297,377 in cash for the period from inception (April 3, 2008)
to May 31, 2010.  Our net loss of $347,679 was the primary component
of our negative operating cash flow.  Investing activities for the
period from inception (April 3, 2008) to May 31, 2010, 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 May 31, 2010 was
$230,323 represented as proceeds from the sale of our common stock of $139,650,
subscriptions received for the purchase of our common stock of $60,506 and
advances from related party of $30,167.
 
 As of the
date of this annual report, we have yet to generate any revenues.
 
 Results
of Operation
 
 Fiscal
Year Ended May 31, 2010
 
 Management fees:
Management fees were $30,000 and $30,000 for the fiscal years ended May 31,
2010, and 2009, respectively.
 
 Professional fees:
Professional fees were $75,132 and $54,115 for the fiscal years ended May 31,
2010, and 2009, respectively. The increase in professional fees was related to
the increase in activity and the filing of the Company’s registration statement
as well as periodic reports during the fiscal year ended May 31,
2010.
 
 General and administrative
fees: General and administrative expenses were $25,419 and $49,087 for
the fiscal years ended May 31, 2010, and 2009, respectively.  The
decrease in general and administrative expenses was a result of less travel
expenses in 2010.
 
 Mineral property
expenses: Mineral property expenses were $2,100 and $2,914 for the fiscal
years ended May 31, 2010, and 2009, respectively.
 
 Net Loss: Net loss
was $132,651 and $136,116 for the fiscal years ended May 31, 2010, and 2009,
respectively. This decrease in net loss of $3,465 resulted primarily from a
decrease in general and administrative expenses that was greater than the
increase in professional fees by $2,651 during the fiscal year ended May 31,
2010.
  19
 
 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 Statement
 
 We have
negative working capital, have not yet received revenues from sales of products
or services, and have recurring losses from operations.  Our
continuation as a going concern is dependent upon us attaining and maintaining
profitable operations and raising additional capital.  The financial
statements do not include any adjustment relating to the recovery and
classification of recorded asset amounts or the amount and classification of
liabilities that might be necessary should we discontinue
operations.
 
 Due to
the uncertainty of our ability to meet our current operating expenses and the
capital expenses noted above, in their report on the annual financial statements
for the year ended May 31, 2010, our independent auditors included an
explanatory paragraph regarding substantial doubt about our ability to continue
as a going concern.  Our financial statements contain additional note
disclosures describing the circumstances that lead to this disclosure by our
independent auditors.
 
 The
continuation of our business is dependent upon us raising additional financial
support.  The issuance of additional equity securities by us could
result in a significant dilution in the equity interests of our current
stockholders.  Obtaining commercial loans, assuming those loans would
be available, will increase our liabilities and future cash
commitments.
 
 Critical
Accounting Policies
 
 Our
financial statements are impacted by the accounting policies used and the
estimates and assumptions made by management during their preparation. A
complete summary of these policies is included in Note 2 of the notes to our
financial statements. We have identified below the accounting policies that are
of particular importance in the presentation of our financial position, results
of operations and cash flows, and which require the application of significant
judgment by management.
  ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  20
 
 
 
 
 
 
 
 
 CEDAR
      CREEK MINES LTD.(AN
      EXPLORATION STAGE COMPANY)CONSOLIDATED
      FINANCIAL STATEMENTSMAY
      31, 2010
 
 
 
 
 
 
 
  
  CEDAR
      CREEK MINES LTD.(AN
      EXPLORATION STAGE COMPANY)INDEX
   PAGEREPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                F-2
      – F3CONSOLIDATED
      BALANCE SHEETS
                F-4CONSOLIDATED
      STATEMENTS OF OPERATIONS
                F-5CONSOLIDATED
      STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
                F-6CONSOLIDATED
      STATEMENTS OF CASH FLOWS
                F-7NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS
                F-8
      – F-12
 
  The
accompanying notes are an integral part of these consolidated financial
statements
 
 F-1
  REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To
the Board of Directors
 Cedar
Creek Mines Ltd.
 (A
Development Stage Company)
  We
have audited the accompanying balance sheet of Cedar Creek Mines Ltd. as of May
31, 2010, and the related statements of expenses, cash flows and changes in
stockholders’ deficit for the period from April 3, 2008 (inception) through May
31, 2010. These financial statements are the responsibility of Cedar Creek’s
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
  We
conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United
States).
Those standards require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. Cedar Creek is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. Our audit
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of Cedar
Creek’s internal control over financial reporting. Accordingly, we express no
such opinion. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
  In
our opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Cedar Creek Mines Ltd.,
as of May 31, 2010, and the results of its operations and its cash flows for the
period from April 3, 2008 (inception) through May 31, 2010, in conformity with
accounting principles generally accepted in the United States of
America.
  The
accompanying financial statements have been prepared assuming that Cedar Creek
Mines Ltd. will continue as a going concern. As discussed in Note 3 to the
financial statements, Cedar Creek has suffered losses from operations which
raise substantial doubt about its ability to continue as a going concern.
Management’s plans regarding those matters also are described in Note 3. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
  MALONEBAILEY,
LLP
 www.malone-bailey.com
 Houston,Texas
 September
13,
2010
   The
accompanying notes are an integral part of these consolidated financial
statements
  F-2
  KEMPISTY &
COMPANY
 CERTIFIED PUBLIC ACCOUNTANTS,
P.C.
 
 15 MAIDEN LANE-SUITE 1003-NEW YORK,NY10038- TEL (212) 406-7272 - FAX (212)
513-1930
  REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  Board
of Directors
 Cedar
Creek Mines Ltd.
 (An
exploration stage company)
  We
have audited the accompanying consolidated balance sheets of Cedar Creek Mines
Ltd. (an exploration stage company) as of May 31, 2009 and May 31, 2008 and the
related consolidated statements of operations, changes in stockholders' equity
and cash flows for the year ended May 31, 2009, for the period April 3, 2008
(date of inception) through May 31, 2008 and for the period April 3, 2008 (date
of inception) through May 31, 2009. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
  We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United
States).  Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  The Company is not required at this time, to have, nor
were we engaged to perform, an audit of its internal control over financial
reporting.  Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting.  Accordingly, we express no such opinion.  An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audit provides a reasonable basis
for our opinion.
  In
our opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Cedar Creek Mines Ltd. (an
exploration stage company) as of May 31, 2009 and May 31, 2008 and the results
of its operations and cash flows for the year ended May 31, 2009, for the period
April 3, 2008 (date of inception) through May 31, 2008 and for the period April
3, 2008 (date of inception) through May 31, 2009, are in conformity with
accounting principles generally accepted in the United States of
America.
  The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has no established source of revenue and has incurred an
accumulated loss of $215,028 since inception. This raises substantial doubt
about its ability to continue as a going concern. Management's plans in regards
to these matters are also described in Note 1. The financial statements do not
include any adjustments that might result from outcome of this
uncertainty.
  
  Kempisty
& Company
 Certified
Public Accountants PC
 New
York,New
York
 October
5, 2009
  The
accompanying notes are an integral part of these consolidated financial
statements
  F-3
  Cedar
Creek Mines Ltd.
 (An
Exploration Stage Company)
 Consolidated
Balance Sheets
  May
      31,
                
                
                May
      31,ASSETS
                
                2010
                
                
                2009Current
      AssetsCash
                
                $
                13,776
                
                
                $
                26,406Prepaid
      expenses
                
                
                –
                
                
                
                9,198Total
      Current Assets
                
                
                13,776
                
                
                
                35,604Property
      and Equipment
                
                
                424
                
                
                
                1,061Total
      Assets
                
                $
                14,200
                
                
                $
                36,665LIABILITIES AND
      STOCKHOLDERS' EQUITY (DEFICIT)Current
      LiabilitiesAccounts
      payable
                
                $
                26,062
                
                
                $
                4,340Accrued
      liabilities
                
                
                17,811
                
                
                
                17,381Due
      to related party
                
                
                30,667
                
                
                
                14,639Total
      Current Liabilities
                
                
                74,540
                
                
                
                36,360Stockholders'
      Equity (Deficit)Preferred
      Stock  $0.00001 par value, 50,000,000 sharesAuthorized;
      none issued & outstanding
                
                
                –
                
                
                
                –Common
      stock, $0.00001 par value, 150,000,000 sharesauthorized;
      51,055,000 and 50,902,000 shares outstandingat
      May 31, 2010 and 2009, respectively
                
                
                510
                
                
                
                509Additional
      paid in capital
                
                
                226,323
                
                
                
                188,074Common
      stock subscribed
                
                
                60,506
                
                
                
                26,750Accumulated
      deficit during the exploration stage
                
                
                (347,679
                )
                
                
                (215,028
                )Total
      Stockholders' Equity (Deficit)
                
                
                (60,340
                )
                
                
                305Total
      Liabilities and Stockholders' Equity (Deficit)
                
                $
                14,200
                
                
                $
                36,665
  The
accompanying notes are an integral part of these consolidated financial
statements
  F-4
 
 Cedar
Creek Mines Ltd.
 (An
Exploration Stage Company)
 Consolidated
Statements of Operations
  For
      the PeriodApril
      3,For
      the
                
                
                For
      the
                
                
                2008Year
      Ended
                
                
                Year
      Ended
                
                
                (Inception)
      toMay
      31,
                
                
                May
      31,
                
                
                May
      31,2010
                
                
                2009
                
                
                2010REVENUES
                
                $
                –
                
                
                $
                –
                
                
                $
                –OPERATING
      EXPENSESManagement
      fees
                
                
                30,000
                
                
                
                30,000
                
                
                
                71,315Professional
      fees
                
                
                75,132
                
                
                
                54,115
                
                
                
                185,839General
      and administrative
                
                
                25,419
                
                
                
                49,087
                
                
                
                84,840Incorporation
      cost
                
                
                –
                
                
                
                –
                
                
                
                671Mineral
      property costs
                
                
                2,100
                
                
                
                2,914
                
                
                
                5,014Total
      operating expenses
                
                
                132,651
                
                
                
                136,116
                
                
                
                347,679NET
      LOSS
                
                $
                (132,651
                )
                
                $
                (136,116
                )
                
                $
                (347,679
                )NETLOSS
      PER COMMON SHAREBasic
      and Diluted
                
                
                (0.00
                )
                
                
                (0.00
                )WEIGHTED
      AVERAGE NUMBEROF
      SHARES OUTSTANDING
                
                
                51,045,000
                
                
                
                50,855,000
  The
accompanying notes are an integral part of these consolidated financial
statements
  F-5
 
 Cedar
Creek Mines Ltd.
 (An
Exploration Stage Company)
 Consolidated
Statements of Changes in Stockholders' Equity (Deficit)
 For
the period from April 3, 2008 (Inception) to May 31, 2010
 
 DeficitAccumulatedCommon
      Stock
                
                
                Additional
                
                
                Common
                
                
                During$0.00001
      Par Value
                
                
                Paid
      in
                
                
                Stock
                
                
                ExplorationShares
                
                
                Amount
                
                
                Capital
                
                
                Subscribed
                
                
                Stage
                
                
                TotalInception
      April 3, 2008
                
                
                50,000,000
                
                
                $
                500
                
                
                $
                –
                
                
                $
                –
                
                
                $
                –
                
                
                $
                500April
      16, 2008 – common sharesissued
      for cash at $0.25 per share
                
                
                6,000
                
                
                
                –
                
                
                
                1,500
                
                
                
                –
                
                
                
                –
                
                
                
                1,500May
      16, 2008 – common sharesissued
      for cash at $0.25 per share
                
                
                71,600
                
                
                
                1
                
                
                
                17,899
                
                
                
                –
                
                
                
                –
                
                
                
                17,900May
      16, 2008 – common sharesissued
      to acquire subsidiary
                
                
                498,400
                
                
                
                5
                
                
                
                87,178
                
                
                
                –
                
                
                
                –
                
                
                
                87,183May
      28, 2008 – common sharesissued
      for cash at $0.25 per share
                
                
                152,000
                
                
                
                1
                
                
                
                37,999
                
                
                
                –
                
                
                
                –
                
                
                
                38,000Net
      loss for period April 3, 2008(inception)
      to May 31, 2008
                
                
                –
                
                
                
                –
                
                
                
                –
                
                
                
                –
                
                
                
                (78,912
                )
                
                
                (78,912
                )Balance
      as of May 31, 2008
                
                
                50,728,000
                
                
                
                507
                
                
                
                144,576
                
                
                
                –
                
                
                
                (78,912
                )
                
                
                66,171July
      21, 2008 – common sharesissued
      for cash at $0.25 per share
                
                
                8,000
                
                
                
                –
                
                
                
                2,000
                
                
                
                –
                
                
                
                –
                
                
                
                2,000July
      31, 2008 – common sharesissued
      for cash at $0.25 per share
                
                
                66,000
                
                
                
                1
                
                
                
                16,499
                
                
                
                –
                
                
                
                –
                
                
                
                16,500August
      11, 2008 – common sharesissued
      for cash at $0.25 per share
                
                
                5,000
                
                
                
                –
                
                
                
                1,250
                
                
                
                –
                
                
                
                –
                
                
                
                1,250August
      15, 2008 – common sharesissued
      for cash at $0.25 per share
                
                
                40,000
                
                
                
                –
                
                
                
                10,000
                
                
                
                –
                
                
                
                –
                
                
                
                10,000September
      4, 2008 – common sharesissued
      for cash at $0.25 per share
                
                
                55,000
                
                
                
                1
                
                
                
                13,749
                
                
                
                –
                
                
                
                –
                
                
                
                13,750Common
      stock subscribed
                
                
                –
                
                
                
                –
                
                
                
                –
                
                
                
                26,750
                
                
                
                –
                
                
                
                26,750Net
      loss for year
                
                
                –
                
                
                
                –
                
                
                
                –
                
                
                
                –
                
                
                
                (136,116
                )
                
                
                (136,116
                )Balance
      as of May 31, 2009
                
                
                50,902,000
                
                
                $
                509
                
                
                $
                188,074
                
                
                $
                26,750
                
                
                $
                (215,028
                )
                
                $
                305June
      12, 2009 – common sharesissuance
      of subscribed stock at $0.25 per share
                
                
                14,000
                
                
                
                –
                
                
                
                3,500
                
                
                
                (3,500
                )
                
                
                –
                
                
                
                –June
      22, 2009 – common sharesIssuance
      of subscribed stock at $0.25 per share
                
                
                93,000
                
                
                
                1
                
                
                
                23,249
                
                
                
                (23,250
                )
                
                
                –
                
                
                
                –June
      25, 2009 – common sharesissued
      for cash at $0.25 per share
                
                
                4,000
                
                
                
                –
                
                
                
                1,000
                
                
                
                –
                
                
                
                –
                
                
                
                1,000July
      3, 2009 – common sharesissued
      for cash at $0.25 per share
                
                
                42,000
                
                
                
                –
                
                
                
                10,500
                
                
                
                –
                
                
                
                –
                
                
                
                10,500Common
      stock subscribed
                
                
                –
                
                
                
                –
                
                
                
                –
                
                
                
                60,506
                
                
                
                –
                
                
                
                60,506Net
      loss for year
                
                
                –
                
                
                
                –
                
                
                
                –
                
                
                
                –
                
                
                
                (132,651
                )
                
                
                (132,651
                )Balance
      as of May 31, 2010
                
                
                51,055,000
                
                
                $
                510
                
                
                $
                226,323
                
                
                $
                60,506
                
                
                $
                (347,679
                )
                
                $
                (60,340
                )
  The
accompanying notes are an integral part of these consolidated financial
statements
  F-6
  Cedar
Creek Mines Ltd.
 (An
Exploration Stage Company)
 Consolidated
Statements of Cash Flows
  For
      the PeriodApril
      3,For
      the
                
                
                For
      the
                
                
                2008Year
      Ended
                
                
                Year
      Ended
                
                
                (Inception)
      toMay
      31,
                
                
                May
      31,
                
                
                May
      31,2010
                
                
                2009
                
                
                2010Cash
      flows from operating activitiesNet
      loss
                
                $
                (132,651
                )
                
                $
                (136,116
                )
                
                $
                (347,679
                )Adjustments
      to reconcile net loss tocash
      used by operating activities:Depreciation
                
                
                637
                
                
                
                637
                
                
                
                1,300Changes
      in operating assets and liabilities:Prepaid
      expenses
                
                
                9,198
                
                
                
                (6,698
                )
                
                
                –Accounts
      payable
                
                
                21,722
                
                
                
                (8,394
                )
                
                
                25,591Accrued
      liabilities
                
                
                430
                
                
                
                2,381
                
                
                
                17,811Employee
      advances
                
                
                –
                
                
                
                3,000
                
                
                
                5,600Net
      cash used by operating activities
                
                
                (100,664
                )
                
                
                (145,190
                )
                
                
                (297,377
                )Cash
      flows from investing activitiesAcquisition
      of subsidiary
                
                
                –
                
                
                
                –
                
                
                
                80,830Net
      cash provided by investing activities
                
                
                –
                
                
                
                –
                
                
                
                80,830Cash
      flows from financing activitiesIssuance
      of shares
                
                
                11,500
                
                
                
                43,500
                
                
                
                112,900Common
      stock subscribed
                
                
                60,506
                
                
                
                26,750
                
                
                
                87,256Advances
      from related party
                
                
                16,028
                
                
                
                14,139
                
                
                
                30,167Net
      cash provided by financing activities
                
                
                88,034
                
                
                
                84,389
                
                
                
                230,323Net
      increase (decrease) in cash
                
                
                (12,630
                )
                
                
                (60,801
                )
                
                
                13,776Cash
      and cash equivalents, beginning of period
                
                
                26,406
                
                
                
                87,207
                
                
                
                –Cash
      and cash equivalents, end of period
                
                $
                13,776
                
                
                $
                26,406
                
                
                $
                13,776Supplemental
      DisclosuresInterest
      paid
                
                $
                –
                
                
                $
                –
                
                
                $
                –Income
      tax paid
                
                $
                –
                
                
                $
                –
                
                
                $
                –
  The
accompanying notes are an integral part of these consolidated financial
statements
 F-7
  Cedar
Creek Mines Ltd.
 (An
Exploration Stage Company)
 Notes
to Consolidated Financial Statements
 ■NOTE
1 – NATURE OF BUSINESS
  CEDAR
CREEK MINES LTD. (the “Company”) was incorporated in the State of Delaware on
April 3, 2008. Effective May 16, 2008, the Company acquired all the outstanding
common stock CEDAR CREEK MINES INC. (a British Columbia, Canada Corporation). On
February 23, 2010 the subsidiary changed its name to Cedar Creek Mines (British
Columbia) Inc. The acquisition was accounted for pursuant to Accounting
Standards Codification (“ASC”) 805, Business
Combinations.
  The
Company is an Exploration Stage Company, as defined by ASC 915, Development
Stage Entities. The Company’s principal business is the acquisition and
exploration of mineral resources. The Company has not presently determined
whether its properties contain mineral reserves that are economically
recoverable.
  Reclassifications
  Certain
reclassifications have been made to the prior period’s financial statements to
conform to the current period’s presentation.
  NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  a)
                Basis of
      Presentation
  These
consolidated financial statements and related notes are presented in accordance
with accounting principles generally accepted in the United States, and are
expressed in US dollars. The Company’s fiscal year-end is May 31.
  b)
                Principal of
      Consolidation
  The
consolidated financial statements include the accounts of Cedar Creek Mines Ltd.
and Cedar Creek Mines (British Columbia) Inc., its 100% owned subsidiary. All
significant intercompany balances and transactions have been eliminated in
consolidation.
  c)
                Cash and Cash
      Equivalents
  The
Company considers all highly liquid instruments with maturity of three months or
less at the time of issuance to be cash equivalents.
  d)
                Comprehensive
      Income
  ASC
220, Comprehensive
Income, establishes standards for the reporting and display of
comprehensive income (loss) and its components in the consolidated financial
statements. As at May 31, 2010 and 2009, the Company has no items that represent
a comprehensive loss and, therefore, has not included a schedule of
comprehensive loss in the consolidated financial statements.
  e)
                Use of
      Estimates
  The
preparation of consolidated financial statements in accordance with United
States generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the consolidated financial statements and the
reported amounts of revenue and expenses in the reporting period. The Company
regularly evaluates estimates and assumptions related to donated services and
deferred income tax asset valuations. The Company bases its estimates and
assumptions on current facts, historical experience and various other factors
that it believes to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities and the accrual of costs and expenses that are not readily apparent
from other sources. The actual results experienced by the Company may differ
materially and adversely from the Company’s estimates. To the extent there are
material differences between the estimates and the actual results, future
results of operations will be affected.
  F-8
  Cedar
Creek Mines Ltd.
 (An
Exploration Stage Company)
 Notes
to Consolidated Financial Statements
  NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
  f)
                Basic and Diluted Net
      Income (Loss) Per Share
  The
Company computes net income (loss) per share in accordance with ASC 260, Earnings per
Share. ASC 260 requires presentation of both basic and diluted earnings
per share (EPS) on the face of the income statement. Basic EPS is computed by
dividing net income (loss) available to common shareholders (numerator) by the
weighted average number of shares outstanding (denominator) during the period.
Diluted EPS gives effect to all dilutive potential common shares outstanding
during the period using the treasury stock method and convertible preferred
stock using the if-converted method. In computing Diluted EPS, the average stock
price for the period is used in determining the number of shares assumed to be
purchased from the exercise of stock options or warrants. Diluted EPS excludes
all dilutive potential shares if their effect is anti dilutive. At May 31, 2010
and 2009, the Company has no dilutive potential shares outstanding.
  g)
                Mineral Property
      Costs
  The
Company is primarily engaged in the acquisition, exploration and development of
mineral properties.
  Mineral
property acquisition costs are capitalized when management has determined that
probable future benefits consisting of a contribution to future cash inflows
have been identified and adequate financial resources are available or are
expected to be available as required to meet the terms of property acquisition
and budgeted exploration and development expenditures. Mineral property
acquisition costs are expensed as incurred if the criteria for capitalization
are not met. In the event that a mineral property is acquired through the
issuance of the Company’s shares, the mineral property will be recorded at the
fair value of the respective property or the fair value of common shares,
whichever is more readily determinable.
  Mineral
property exploration costs are expensed as incurred.
  When
mineral properties are acquired under option agreements with future acquisition
payments to be made at the sole discretion of the Company, those future
payments, whether in cash or shares, are recorded only when the Company has made
or is obliged to make the payment or issue the shares. Because option payments
do not meet the definition of tangible property, all option payments are
expensed as incurred.
  When
it has been determined that a mineral property can be economically developed as
a result of establishing proven and probable reserves and pre-feasibility, the
costs incurred to develop such property are capitalized.
  Estimated
future removal and site restoration costs, when determinable are provided over
the life of proven reserves on a units-of-production basis. Costs, which include
production equipment removal and environmental remediation, are estimated each
period by management based on current regulations, actual expenses incurred, and
technology and industry standards. Any charge is included in exploration expense
or the provision for depletion and depreciation during the period and the actual
restoration expenditures are charged to the accumulated provision amounts as
incurred.
  As
of the date of these consolidated financial statements, the Company has incurred
only acquisition and exploration costs which have been expensed.
  h)
                Income
      Taxes
  Potential
benefits of income tax losses are not recognized in the accounts until
realization is more likely than not. The Company has adopted ASC 740, Income
Taxes, as of its inception. Pursuant to ASC 740 the Company is required
to compute tax asset benefits for net operating losses carried forward. The
potential benefits of net operating losses have not been recognized in these
consolidated financial statements because the Company cannot be assured it is
more likely than not it will utilize the net operating losses carried forward in
future years.
  i)
                Financial
      Instruments
  The
Company’s financial instruments consist principally of cash, accounts payable,
and due to related party. Pursuant to ASC 820, Fair Value
Measurements and Disclosures and ASC 825, Financial
Instruments the fair value of the Company’s cash equivalents is
determined based on “Level 1” inputs, which consist of quoted prices in active
markets for identical assets. The Company believes that the recorded values of
all of the Company’s other financial instruments approximate their current fair
values because of their nature and respective relatively short maturity dates or
durations.
  The Company’s operations are in
Canada, which results in exposure to market risks from changes in foreign
currency rates. The financial risk is the risk to the Company’s operations that
arise from fluctuations in foreign exchange ratesand the degree of volatility of
these rates. Currently, the Company does not use derivative instruments to
reduce its exposure to foreign currency risk.
  F-9
  Cedar
Creek Mines Ltd.
 (An
Exploration Stage Company)
 Notes
to Consolidated Financial Statements
  NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
  j)
                Long-Lived
      Assets
  In
accordance with ASC 360, Property, Plant
and Equipment, the Company tests long-lived assets or asset groups for
recoverability when events or changes in circumstances indicate that their
carrying amount may not be recoverable. Circumstances which could trigger a
review include, but are not limited to: significant decreases in the market
price of the asset; significant adverse changes in the business climate or legal
factors; accumulation of costs significantly in excess of the amount originally
expected for the acquisition or construction of the asset; current period cash
flow or operating losses combined with a history of losses or a forecast of
continuing losses associated with the use of the asset; and current expectation
that the asset will more likely than not be sold or disposed significantly
before the end of its estimated useful life.
  Recoverability
is assessed based on the carrying amount of the asset and its fair value which
is generally determined based on the sum of the undiscounted cash flows expected
to result from the use and the eventual disposal of the asset, as well as
specific appraisal in certain instances. An impairment loss is recognized when
the carrying amount is not recoverable and exceeds fair value.
  k
                Foreign Currency
      Translation
  The
Company’s functional and reporting currency is the United States dollar.
Monetary assets and liabilities denominated in foreign currencies are translated
in accordance with ASC 830, Foreign
Currency Translation Matters, using the exchange rate prevailing at the
balance sheet date. Gains and losses arising on settlement of foreign currency
denominated transactions or balances are included in the determination of
income. Foreign currency transactions are primarily undertaken in Canadian
dollars. The Company has not, to the date of these consolidated financials
statements, entered into derivative instruments to offset the impact of foreign
currency fluctuations.
  l)
                Recently Issued
      Accounting Pronouncements
  The
Company has implemented all new accounting pronouncements that are in effect and
that may impact its financial statements and does not believe that there are any
other new accounting pronouncements that have been issued that might have a
material impact on its financial position or results of
operations.
   NOTE
3 – 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 May 31, 2010, the Company has accumulated losses of
$347,679 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
4 – PROPERTY AND EQUIPMENT
  Property
and equipment, consisting of computer equipment, is stated at cost and is
depreciated using the straight-line method over the estimated lives of the
related assets of three years.
  Net
      Carrying ValueCost
                  $
                
                
                Accumulated
                  Depreciation
                  $
                
                
                May
      31,
                  2010
                  $
                
                
                May
      31,
                  2009
                  $Computer
      hardware
                
                
                1,910
                
                
                
                1,486
                
                
                
                424
                
                
                
                1,061
  NOTE
5 – DUE TO RELATED PARTY
  a)
                At
      May 31, 2010, the Company is indebted to its President for $30,667 (2009 -
      $14,639) for expenses paid for on behalf of the Company, which is
      non-interest bearing, unsecured and due on
  demand.
  b)
                During
      the year ended May 31, 2010, the Company expensed $30,000 (2009 - $30,000)
      for management services provided by the President of the Company pursuant
      to the agreement described in Note
8.
  F-10
  Cedar
Creek Mines Ltd.
 (An
Exploration Stage Company)
 Notes
to Consolidated Financial Statements
  NOTE
6 – MINERAL PROPERTY
  On
June 25, 2008, the Company purchased four mineral claims located in British
Columbia, Canada, for $2,914 (CDN $3,000). During the year ended May 31, 2010,
the Company incurred $2,100 in exploration expenses.  However, the
Company currently only has an interest in three mineral claims as the mineral
claim named “Sisters” having BC Tenure Number 573664 expired on January 13, 2010
as the annual payment was not made on such claim, and therefore, such claim has
been automatically forfeited back to the Province of British
Columbia.
  NOTE
7 – COMMON STOCK
  a)
                On
      June 12, 2009, the Company issued 14,000 shares at $0.25 per share under
      Regulation S of the Securities Act of 1933 for cash of $3,500, of which
      $3,500 was included in common stock subscribed at May 31,
      2009.
  b)
                On
      June 22, 2009, the Company issued 93,000 shares at $0.25 per share under
      Reg S for cash of $23,250, of which $23,250 was included in common stock
      subscribed at May 31, 2009.
  c)
                On
      June 25, 2009, the Company issued 4,000 shares at $0.25 per share under
      Reg S for cash of $1,000.
  d)
                On
      July 3, 2009, the Company issued 42,000 shares at $0.25 per share under
      Reg S for cash of $10,500.
  e)
                On
      July 7, 2010, the Company issued 242,026 shares at $0.25 per share for
      cash of $60,506 which was included in common stock subscribed at May 31,
      2010.
  NOTE
8 – PREFERRED STOCK
  The
Company has 50,000,000 shares of preferred stock authorized under its Articles
of Incorporation, and as of May 31, 2010, no preferred stock shares have been
issued. The Board of Directors has the power, without further action by the
Company’s Stockholders, to determine the relative rights, preferences,
privileges and restrictions of the preferred stock, and to issue the preferred
stock in one or more series’ as determined by the Board of Directors. The
designation of rights, preferences, privileges and restrictions could include
preferences as to liquidation, redemption and conversion rights, voting rights,
dividends or other preferences, any of which may be dilutive of the interest of
the Company’s Stockholders of the common stock or the preferred stock of any
other series.
  NOTE
9 – COMMITMENT
  On
April 3, 2008, the Company entered into a Management Agreement with its
President who will provide management services for $2,500 per month. The
agreement may be terminated by either party by providing two months notice.
During the year ended May 31, 2010, the Company expensed $30,000 (2009 -
$30,000) in management fees pursuant to the agreement.
  NOTE
10 – INCOME TAXES
  The
components of the net deferred tax asset at May 31, 2010 and 2009 consist
of:
  May
      31,
                  2010
                
                
                May
      31,
                  2009Net
      operating loss carry-forward
                
                $
                (129,684
                )
                
                $
                (83,576
                )Valuation
      allowance
                
                
                129,684
                
                
                
                83,576Net
      deferred income tax asset
                
                $
                –
                
                
                $
                –
 
 F-11
  Cedar
Creek Mines Ltd.
 (An
Exploration Stage Company)
 Notes
to Consolidated Financial Statements
  NOTE
10 – INCOME TAXES (continued)
  Potential
benefits of income taxes are not recognized in the accounts until realization is
more likely than not. At May 31, 2010, the Company has a net operating loss
carry-forward of $371,320 which expires through fiscal 2030. Pursuant to ASC 740
the Company is required to compute tax asset benefits for net operating losses
carried forward. The potential benefit of net operating losses have not been
recognized in these financial statements because the Company cannot be assured
it is more likely than not it will utilize the net operating losses carried
forward in future years.
  Current
United States income tax laws limit the amount of loss available to be offset
against future taxable income when a substantial change in ownership occurs.
Therefore, the amount available to offset future taxable income may be limited
under IRC 382.
  NOTE
11 – SUBSEQUENT EVENT
  On
July 7, 2010, the Company issued 242,026 common shares at $0.25 per share for
cash of $60,506 which was included in common stock subscribed at May 31,
2010.
 F-12
 
 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
 
 On
January 19, 2010, we dismissed Kempisty & Company Certified Public
Accountants, P.C., our independent registered public accounting firm
(“K&Co”), and appointed MaloneBailey,LLP (“MB”) effective as of
January 1, 2010.  On January 19, 2010, K&Co resigned as our
independent registered public accounting firm and, with the approval of our
Audit Committee of our Board of Directors, MB was engaged as our independent
registered public accounting firm. The company was notified by
K&Co that certain partners and employees of K&Co would be providing
services for MB, which would also be sharing office space with K&Co in its
New York office.
 
 K&Co
performed audit of our consolidated financial statements for the fiscal year
ended May 31, 2009.  K&Co’s report did not contain an adverse
opinion or a disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope, or accounting principles.
 
 During
the fiscal years ended May 31, 2009 and May 31, 2008 and the subsequent interim
period up through the January 19, 2010, there were no (i) disagreements between
us and K&Co on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to its satisfaction, would have caused K&Co to make reference
to the subject matter of such disagreements in connection with its report, or
(ii) “reportable events,” as described in Item 304(a)(1)(v) of Regulation
S-K.
 
 ITEM
9A. 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 period covered by this
report that would not be detected, and (ii) accordingly, our disclosure controls
and procedures were not effective as of May 31, 2010.
  21
 
 Annual
Report of Management on Internal Control Over Financial Reporting
 
 Management
is responsible for establishing and maintaining adequate internal control over
financial reporting to provide reasonable assurance regarding the reliability of
our financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States.  Internal control over financial reporting includes
those policies and procedures that: (i) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Company and our consolidated subsidiaries;
(ii) 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, and that receipts and
expenditures of the Company and our consolidated subsidiaries are being made
only in accordance with authorizations of management and directors of the
Company and our consolidated subsidiaries, as appropriate; and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the assets of the Company and our
consolidated subsidiaries 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.  Also, projections of any evaluations
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.  Accordingly, even an effective system of internal
control over financial reporting will provide only reasonable assurance with
respect to financial statement preparation.
 
 As of May
31, 2010 management, with the participation of our principal executive officer
and principal financial officer, assessed the effectiveness of our internal
control over financial reporting based on the criteria for effective internal
control over financial reporting established in Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") and SEC guidance on conducting such
assessments.  Based on that evaluation, they 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 May 31, 2010.
 
 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.
 
 This
annual report does not include an attestation report of the Company’s registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the Company to provide only management’s report
in this annual report.
 
 Changes
in Internal Control Over Financial Reporting
 
 There
have been no changes in our internal controls over financial reporting that
occurred during our fourth fiscal quarter of the period covered by this annual
report on Form 10-K that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial
reporting.
  22
 
 ITEM
9B. OTHER INFORMATION
 
 Not
applicable.
  PART
III
 
 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
 
 Directors,
Executive Officers and Significant Employees
 
 The
following table sets forth certain information regarding the members of our
Board of Directors, executive officers and our significant employees as of May
31, 2010:
 
 Name
                    
                    Age
                    
                    Positions
      and Offices HeldGuy
      Brusciano(1)
                    
                    53
                    
                    President,
      Chief Executive Officer, Chief Financial Officer, Principal Accounting
      Officer, Treasurer & DirectorAnthony
      William Howland-Rose(2)
                    
                    70
                    
                    Director
 Notes:
 (1)
              Mr.
      Brusciano was appointed as a director and appointed the President, CEO,
      CFO, Principal Accounting Officer and Treasurer of the Company on April 3,
      2008.
 (2)
              Mr.
      Howland-Rose was appointed as a director of the Company on July 7,
      2009.
 
 Family
Relationships
 
 There are
no family relationships between any of the Company’s directors or executive
officers.
 
 Business
Experience
 
 Mr. Guy Brusciano has been our
President, Chief Executive Officer, Chief Financial Officer, Principal
Accounting Officer, Treasurer and a director of the Company since our inception
on April 3, 2008. He has over 19 years of experience in business development and
management. From 1989 to present, Guy Brusciano has been acting as a consultant
doing business as West Point Capital, a business development and venture capital
service provider. In July 2002, Guy Brusciano founded Nano Spider Technology
Inc., a private company incorporated in the Province of British Columbia, and in
April 2007, Guy Brusciano founded Nano Spider Technology Inc., a private company
incorporated in the State of Delaware. Guy Brusciano has been the President,
Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and sole
director of both Nano Spider Technology Inc. companies since their inception.
Both Nano Spider Technology Inc. companies are in the development stage and
intend to participate in the nanotechnology industry by investing and acquiring
technology, applications and equipment. In 2007, Guy Brusciano founded Cedar
Creek Mines Inc. to engage in the acquisition of mineral exploration properties;
this company was eventually acquired by us through a share exchange with its
stockholders. In September, 2008, Guy Brusciano founded and became the
President, CEO and a director of the following private companies: Great Panda
Bear Exploration Inc., a mineral exploration company, Clean Tech Energy Inc, a
company engaged in the development of environmental products, Jetta Water Energy
Wave Corp., a company engaged in the development of electric generators, China
Solutions Corp., an import and export company, West Point Security Ltd., a
company engaged in the provision of security guards, and Beijing China
Investment Trust, an investment fund.
  23
 
 Guy
Brusciano is not currently a director of any other public company or any company
registered as an investment company.
 
 Mr. Anthony William Howland-Rose,MSc, DIC, FGS, FIMMM, FAusIMM, FAIG, MAICD, CEng, has been a director of
the Company since July 7, 2009. Mr. Howland-Rose is a qualified geophysicist
with extensive experience in mining exploration and has contributed to major
discoveries in Australia including the Mt. Windara and South Mt. Keith nickel
deposit in Western Australia, the Elura lead zinc deposit in New South Wales and
the Sandy Flat Redbank Copper Project in the Northern Territory McArthur River
Basin. From January, 1994, to April, 2008, Mr. Howland-Rose acted as Executive
Chairman of Allegiance Resources NL (a company formerly listed on the ASX which
was acquired by Zinifex Australia Limited, a wholly owned subsidiary of Oxiana
Limited) where he was involved in the Avebury nickel discovery (1998), drilling
work, completing a feasibility study and arranging equity and Bank financing.
Mr. Howland-Rose was awarded the 2007 Prospector of the Year award of Allegiance
Resources NL for the Avebury Nickel Discovery in Tasmania. From April, 2008, to
present, Mr. Howland-Rose has been involved in family business managing family
assets. Mr. Howland-Rose earned his Bachelor of Science (Hons) in Geology from
Queen’s University of Belfast in 1962 and his Master of Science in Applied
Geophysics from London University in 1966.
 
 Mr.
Howland-Rose is not currently an officer or director of any other public company
or any company registered as an investment company.
 
 Involvement
in Certain Legal Proceedings
 
 Except as
disclosed below, we are not aware of any material legal proceedings that have
occurred within the past five years concerning any director, director nominee,
or control person which involved a criminal conviction, a pending criminal
proceeding, a pending or concluded administrative or civil proceeding limiting
one’s participation in the securities or banking industries, or a finding of
securities or commodities law violations.
 
 Mr. Guy
Brusciano, our President, Chief Executive Officer, Chief Financial Officer,
Treasurer, Principal Accounting Officer and a director was charged with two
counts of assault with a weapon contrary to section 267(a) of the Canadian
Criminal Code. On December 11, 2008, Guy Brusciano plead guilty at trial to a
single charge of assault with a weapon for which the Provincial Court of British
Columbia adjudged that Guy Brusciano pay CDN $50.00 and receive a suspended
sentence and probation order of eighteen (18) months. This event with Guy
Brusciano does not prevent or impair his ability to serve us in his current
capacity.
 
 Section
16(a) Beneficial Ownership Reporting Compliance
 
 Our
officers, directors and shareholders owning greater than ten percent of our
shares are not required to comply with Section 16(a) of the Securities Exchange
Act of 1934 because we do not have a class of securities registered under
Section 12 of the Securities Exchange Act of 1934.
 
 Code
of Ethics
 
 As of May
31, 2010, we had not adopted a Code of Ethics for Financial Executives, which
would include our principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions.
  24
  Audit
Committee
 
 At the
present time, the Company’s audit committee consists of all the members of our
Board of Directors (Messrs. Guy Brusciano and Anthony
Howland-Rose).  Mr. Howland-Rose is the sole independent member of
this committee.  We currently do not have nominating, compensation
committees or committees performing similar functions.  There has not
been any defined policy or procedure requirements for shareholders to submit
recommendations or nomination for directors.
 
 Audit
Committee Financial Expert
 
 Our Board
of Directors has determined that it does not have a member of its audit
committee that qualifies as an audit committee financial expert.
 
 We
believe that the members of our Board of Directors are collectively capable of
analyzing and evaluating our financial statements and understanding internal
controls and procedures for financial reporting.  In addition, we
believe that retaining an independent director who would qualify as an "audit
committee financial expert" would be overly costly and burdensome and is not
warranted in our circumstances given the early stages of our development and the
fact that we have not generated any revenues to date.
 
 Nomination
Committee
 
 At the
present time, we do not have a nomination committee.  We intend to
adopt a nomination committee in the future.
 
 When
evaluating director nominees, our directors consider the following
factors:
 
 ·
              the
      appropriate size of our Board of
Directors;
 ·
              our
      needs with respect to the particular talents and experience of our
      directors;
 ·
              the
      knowledge, skills and experience of nominees, including experience in
      finance, administration or public service, in light of prevailing business
      conditions and the knowledge, skills and experience already possessed by
      other members of the Board;
 ·
              experience
      in political affairs;
 ·
              experience
      with accounting rules and practices;
and
 ·
              the
      desire to balance the benefit of continuity with the periodic injection of
      the fresh perspective provided by new Board
  members.
 
 Our goal
is to assemble a Board that brings together a variety of perspectives and skills
derived from high quality business and professional experience.  In
doing so, the Board will also consider candidates with appropriate non-business
backgrounds.
 
 Other
than the foregoing, there are no stated minimum criteria for director nominees,
although the Board may also consider such other factors as it may deem are in
our best interests as well as our stockholders.  In addition, the
Board identifies nominees by first evaluating the current members of the Board
willing to continue in service.  Current members of the Board with
skills and experience that are relevant to our business and who are willing to
continue in service are considered for re-nomination.  If any member
of the Board does not wish to continue in service or if the Board decides not to
re-nominate a member for re-election, the Board then identifies the desired
skills and experience of a new nominee in light of the criteria
above.  Current members of the Board are polled for suggestions as to
individuals meeting the criteria described above.  The Board may also
engage in research to identify qualified individuals.  To date, we
have not engaged third parties to identify or evaluate or assist in identifying
potential nominees, although we reserve the right in the future to retain a
third party search firm, if necessary.  The Board does not typically
consider shareholder nominees because it believes that its current nomination
process is sufficient to identify directors who serve our best
interests.
  25
 
 ITEM
11. EXECUTIVE COMPENSATION
 
 In this
item, “Named Executive Officer” means:
 
 (i)
              all
      individuals serving as the Company’s principal executive officer or acting
      in a similar capacity during the last completed fiscal year (“PEO”),
      regardless of compensation level
 
 (ii)
              the
      Company’s two most highly compensated executive officers other than the
      PEO who were serving as executive officers at the end of the last
      completed fiscal year and whose total compensation exceeds $100,000;
      and
 
 (iii)
              up
      to two additional individuals for whom disclosure would have been provided
      pursuant to paragraph (ii) but for the fact that the individual was not
      serving as an executive officer of the Company at the end of the last
      completed fiscal year.
 
 Summary
Compensation Table
 
 The
following table contains disclosure of all plan and non-plan compensation
awarded to, earned by, or paid to the Company’s Named Executive Officers by any
person for all services rendered in all capacities to the Company and its
subsidiaries during the Company’s fiscal years completed May 31, 2010, 2009 and
2008:
 
 Name and
                                                                    principal
                                                                    position
                                                                  
                                                                  Year
                                                                  
                                                                  Salary
                                                                    ($)
                                                                  
                                                                  
                                                                  
                                                                  Bonus
                                                                    ($)
                                                                  
                                                                  
                                                                  Stock
                                                                    awards
                                                                    ($)
                                                                  
                                                                  
                                                                  Option
                                                                    awards
                                                                    ($)
                                                                  
                                                                  
                                                                  Nonequity
                                                                    incentive
                                                                    plan
                                                                    compensation
                                                                    ($)
                                                                  
                                                                  
                                                                  Nonqualified
                                                                    deferred
                                                                    compensation
                                                                    earnings
                                                                    ($)
                                                                  
                                                                  
                                                                  All other
                                                                    compensation
                                                                    ($)
                                                                  
                                                                  Total
                                                                    ($)(a)
                                                                  
                                                                  (b)
                                                                  
                                                                  (c)
                                                                  
                                                                  
                                                                  
                                                                  (d)
                                                                  
                                                                  
                                                                  (e)
                                                                  
                                                                  
                                                                  (f)
                                                                  
                                                                  
                                                                  (g)
                                                                  
                                                                  
                                                                  (h)
                                                                  
                                                                  
                                                                  (i)
                                                                  
                                                                  (j)Guy
      Brusciano
                                                                  
                                                                  2010(1)
                                                                  
                                                                  $
                                                                  30,000
                                                                  (3)
                                                                  
                                                                  $
                                                                  Nil
                                                                  
                                                                  $
                                                                  Nil
                                                                  
                                                                  $
                                                                  Nil
                                                                  
                                                                  $
                                                                  Nil
                                                                  
                                                                  $
                                                                  Nil
                                                                  
                                                                  $
                                                                  Nil
                                                                  
                                                                  $
                                                                  30,000President, CEO,
      CFO,
                                                                  
                                                                  2009(1)
                                                                  
                                                                  $
                                                                  30,000
                                                                  (3)
                                                                  
                                                                  $
                                                                  Nil
                                                                  
                                                                  $
                                                                  Nil
                                                                  
                                                                  $
                                                                  Nil
                                                                  
                                                                  $
                                                                  Nil
                                                                  
                                                                  $
                                                                  Nil
                                                                  
                                                                  $
                                                                  Nil
                                                                  
                                                                  $
                                                                  30,000PAO, Treasurer,
      Director
                                                                  
                                                                  2008(2)
                                                                  
                                                                  $
                                                                  5,000
                                                                  (3)
                                                                  
                                                                  $
                                                                  2,189
                                                                  
                                                                  $
                                                                  Nil
                                                                  
                                                                  $
                                                                  Nil
                                                                  
                                                                  $
                                                                  Nil
                                                                  
                                                                  $
                                                                  Nil
                                                                  
                                                                  $
                                                                  Nil
                                                                  
                                                                  $
                                                                  7,189
 Notes:
 (1)
              Year
      ended May 31.
 (2)
              From
      our inception on April 3, 2008 to May 31,
2008.
 (3)
              Paid
      as management fees.
 
 Narrative
Disclosure to the Summary Compensation Table
 
 On April
3, 2008, we entered into a management agreement with Guy Brusciano whereby we
engaged Guy Brusciano as our President, Chief Executive Officer, Chief Financial
Officer, Principal Accounting Officer, Treasurer and Secretary (Guy Brusciano
subsequently resigned as our Secretary). In exchange for his services, we agreed
to pay Guy Brusciano a monthly salary of $2,500, and to compensate him with
options at the discretion of our Board of Directors. The agreement may be
terminated on two months notice by either us or Guy Brusciano.
  26
 
 Outstanding
Equity Awards at Fiscal Year-End
 
 We did
not grant any options or stock appreciation rights to our named executive
officers or directors from our inception on April 3, 2008, to May 31,
2010.
 
 Retirement
Benefits and Change of Control
 
 There are
no arrangements or plans in which we provide pension, retirement or similar
benefits to our directors or executive officers. We have no material bonus or
profit sharing plans pursuant to which cash or non-cash compensation is or may
be paid to our directors or executive officers, except that stock options may be
granted at the discretion of our Board of Directors or a committee
thereof.
 
 Director
Compensation
 
 The
following table discloses the compensation of the directors of the Company for
the Company’s fiscal year ended May 31, 2010 (unless already disclosed
above):
  Name
                                        
                                        Fees
                                          earned or
                                          paid in
                                          cash
                                          ($)
                                        
                                        
                                        Stock
                                          awards
                                          ($)
                                        
                                        
                                        Option
                                          awards
                                          ($)
                                        
                                        
                                        Non-equity
                                          incentive plan
                                          compensation
                                          ($)
                                        
                                        
                                        Nonqualified
                                          deferred
                                          compensation
                                          earnings
                                          ($)
                                        
                                        
                                        All other
                                          compensation
                                          ($)
                                        
                                        
                                        Total
                                          ($)(a)
                                        
                                        (b)
                                        
                                        
                                        (c)
                                        
                                        
                                        (d)
                                        
                                        
                                        (e)
                                        
                                        
                                        (f)
                                        
                                        
                                        (g)
                                        
                                        
                                        (h)Guy
      Brusciano
                                        
                                        
                                        See
      above
                                        
                                        
                                        
                                        See
      above
                                        
                                        
                                        
                                        See
      above
                                        
                                        
                                        
                                        See
      above
                                        
                                        
                                        
                                        See
      above
                                        
                                        
                                        
                                        See
      above
                                        
                                        
                                        
                                        See
      aboveAnthony
      William Howland-Rose
                                        
                                        
                                        Nil
                                        
                                        
                                        
                                        Nil
                                        
                                        
                                        
                                        Nil
                                        
                                        
                                        
                                        Nil
                                        
                                        
                                        
                                        Nil
                                        
                                        
                                        
                                        Nil
                                        
                                        
                                        
                                        Nil
  Narrative
Disclosure to the Director Compensation Table
 
 We do not
pay any compensation to our directors at this time.  However, we
reserve the right to compensate our directors in the future with cash, stock,
options, or some combination of the foregoing.
  ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
 
 The
following table sets forth information as of August 31, 2010 (the “Determination
Date”), with respect to the Company’s directors, Named Executive Officers, and
each person who is known by the Company to own beneficially, more than five
percent (5%) of the Company’s Common Stock, and with respect to shares owned
beneficially by all of the Company’s directors and executive officers as a
group.  Common Stock not outstanding but deemed beneficially owned by
virtue of the right of an individual to acquire shares within 60 days is treated
as outstanding only when determining the amount and percentage of Common Stock
owned by such individual.  Except as noted, each person or entity has
sole voting and sole investment power with respect to the shares
shown.
 
 As of the
Determination Date, there are 51,297,026 shares of Common Stock issued and
outstanding.
  27
 
 Name and Address of
                                Beneficial Owner
                              
                              Position
                              
                              Amount and Nature of
                                Beneficial Ownership *
                              
                              
                              Percent of
                                Common Stock(1)Guy
      Brusciano
                                c/o
      4170 Still Creek Drive,
                                Suite
      200, Burnaby, BC,
                                Canada  V5C
      6C6
                              
                              President,
      CEO, CFO, Principal Accounting Officer, Treasurer and
    Director
                              
                              
                              50,086,000
                              (2)
                              
                              
                              97.6
                              %Anthony
      William Howland-Rose
                                130
      Fullers Road
                                Sydney,
      NSW, Australia  2007
                              
                              Director
                              
                              Nil
                              
                              
                              Nil
                              %Directors
      and Executive Officers as a group (2 persons)
                              
                              
                              
                              
                              50,086,000
                              
                              
                              
                              97.6
                              %
 Notes:
 (1)
              Beneficial
      ownership of Common Stock has been determined for this purpose in
      accordance with Rule 13d-3 under the Exchange Act, under which a person is
      deemed to be the beneficial owner of securities if such person has or
      shares voting power or investment power with respect to such securities,
      has the right to acquire beneficial ownership within 60 days or acquires
      such securities with the purpose or effect of changing or influencing the
      control of the Company.
 (2)
              This
      figure includes 50,000,000 shares held by West Point Capital Inc., a
      company over which Guy Brusciano has sole voting and investment control,
      80,000 shares are held directly by Guy Brusciano and 6,000 shares are held
      by Karen Brusciano, Guy Brusciano’s
spouse.
 
 Securities
Authorized for Issuance Under Equity Compensation Plans
 
 We do not
have any equity compensation plans.
 
 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
 
 There are
no transactions, since the beginning of the Company’s fiscal year ended May 31,
2010, or any currently proposed transaction, in which the Company was or is to
be a participant and the amount involved exceeds $120,000 or one percent of the
average of the Company’s total assets at year end for the last two fiscal years,
and in which any related person had or will have a direct or indirect material
interest except as follows:
 
 On April
4, 2008, we issued 50,000,000 shares of our common stock at $0.00001 per share
to West Point Capital Inc. in exchange for cash proceeds of $500. West Point
Capital Inc. is a company over which Guy Brusciano, our President, Chief
Executive Officer, Chief Financial Officer, Principal Accounting Officer,
Treasurer and a director of the Company, has sole voting and investment
control.
 
 On May
28, 2008, we issued 40,000 shares of our common stock at $0.25 per share to Guy
Brusciano, our President, Chief Executive Officer, Chief Financial Officer,
Principal Accounting Officer, Treasurer and a director of the Company, for cash
proceeds of $10,000.
 
 On
September 4, 2008, we issued 20,000 shares of our common stock at $0.25 per
share to Guy Brusciano, our President, Chief Executive Officer, Chief Financial
Officer, Principal Accounting Officer, Treasurer and a director of the Company,
for cash proceeds of $5,000.
  28
 
 On June
22, 2009, we issued 12,000 shares of our common stock at $0.25 per share to
Matthew Brusciano, our Secretary (non-executive officer), for cash proceeds of
$3,000.
 
 On July
3, 2009 we issued 20,000 shares of our common stock at $0.25 per share to Guy
Brusciano, our President, Chief Executive Officer, Chief Financial Officer,
Principal Accounting Officer, Treasurer and a director of the Company, for cash
proceeds of $5,000 and we issued 6,000 shares of our common stock at $0.25 per
share to Karen Brusciano, Guy Brusciano’s spouse.
 
 As of May
31, 2010, we were indebted $30,667 (2009 - $14,639) to Guy Brusciano, our
President, Chief Executive Officer, Chief Financial Officer, Principal
Accounting Officer, Treasurer and a director of the Company, for expenditures
paid on our behalf. This amount is unsecured, non-interest bearing and due on
demand.
 
 From
inception (April 3, 2008) up to May 31, 2010, we have expensed a total of
$71,315, which includes a bonus payment of $2,189, to Guy Brusciano, our
President, Chief Executive Officer, Chief Financial Officer, Principal
Accounting Officer, Treasurer and a director of the Company, for management
services pursuant to a management agreement dated April 3,
2008.  Pursuant to this agreement, Guy Brusciano is to provide
management services to the Company in consideration of $2,500 per
month.
 
 Director
Independence
 
 As of the
date of this annual report, our common stock is listed for trading on the OTC
Bulletin Board (the “OTCBB”). The OTCBB does not impose on us standards relating
to director independence or the makeup of committees with independent directors,
or provide definitions of independence.  However, under the definition
of “Independent Director” as set forth in the NYSE AMEX Company Guide Section
8.03A, we currently have one of our two directors that would qualify as an
independent director under the definition in the AMEX Company
Guide.
 
 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
 The
following table discloses the fees billed by our auditor in connection with the
audit of the Company’s annual financial statements for the years ended May 31,
2010, and 2009.
 
 Financial
                                  Statements for
                                  Year Ended
                                  December 31
                                
                                Audit Fees(1)
                                
                                Audit Related
                                  Fees(2)
                                
                                Tax Fees(3)
                                
                                All Other Fees(4)2010
                                
                                $
                                10,000
                                
                                Nil
                                
                                Nil
                                
                                Nil2009
                                
                                $
                                8,000
                                
                                Nil
                                
                                Nil
                                
                                Nil
 Notes:
 (1)
              The
      aggregate fees billed for the fiscal year for professional services
      rendered by the principal accountant for the audit of the Company’s annual
      financial statements and review of financial statements included in the
      Company’s Form 10-Qs or services that are normally provided by the
      accountant in connection with statutory and regulatory engagements for
      that fiscal years.
 (2)
              The
      aggregate fees billed in the fiscal year for assurance and related
      services by the principal accountants that are reasonably related to the
      performance of the audit or review of the Company’s financial statements
      and are not reported in Note 1.
 (3)
              The
      aggregate fees billed in the fiscal year for professional services
      rendered by the principal accountant for tax compliance, tax advice, and
      tax planning.
 (4)
              The
      aggregate fees billed in the fiscal year for the products and services
      provided by the principal accountant, other than the services reported in
      Notes (1), (2) and (3).
  29
  Audit
Committee’s Pre-Approval Practice
 
 Section
10A(i) of the Securities Exchange Act of 1934, as amended, prohibits our
auditors from performing audit services for us as well as any services not
considered to be audit services unless such services are pre-approved by our
audit committee or, in cases where no such committee exists, by our board of
directors (in lieu of an audit committee) or unless the services meet certain de
minimis standards.
  PART
IV
  ITEM
15. EXHIBITS, FINANCIAL STATEMENTS
  Exhibits
  Exhibit
      No.
              
              Description
      of Exhibit3.1(1)
              
              Certificate
      of Incorporation.3.2(1)
              
              Bylaws.10.1(1)
              
              Form
      of Share Exchange Agreement with shareholders of Cedar Creek Mines
      Inc.10.2(1)
              
              Management
      Agreement with Guy Brusciano, dated April 3, 200810.3(1)
              
              Purchase
      Agreement between Cedar Creek Mines Inc. and Ron Schneider, dated June 25,
      200831.1
              
              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. Section 135032.2
              
              Certificate
      pursuant to 18 U.S.C. Section 135099.1(1)
              
              Form
      of Subscription Agreement related to Regulation S private
      placements99.2(1)
              
              Share
      Subscription Agreement with West Point Capital Inc. dated April 4,
      200899.3(1)
              
              Share
      Subscription Agreement with Guy Brusciano dated May 28,
    200899.4(1)
              
              Share
      Subscription Agreement with Guy Brusciano dated September 4,
      200899.5(1)
              
              Share
      Subscription Agreement with Matthew Brusciano dated June 22,
      200999.6(1)
              
              Share
      Subscription Agreement with Guy Brusciano dated July 3,
    2009
 
 Notes:
 (1)
              Previously
      filed as an exhibit to our Registration Statement on Form S-1 filed on
      July 31, 2009, and incorporated herein by
  reference.
  30
  SIGNATURES
 
 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized on this 13th day of
September, 2010.
 CEDAR
      CREEK MINES LTD.
                      (Registrant)By:
                    /s/
      Guy BruscianoGuy
      BruscianoPresident,
      Chief Executive Officer and
                      Director
                      (Principal
      Executive Officer and
                      Principal
      Financial
Officer)
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Company and in the
capacities and on the dates indicated:
 
 Signature
                      
                      Title
                      
                      Date/s/
      Guy Brusciano
                      
                      President,
      CEO, CFO, Principal
                      
                      September
      13, 2010Guy
      Brusciano
                      
                      Accounting
      Officer, Treasurer and
                        Director/s/
      Anthony Howland-Rose
                      
                      Director
                      
                      September
      13, 2010Anthony
      William Howland-Rose
  31
  EXHIBIT
INDEX
 
 Exhibit
      #
              
              
              
              Page#31.1
              
              Certificate
      pursuant to Rule 13a-14(a).
              
              3331.2
              
              Certificate
      pursuant to Rule 13a-14(a).
              
              3532.1
              
              Certificate
      pursuant to 18 U.S.C. Section 1350.
              
              3732.2
              
              Certificate
      pursuant to 18 U.S.C. Section 1350.
              
              38
  32