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

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 April 30, 2006                                           
|      |                                                                                         
|      | 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 June 14, 2006, 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)

April 30, 2006



|                                  | 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                                 
|                                                    
|Total Liabilities                                   
|                                                    
|                                                    
|Stockholders' Equity (Deficit)                      
|                                                    
|Common Stock                                        
|                                                    
|                                                    
|                                                    
|Additional Paid-In Capital                          
|                                                    
|Donated Capital                                     
|                                                    
|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)      
|Impairment loss on mineral property costs
|Rent (Note 5)                            
|                                         
|Total Expenses                           
|                                         
|Net Loss                                 
|                                         
|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                                                                  
|                                                                          
|Adjustments to reconcile net loss to net cash used in operating activities
|                                                                          
|Amortization                                                              
|Donated consulting services and rent                                      
|                                                                          
|Changes in operating assets and liabilities                               
|                                                                          
|Accounts payable                                                          
|Accrued liabilities                                                       
|                                                                          
|Net Cash Used in Operating Activities                                     
|                                                                          
|Financing Activities                                                      
|                                                                          
|Proceeds from the issuance of common stock                                
|                                                                          
|Net Cash Provided by Financing Activities                                 
|                                                                          
|Increase (Decrease) in Cash                                               
|                                                                          
|Cash - Beginning of Period                                                
|                                                                          
|Cash - End of Period                                                      
|                                                                          
|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 April 30, 2006, the Company had a working capital deficiency of $2,273, and has accumulated losses of $90,914 since inception. These factors raise substantial doubt regarding the Company's ability to continue as a going concern.

2.       Summary of Significant Accounting Policies

a)       Basis of Accounting

These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company's fiscal year-end is January 31.

b)       Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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)       Foreign Currency Transactions/Balances

The Company's functional currency is the United States dollar. Occasional transactions occur in Canadian currency, and management has adopted SFAS No. 52, "Foreign Currency Translation". Monetary assets and liabilities denominated in foreign currencies are translated into United States dollars at rates of exchange in effect at the balance sheet date. Non-monetary assets, liabilities and items recorded in income arising from transactions denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction.



F-4

-6-

---

2.       Summary of Significant Accounting Policies (continued)

e)       Exploration and Development  Costs

The Company has been in the exploration stage since its inception on December 2003 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred using the guidance in EITF 04-02, "Whether Mineral Rights Are Tangible or Intangible Assets". The Company assesses the carrying costs for impairment under SFAS 144, "Accounting for Impairment or Disposal of Long Lived Assets" at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

f)       Property and Equipment

Property and equipment is recorded at cost. Depreciation of computer equipment is computed on a straight-line basis using an estimated useful life of four years.

g)       Basic and Diluted Net Income (Loss) Per Share

The Company computes net income (loss) per share in accordance with SFAS No. 128, "Earnings per Share" (SFAS 128). SFAS 128 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 including stock options, 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.

h)       Financial Instruments

The fair value of financial instruments, which includes cash, accounts payable and accrued liabilities approximate their carrying values due to the relatively short maturity of these instruments.  Management does not believe the Company is subject to significant credit or interest risk.

i)       Concentration of Risk

The Company maintains its cash account in one commercial bank located in Vancouver, British Columbia, Canada. The Company's cash account is an uninsured business checking account maintained in U.S. dollars. As at April 30, 2006, the Company has not engaged in any transactions that would be considered derivative instruments or hedging activities.



F-5

-7-

---

2.       Summary of Significant Accounting Policies (continued)

j)       Comprehensive Loss

SFAS No. 130, "Reporting Comprehensive Income," establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at April 30, 2006 and 2005, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

k)       Stock-based Compensation

Prior to February 1, 2006, the Company accounted for stock-based awards under the recognition and measurement provisions of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" using the intrinsic value method of accounting, under which compensation expense was only recognized if the exercise price of the Company's employee stock options was less than the market price of the underlying common stock on the date of grant. Effective February 1, 2006, the Company adopted the fair value recognition provisions of SFAS No. 123R "Share Based Payments", using the modified retrospective transition method. The Company has not issued any stock options or share based payments since its inception. Accordingly, there was no effect on the Company's reported loss from operations, cash flows or loss per share as a result of adopting SFAS No 123R.

l)       Interim Financial Statements

These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company's financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

m)       Recent Accounting Pronouncements

In May 2005, the Financial Accounting Standards Board (FASB) issued SFAS No. 154, "Accounting Changes and Error Corrections - A Replacement of APB Opinion No. 20 and SFAS No. 3". SFAS 154 changes the requirements for the accounting for and reporting of a change in accounting principle and applies to all voluntary changes in accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. SFAS 154 requires retrospective application to prior periods' financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. The provisions of SFAS No. 154 are effective for accounting changes and correction of errors made in fiscal years beginning after December 15, 2005. The adoption of this standard did not have a material effect on the Company's results of operations or financial position.

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets - An Amendment of APB Opinion No. 29". The guidance in APB Opinion No. 29, "Accounting for Nonmonetary Transactions", is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The guidance in  that Opinion, however, included certain exceptions to that principle. SFAS No. 153 amends Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar productive



F-6

-8-

---

assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The provisions of SFAS No. 153 are effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. Early application is permitted and companies must apply the standard prospectively. The adoption of this standard did not have a material effect on the Company's results of operations or financial position.

The FASB has issued SFAS No. 155 "Accounting for Certain Hybrid Financial Instruments - an amendment of FASB Statements No. 133 and 140" and No. 156 "Accounting for Servicing of Financial Assets - an amendment of FASB Statement No. 140", but they will not have a material effect in the Company's results of operations or financial position. Therefore, a description and its impact for each on the Company's operations and financial position have not been disclosed.

3.       Mineral Properties

In January 2004, the Company entered into an Agreement to acquire 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 claims are registered in the name of the President of the Company, who has executed a trust agreement whereby the President agreed to hold the claims in trust on behalf of the Company.

4.       Property and Equipment



|         |       |              | April 30,    | January 31, 
|-------- | ----- | ------------ | ------------ | ------------
|         |       |              | 2006         | 2006        
|         |       | Accumulated  | Net Carrying | Net Carrying
|         | Cost  | Depreciation |              | Value       
|         | $     | $            | $            | $           
|         |       |              |              |             
|Computer | 1,590 | 364          | 1,226        | 1,325       

5.       Related Party Transactions

a)       The President of the Company provides consulting services and office premises to the Company. The services are valued at $250 per month

b)       The Secretary of the Company provides consulting services to the Company valued at $250 per month. During the three months ended April 30,



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.

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

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

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.



-11-

---

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.

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.



-12-

---

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  
|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                                                                                                                                                                                



-13-

---

Liquidity and Capital Resources

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.

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 April 30, 2006, donated consulting services of $7250 and donated rent of $300 were recorded.

Ms. Bilynska, the Secretary of the Company provides consulting services to the Company valued at $250 per month. During the period ended April 30, 2006, donated consulting services of $750 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 $8,573 for the three months ending April 30, 2006 compared to a loss of $5,979 for the three months ended April 30, 2005. This difference mainly reflects the increase in general and administrative and mineral property costs.

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 April 30, 2006, our total assets of $6,052 consisted of cash of $4,826 and property and equipment of $1,226.

At April 30, 2006, our total liabilities were $7,099.

At April 30, 2006, we had working capital of $2,273 compared to a working capital deficit of $4,401 at January 31, 2006.

We have no long-term debt as of April 30, 2006.



-14-

---

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 affected those controls subsequent to the date of the evaluation referred to in the previous paragraph, including any correction action with regard to deficiencies and material weakness.

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

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            |   | 16,918
| | Consulting                            |   | 11,000
| | Total:                                |   | 78,331



-15-

---

We currently have proceeds of $6,074 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)                 



















-16-

---

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 June, 2006.



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





















-17-

---