============================================================================================

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB



|[X]   | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 
|----- | ----------------------------------------------------------------------------------------
|      | FOR THE QUARTERLY PERIOD ENDED October 31, 2005                                         
|      |                                                                                         
|      | OR                                                                                      
|      |                                                                                         
|[   ] | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|      | For the transition period from to                                                       

Commission file number 000-51308

ADERA MINES LIMITED



|Nevada                                                         | 98-0427221                       
|-------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.)

1020 Harwood Street
Suite 1201
Vancouver, British Columbia
Canada V6E 4R1
(Address of principal executive offices, including zip code.)

(604) 716-1675
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [   ]

As of December 14, 2005, the Company had 5,831,570 shares of common stock outstanding.

The Registrant is a Shell Company. Yes [   ]   No [X]

============================================================================================





---

PART I.

ITEM 1. - FINANCIAL STATEMENTS

Adera Mines Limited
(An Exploration Stage Company)

October 31, 2005



|                                  | Index
|--------------------------------- | -----
|                                 
|Balance Sheets                    | F-1  
|                                 
|Statements of Operations          | F-2  
|                                 
|Statements of Cash Flows          | F-3  
|                                 
|Notes to the Financial Statements | F-4  



























-2-

---



|Adera Mines Limited                                 
|----------------------------------------------------
|(An Exploration Stage Company)                      
|Balance Sheets                                      
|(expressed in U.S. dollars)                         
|                                                    
|                                                    
|                                                    
|                                                    
|ASSETS                                              
|                                                    
|Current Assets                                      
|                                                    
|Cash                                                
|                                                    
|Total Current Assets                                
|                                                    
|Property and Equipment (Note 4)                     
|                                                    
|Total Assets                                        
|                                                    
|                                                    
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)      
|                                                    
|Current Liabilities                                 
|                                                    
|Accounts payable                                    
|Accrued liabilities                                 
|Due to related parties (Note 5)                     
|                                                    
|Total Liabilities                                   
|                                                    
|                                                    
|                                                    
|Stockholders' Equity (Deficit)                      
|                                                    
|Common Stock (Note 6)                               
|                                                    
|                                                    
|                                                    
|Additional Paid-In Capital                          
|                                                    
|Donated Capital (Note 5)                            
|                                                    
|Deficit Accumulated During the Exploration Stage    
|                                                    
|Total Stockholders' Equity (Deficit)                
|                                                    
|Total Liabilities and Stockholders' Equity (Deficit)
|                                                    





The accompanying notes are an integral part of these financial statements
F-1

-3-

---



|Adera Mines Limited           
|------------------------------
|(An Exploration Stage Company)
|Statements of Operations      
|(expressed in U.S. dollars)   
|(unaudited)                   
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|Revenue                       
|                              
|                              
|Expenses                      
|                              
|Depreciation                  
|General and administrative    
|(Note 5)                      
|Mineral property costs        
|Rent (Note 5)                 
|                              
|Total Expenses                
|                              
|Net Loss for the Period       
|                              
|                              
|Net Loss Per Share - Basic    
|and Diluted                   
|                              
|                              
|Weighted Average Shares       
|Outstanding                   
|                              











The accompanying notes are an integral part of these financial statements
F-2

-4-

---



|Adera Mines Limited                                                       
|--------------------------------------------------------------------------
|(An Exploration Stage Company)                                            
|Statements of Cash Flows                                                  
|(expressed in U.S. dollars)                                               
|(unaudited)                                                               
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|Operating Activities                                                      
|                                                                          
|Net loss for the period                                                   
|                                                                          
|Adjustments to reconcile net loss to net cash used in operating activities
|                                                                          
|Depreciation                                                              
|Donated consulting services and rent                                      
|                                                                          
|Changes in operating assets and liabilities                               
|                                                                          
|Accounts payable                                                          
|Accrued liabilities                                                       
|Due to related parties                                                    
|                                                                          
|Net Cash Used in Operating Activities                                     
|                                                                          
|Investing Activities                                                      
|                                                                          
|Purchase of property and equipment                                        
|                                                                          
|Net Cash Provided by Investing Activities                                 
|                                                                          
|Financing Activities                                                      
|                                                                          
|Proceeds from issuance of common stock                                    
|                                                                          
|Net Cash Provided by Financing Activities                                 
|                                                                          
|Net Increase in Cash                                                      
|                                                                          
|Cash - Beginning of Period                                                
|                                                                          
|Cash - End of Period                                                      
|                                                                          
|                                                                          
|Non-cash Investing and Financing Activities                               
|                                                                          
|                                                                          
|Supplemental Disclosures:                                                 
|                                                                          
|Interest paid                                                             
|Income taxes paid                                                         
|                                                                          

The accompanying notes are an integral part of these financial statements
F-3

-5-

---



|1. | Exploration Stage Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | The Company was incorporated in the State of Nevada on December 30, 2003. In January 2004, the Company purchased one mineral claim situated in the Lillooet Mining Division in the Province of British Columbia, Canada. The Company is an Exploration Stage Company, as defined by Statement of Financial Accounting Standard ("SFAS") No.7 "Accounting and Reporting by Development Stage Enterprises". The Company's principal business plan is to acquire, explore and develop mineral properties and to ultimately seek earnings by exploiting the mineral claims.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   | The Company has been in the exploration stage since its formation in December 2003 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition, exploration and development of mining properties. Upon location of a commercial mineable reserve, the Company will actively prepare the site for extraction and enter a development stage. At present, management devotes most of its activities to raise sufficient funds to further explore and develop its mineral properties. Planned principal activities have not yet begun. The ability of the Company to emerge from the exploration stage with respect to any planned principal business activity is dependent upon its successful efforts to raise additional equity financing and generate significant revenue. Management has plans to seek additional capital through a private placement and public offering of its common stock. At October 31, 2005, the company had working capital of $5,269, and has accumulated losses of $79,449 since inception. During the nine month period ended October 31, 2005, the Company sold 831,570 shares of common stock at a price of $0.10 per share pursuant to an SB2 Registration Statement for proceeds of $83,157 before issue costs. There is no guarantee that the proceeds raised by the Company will be sufficient to complete any of the above objectives. These factors raise substantial doubt regarding the Company's ability to continue as a going concern.
|  
|2. | Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|   | e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

F-4

-6-

---



|2. | Summary of Significant Accounting Policies (continued)
|-- | ------------------------------------------------------
|  
|   | f)                                                    
|   |                                                       
|  
|   | g)                                                    
|   |                                                       
|  
|   | h)                                                    
|   |                                                       
|  
|   | i)                                                    
|   |                                                       
|  
|   | j)                                                    
|   |                                                       
|  
|   | k)                                                    
|   |                                                       
|  
|   |                                                       

F-5

-7-

---



|2. | Summary of Significant Accounting Policies (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | k)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   | l)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   | m)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|3. | Mineral Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | In January 2004, the Company, through its President and director, acquired 100% of the rights, title and interest in a mining claim representing 18 units in the Lillooet Mining Division in the Province of British Columbia, Canada. Payment of $1,562 was required to record this mining claim and was paid as to 50% each by the President and the Secretary of the Company. The President of the Company will transfer title to a subsidiary corporation to be formed by the Company if mineral material is discovered on the mining claim. British Columbia mining claims can only be held by British Columbia residents (individuals or corporations).
|  
|4. | Property and Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Cost                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | $                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Computer equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

F-6

-8-

---



|5. | Related Party Transactions                                                                                                                                                                    
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | a)                                                                                                                                                                                            
|  
|   | b)                                                                                                                                                                                            
|  
|   | c)                                                                                                                                                                                            
|  
|6. | Common Stock                                                                                                                                                                                  
|  
|   | On April 26, 2005, the Company issued 831,570 shares of common stock at $0.10 per share for cash proceeds of $83,157 before issue costs pursuant to the Company's SB-2 Registration Statement.























F-7

-9-

---

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This section of this report includes a number of forward- looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking states are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or out predictions.

Plan of Operation

Our auditors issued a going concern opinion in their audit report for the year ended January 31, 2005. This means that there is substantial doubt that we can continue as an on-going business for the next twelve 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 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. That cash must be raised from other sources. Our only other source for cash at this time is investments by others in the Company.

We will be conducting research in the form of exploration of the property. Our exploration program is explained in as much detail as possible in the business section of this report. . We are not going to buy or sell any plant or significant equipment during the next twelve months.

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

We acquired one property containing one claim. We call it the Gold Ledge Gold Project. The Gold Ledge mineral claim is located 120 miles north of Vancouver, on the southern slopes of the Shulaps Mountain Range. The Mineral claim is in the Lillooet Mining Division, and is centered at approximately 50 degrees 55 feet North latitude and 122 degrees 29 feet West longitude on NTS Map Sheet 92J/16W. Gold Bridge lies 17 miles, by air or 25 miles by gravel road, to the west. A gravel road runs through the mineral claim which allows access for core drilling. No improvements are necessary for our core drilling.

Slopes throughout the claim area are generally steep. Below 6,500 feet the vegetation consists mainly of fir and pine trees, much of it mature first and second growth. Alpine vegetation is present at elevations greater than approximately 6,500 feet. The climate features warm summers and cold winters. The region is fairly arid during the summer months. Average yearly precipitation is 20 inches. A snow pack of 5-8 feet begins to accumulate in November and lingers in places into June. The recommended field season is from early June to late October.

We will be conducting research in the form of exploration of the mineral claim. Our exploration program is explained below. We are not going to buy or sell any plant or significant equipment during the next twelve months.



-10-

---

Our exploration target is to find an ore body containing gold. Our success depends upon finding mineralized material. This includes a determination by our consultant if the mineral claim contains mineralized material. He will make the determination based upon the results of our exploration. We have selected Madman Mining Co. Ltd. to be our consultant, a mining engineer and supervise our exploration program, as of the date of this quarterly report. 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 metals 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.

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

We do not know if we will find mineralized material. We believe that activities occurring on adjoining properties are not material to our activities. The reason is that whatever is located under adjoining mineral claim may or may not be located under the mineral claim.

We do not claim to have any minerals or reserves whatsoever at this time on any of the mineral claim.

We intend to implement an exploration program which consists of core sampling. Core sampling is the process of drilling holes to a depth of up to 1,400 feet in order to extract samples of earth. Mr. Bebek, after confirming with our consultant, will determine where drilling will occur on the mineral claim. Because Mr. Bebek is inexperienced with exploring for, starting, and operating an exploration program and has no direct training or experience in these areas and as a result may not be fully aware of many of the specific requirements related to working within the industry, his decisions and choices may not take into account standard engineering or managerial approaches, mineral exploration companies commonly use. Consequently our operations, earnings and ultimate financial success could suffer irreparable harm due to his lack of experience in this industry. Mr. Bebek will not receive compensation for his services at this time. Mr. Bebek will only be compensated in the event that we find mineralized material and begin removing it. The samples will be tested to determine if mineralized material is located on the mineral claim. Based upon the tests of the core samples, we will determine if we will terminate operations; proceed with additional exploration of the mineral claim; or develop the mineral claim. The proceeds from our initial public offering are designed to only fund the costs of core sampling and testing. We intend to take our core samples to analytical chemists, geochemists and registered assayers located in Vancouver, British Columbia. We have not selected any of the foregoing as of the date of this quarterly report. We are in the process of making these selections.

We estimate the cost of drilling will be $20 per foot drilled. We raised $83,157 pursuant to our SB-2 Registration Statement. We will drill approximately 525 linear feet or 5 holes. We will pay a consultant up to a maximum of $5,000 per month for his services during the three month period or a total of $15,000. The total cost for analyzing the core samples will be $3,000. The higher elevations of the property where the primary targets are located are covered with snow until mid-June.  Accordingly a starting date for the exploration activity was set for July 1, 2005.

The breakdowns were made in consultation with Mr. Brewer of Madman Mining Co. Ltd.

-11-

---

A two-man prospecting/sampling crew was on site for 8 days - between July 29 and August 5th, 2005.  The crew traversed the upper reaches of the Gold Ledge Claim searching for the 5400 vein and the 6200 vein as well as any other mineralization.  Both quartz veins were located.

We have summarized the work completed and the results of the Phase 1A exploration program recently completed on the Gold Ledge Project and given the extremely poor results obtained from this program, no further work on the property is recommended.  Unfortunately the combination of the rock, soil and stream sediment sampling effectively eliminated the possibility that gold occurs in economic concentrations (or even anomalous values) within the 5400 and 6200 veins or elsewhere on the property.

We do not intend to hire additional employees at this time. All of the work on the mineral claim will be conduct 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.

We have reviewed the geological data on the Gold Ledge Gold Project in order to prepare for Phase I of our exploration program. There are two mineralized targets identified to date, within the project area:

1. the 5400 Vein which has returned gold values to 0.8 ounces per ton and has been traced for over 1,800 feet; and
2. the 6200 Vein which has been traced discontinuously for approximately 4,500 feet. The 6200 Vein is reported to be 8 feet wide at most locations where it is exposed. During the 1920's prospectors were able to recover free gold from the vein by crushing and panning the vein material.

Mr. Lloyd Brewer of Madman Mining Co. Ltd. advised that it may be prudent to divide the Phase I program into two portions; "1-A" and one "1-B."

The Phase 1-A program's goal is to physically locate, geologically map and sample the 5400 and 6200 Veins. Two prospectors/geologists should spend eight days on the property for this step. The majority of the expense for this will be the helicopter, used to fly the crew/camp in/out, analytical work for 30-50 rock/stream/soil samples as well as the crews' wages, vehicle rental, food, survey supplies.

The results of the Phase 1-A program, which will be available within two weeks of completion of the work, will assist in determining the exact areas that the Phase 1-B program will concentrate on.

We have summarized the work completed and the results of, the Phase 1A exploration program recently completed on the Gold Ledge Project as follows:





-12-

---

Work Performed:

A two-man prospecting/sampling crew was on site for 8 days - between July 29 and August 5th, 2005.  A total of two additional days were spent traveling to and from, and gearing up for, the project.

The crew traversed the upper reaches of the Gold Ledge Claim searching for the 5400 vein and the 6200 vein as well as any other mineralization.  Both quartz veins were located.

12 rock samples were collected.  5 samples were taken from the 5400 vein and 7 samples were taken from the 6200 vein.  An old trench was located at the 5400 vein was also discovered.  This trench was cleaned out and the exposed vein was sampled.

20 soil samples were collected.  10 samples were collected at 10m intervals down-slope from the 5400 vein.  10 samples were also collected at 10m intervals down-slope from the 6200 vein.  The sampling was designed to detect mineralization that originated from the quartz veins and was released into the soil as the veins weather (erode).

8 panned stream sediment samples at the junctions of Hog Creek with other smaller creeks that flow into it.  These samples were collected to test for gold that could be originating in each of the drainages.

Discussion of Results/Field Observations:

Rock Samples - Quartz Veins.

Both the 5400 vein and the 6200 vein were located and sampled.  Both veins consisted of milky bull quartz that did not contain any sulphides (barren).

The 5400 vein is exposed in several locations over approximately 400 feet.  The vein has been faulted and offsets slightly (approximately 1-foot) at each of four observed fault locations.  There is not any concentration of sulphides proximal to the faults.  The vein varies in width from 6 inches to 2 feet with the average width appearing to be about 12 inches.  5 samples were collected from this vein and submitted for assay.  The highest gold value received was 0.02g/t Au the other 4 samples each returned values of 0.01g/t Au.

The 6200 vein was followed for nearly 1,200 feet.  The vein has also been faulted and offsets slightly (less than 1-foot) in numerous locations.  Again the vein is barren of sulphides at all observed locations.  The vein varies in width from 6 inches to 3 feet with the average width appearing to be again about 12 inches.  7 samples were collected from this vein and submitted for assay.  The two highest gold values received are 0.12 and 0.23g/t Au.  The other 5 samples each returned values of 0.01g/t Au.

Soil Samples:

The closely spaced soil sampling lines that were emplaced down-slope from each vein did not succeed in detecting gold mineralization that would have originated in the veins.  The highest gold value obtained in soil samples 14ppb.  The rest of the samples returned values of less than 8ppb Au.

-13-

---

Stream Sediment Samples:

The panned stream sediment samples were obtained by screening and panning approximately 50-80 pounds of sand/gravel/soil material from the creek beds at each location.  The highest value obtained from the panned concentrates was 27ppb Au.  The other seven samples returned values of less than 7 ppb.

Other elements:

All rock, soil and stream sediment samples were also analyzed for 30 other elements including silver, copper, lead, zinc and arsenic.  None of the 30 elements were present in economic levels.

Conclusion:

Given the extremely poor results obtained from this program, no further work on the property is recommended.  Unfortunately the combination of the rock, soil and stream sediment sampling effectively eliminated the possibility that gold occurs in economic concentrations (or even anomalous values) within the 5400 and 6200 veins or elsewhere on the property.

Madman Mining Co. Ltd., our consultant, a mining engineer and supervisor of our exploration program, have also done a review of other mineral properties in the area and it is without exception evident that sulphides are associated with quartz vein hosted gold mineralization.

We were strongly suggested by Madman Mining Co. Ltd., our consultant, that the Company save the costs and look for another project.

Costs and Charges for 2005 Phase 1A Exploration Program on the
Gold Ledge Project, Lillooet BC



|Personnel:                 |                                                                                                                             |           
|-------------------------- | --------------------------------------------------------------------------------------------------------------------------- | ----------
|Prospector/Geographer      | 10 days @ $220.00/day                                                                                                       | $ 2,200.00
|Prospector/Field Assistant | 10 days @ $140.00/day                                                                                                       | 1,400.00  
|Field Costs:               |                                                                                                                             | 0         
|Field Camp and Supplies    | 20 man/days @ $32.00/man/day(including camp rental, GPS, food, prospecting and sampling equipment, first aid and chain saw) | 640.00    
|Field Communications       | Long Distance charges Motorola 2 way field radios, satellite phone charges/costs                                            | 40.00     
|Survey Consumables         | Sample bags, survey flagging, pickets etc.                                                                                  | 80.00     
|Transportation:            |                                                                                                                             | 0         
|Truck Rental               | 10 days $60.00/day                                                                                                          | 600.00    
|Mob/de-mob                 | fuel/meals/motel & truck mileage charges                                                                                    | 160.00    
|Helicopter                 |                                                                                                                             | 2,412.00  

-14-

---



|Analytical:                                      |                                                                                                                                                                                            | 0       
|------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------
|Rock/Soil Samples                                | Assay and handling                                                                                                                                                                         | 1,040.00
|Office & Engineering:                            |                                                                                                                                                                                            | 0       
|Drafting/Cartography                             | (including field base map preliminary maps detailing geological mapping, sample locations and results, location of old workings and compilation of results from previous work on property) | 400.00  
|Overhead                                         |                                                                                                                                                                                            | 600.00  
|Research, Engineering and Supervision            | Including all matters associated with the property to date and planning and direct supervision of this exploration work                                                                    | 3,028.00
|Total cost of the Phase I exploration program ** | $12,600.00                                                                                                                                                                                

Liquidity and Capital Resources

Mr. Bebek and Ms. Bilynska each loaned $9,873.50 for a total of $19,747. The loan has been repaid. At the present time, we have not made any arrangements to raise additional cash, other than through our public initial offering. If we need additional cash and can't raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely. We believe that our resources will last a year. That is because our operations call for us to drill a number of exploratory holes and extract core samples.

Mr. Bebek, the President of the Company provides consulting services and office premises to the Company. The services are valued at $250 per month and office premises are valued at $100 per month. During the nine months ended October 31, 2005, donated consulting services of $2,250 and donated rent of $900 were recorded.

Ms. Bilynska, the Secretary of the Company provides consulting services to the Company valued at $250 per month. During the period ended October 31, 2005, donated consulting services of $2,250 were recorded.

On February 7, 2005, the Securities and Exchange Commission declared our Form SB-2 Registration Statement effective, file number was 333-113541, permitting us to offer up to 2,000,000 shares of common stock at $0.10 per share. There was no underwriter involved in our public offering.

On April 20, 2005, we completed our public offering by raising $83,157. We sold 831,570 shares of our common stock at an offering price of $0.10 per share.

We posted a loss of $46,887 for the nine months ending October 31, 2005 compared to a loss of $11,047 for the nine months ended October 31, 2004. This difference mainly reflects the increase in general and administrative and mineral property costs.





-15-

---

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

We issued 5,000,000 shares of common stock through a Section 4(2) offering in December 2003. This was accounted for as a purchase of shares of common stock.

At October 31, 2005, our total assets of $11,031 consisted of cash of $9,607 and property and equipment of $1,424.

At October 31, 2005, our total liabilities were $4,338.

At October 31, 2005, we had working capital of $5,269 compared to a working capital deficit of $24,712 at January 31, 2005.

We have no long-term debt as of October 31, 2005.

ITEM 3.     CONTROLS AND PROCEDURES

(a)     Evaluation of Disclosure Controls and Procedures:   Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports our files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required.

(b)     Changes in Internal Control over Financial Reporting:   There were no changes in our internal control over financial reporting identified in connection with our evaluation of these controls as of the end of the period covered by this report that could have significantly affected those controls subsequent to the date of the evaluation referred to in the previous paragraph, including any correction action with regard to significant deficiencies and material weakness.

There were no changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any deficiencies or material weaknesses of internal controls that would require corrective action.





-16-

---

PART II.   OTHER INFORMATION

ITEM 2.     CHANGES IN SECURITIES AND USE OF PROCEEDS.

On February 7, 2005, the Securities and Exchange Commission declared our Form SB-2 Registration Statement effective, file number was 333-113541, permitting us to offer up to 2,000,000 shares of common stock at $0.10 per share. There was no underwriter involved in our public offering.

On April 20, 2005, we completed our public offering by raising $83,157. We sold 831,570 shares of our common stock at an offering price of $0.10 per share

We used the proceeds as follows:



| | Accounting and Legal Fees             | $ | 34,306
| | ------------------------------------- | - | ------
| | Mineral Property Cost and Exploration |   | 14,857
| | Transfer Agent Fees                   |   | 1,250 
| | General and Administrative            |   | 15,670
| | Consulting                            |   | 11,000
| | Total:                                | $ | 77,083

We currently have proceeds of $9,608 from our public offering.

ITEM 6.     EXHIBITS

The following exhibits are attached hereto:



|Exhibits | Document Description                                                                                                                                                                         
|-------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         |                                                                                                                                                                                              
|31.1     | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-15(e) and Rule 15d-15(e), promulgated under the Securities Exchange Act of 1934, as amended
|         |                                                                                                                                                                                              
|32.1     | Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of The Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer)                 













-17-

---

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 14th day of December, 2005.



| | ADERA MINES LIMITED
| | -------------------
| | (Registrant)       
| |                    
| | BY:                
| |                    
| |                    
| | BY:                
| |                    

























-18-

---