---

**UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION**
  Washington, D.C. 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 endedFebruary 28, 2005

 ̈ Transition Report pursuant to
  13 or 15(d) of the Securities Exchange Act of 1934 For the transition period
_________ to

Commission File Number 0-12132

SILVERADO GOLD MINES LTD.
(Exact name of small Business Issuer as specified in its charter)

|BRITISH COLUMBIA                                | 98-0045034                       
|----------------------------------------------- | ---------------------------------
|(State or other jurisdiction of                 | (IRS Employer Identification No.)
|incorporation or organization)                  |                                  
|                                                |                                  
|Suite 505, 1111 West Georgia Street             |                                  
|Vancouver, British Columbia                     |                                  
|Canada                                          | V6E 4M3                          
|(Address of principal executive offices)        | (Zip Code)                       
|                                                |                                  
|Issuer’s telephone number, including area code: | 604-689-1535                     

None


Check whether the issuer (1) 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 issuer was required to file such
  reports), and (2)  has been subject to such filing requirements for the past
  90 days x  Yes ̈  No

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 268,187,680 common shares, no par value outstanding as of April 11, 2005.

---

|ITEM 1. | FINANCIAL STATEMENTS
|------- | --------------------

SILVERADO GOLD MINES LTD.
(An Exploration Stage Company)
CONSOLIDATED BALANCE SHEETS
February 28, 2005 and
November 30, 2004
(Stated in United States Dollars)

|ASSETS                                                |   | 2005        |   |   | 2004        |  
|----------------------------------------------------- | - | ----------- | - | - | ----------- | -
|                                                      |   | (Unaudited) |   |   |             |  
|Current                                               |   |             |   |   |             |  
|Cash and cash equivalents                             | $ | 39,604      |   | $ | 12,828      |  
|Gold inventory                                        |   | 28,204      |   |   | 48,819      |  
|Amounts receivable                                    |   | 8,694       |   |   | 8,162       |  
|Prepaid expense                                       |   | -           |   |   | 122,000     |  
|Exploration and development advances                  |   | 433,755     |   |   | 532,131     |  
|                                                      |   |             |   |   |             |  
|                                                      |   | 510,257     |   |   | 723,940     |  
|Property, plant and equipment                         |   | 1,589,337   |   |   | 1,640,791   |  
|                                                      |   |             |   |   |             |  
|                                                      | $ | 2,099,594   |   | $ | 2,364,731   |  
|                                                      |   |             |   |   |             |  
|LIABILITIES                                           |   |             |   |   |             |  
|Current                                               |   |             |   |   |             |  
|Accounts payable and accrued liabilities              | $ | 369,884     |   | $ | 365,297     |  
|Mineral claims royalty payable                        |   | 320,000     |   |   | 320,000     |  
|Convertible debentures, current portion               |   | 176,652     |   |   | 176,652     |  
|Capital lease obligation, current portion             |   | 485,014     |   |   | 510,014     |  
|                                                      |   |             |   |   |             |  
|                                                      |   | 1,351,550   |   |   | 1,371,963   |  
|Asset retirement obligation                           |   | 495,416     |   |   | 489,300     |  
|Capital lease obligations                             |   | 413,202     |   |   | 407,468     |  
|                                                      |   |             |   |   |             |  
|                                                      |   | 2,260,168   |   |   | 2,268,731   |  
|                                                      |   |             |   |   |             |  
|SHAREHOLDERS’ EQUITY (DEFICIT)                        |   |             |   |   |             |  
|Capital stock                                         |   |             |   |   |             |  
|Authorized: unlimited common shares with no par value |   |             |   |   |             |  
|Issued and outstanding:                               |   |             |   |   |             |  
|252,151,013 common shares (2004: 224,449,587)         |   | 69,288,155  |   |   | 68,253,942  |  
|Additional paid-in capital                            |   | 466,314     |   |   | 466,314     |  
|Shares to be issued                                   |   | -           |   |   | 70,000      |  
|Accumulated deficit                                   |   | (69,915,043 | ) |   | (68,694,256 | )
|                                                      |   |             |   |   |             |  
|                                                      |   | (160,574    | ) |   | 96,000      |  
|                                                      |   |             |   |   |             |  
|                                                      | $ | 2,099,594   |   | $ | 2,364,731   |  

SEE ACCOMPANYING NOTES

---

SILVERADO GOLD MINES LTD.(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
for the
three months ended February 28,
2005 and February 29, 2004
(Stated in United States Dollars)

|                                             |   | Three months ended |  
|-------------------------------------------- | - | ------------------ | -
|                                             |   | February 28        |  
|                                             |   | 2005               |  
|                                             |   | (Unaudited)        |  
|                                             |   |                    |  
|                                             |   |                    |  
|General and Administrative Expenses          |   |                    |  
|Accounting and audit                         | $ | 22,600             |  
|Advertising and promotion                    |   | 97,126             |  
|Consulting fees                              |   | 265,537            |  
|Depreciation, accretion and impairment       |   | 58,050             |  
|Exploration expenses                         |   | 156,252            |  
|Financing activities                         |   | 252,003            |  
|Interest on convertible debentures           |   | 2,800              |  
|Interest on capital lease obligations        |   | 5,734              |  
|Legal                                        |   | 20,085             |  
|Management services                          |   | 151,343            |  
|Office                                       |   | 105,712            |  
|Other interest and bank charges              |   | 1,898              |  
|Reporting and investor relations             |   | 10,825             |  
|Research                                     |   | 21,368             |  
|Transfer agent fees and mailing              |   | 2,251              |  
|                                             |   |                    |  
|Total General and Administrative Expenses    |   | (1,173,584         | )
|                                             |   |                    |  
|Other Income (Expense)                       |   |                    |  
|                                             |   |                    |  
|Interest and other income                    |   | 256                |  
|Loss on foreign exchange                     |   | (47,459            | )
|                                             |   |                    |  
|Total Other Income (Expense)                 |   | (47,203            | )
|                                             |   |                    |  
|Loss and comprehensive loss for the period   | $ | (1,220,787         | )
|                                             |   |                    |  
|Net loss per share                           | $ | (0.01              | )
|                                             |   |                    |  
|Basic and diluted weighted average number of |   |                    |  
|common shares outstanding                    |   | 240,988,392        |  

SEE ACCOMPANYING NOTES

---

SILVERADO GOLD MINES LTD.
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the three
months ended February 28,
2005 and February 29, 2004,
(Stated in United States Dollars)

|                                                             |   | Three months ended |  
|------------------------------------------------------------ | - | ------------------ | -
|                                                             |   | February 28        |  
|                                                             |   | 2005               |  
|                                                             |   | (Unaudited)        |  
|                                                             |   |                    |  
|Cash Flows used in Operating Activities                      |   |                    |  
|Net loss for
      the period                                | $ | (1,220,787         | )
|Adjustments to reconcile loss to
      net cash provided     |   |                    |  
|by (used in)
      operating activities:                     |   |                    |  
|Depreciation, accretion
      and impairment                 |   | 58,050             |  
|Non-cash
      interest expense                              |   | -                  |  
|Non-cash consulting
      expense                            |   | 282,900            |  
|Non-cash
      financing expense                             |   | 252,003            |  
|Changes in non-cash operating working
      capital:         |   |                    |  
|Amounts
      receivable                                     |   | (532               | )
|Gold inventory                                               |   | 20,615             |  
|Prepaid
      expense                                        |   | 122,000            |  
|Exploration and development
      advances                   |   | 98,373             |  
|Share
      subscriptions issued                             |   | (70,000            | )
|Accounts payable
      and accrued liabilities               |   | 4,587              |  
|                                                             |   |                    |  
|Net cash used in Operating Activities                        |   | (452,791           | )
|                                                             |   |                    |  
|Cash Flows used in Investing Activities                      |   |                    |  
|Purchase of property,
      plant and equipment              |   | (480               | )
|                                                             |   |                    |  
|Cash Flows from Financing Activities                         |   |                    |  
|Common stock issued for cash (net
      of share issue cost) |   | 499,313            |  
|Repayment of capital lease obligations                       |   | (19,266            | )
|                                                             |   |                    |  
|Net cash provided from Financing Activities                  |   | 480,047            |  
|                                                             |   |                    |  
|Increase (decrease) in cash and cash equivalents             |   | 26,776             |  
|                                                             |   |                    |  
|Cash and cash equivalents, beginning of period               |   | 12,828             |  
|                                                             |   |                    |  
|Cash and cash equivalents, end of period                     | $ | 39,604             |  
|                                                             |   |                    |  
|Non-cash Transactions – Note 5                               |   |                    |  

2

---

SILVERADO GOLD MINES LTD.(An Exploration Stage Company)
Notes to Consolidated Financial Statements 
(Unaudited) 
(Expressed in United States Dollars)

Three months ended February 28, 2005 and February 29, 2004

|1. | Basis of presentation:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | The unaudited consolidated financial statements include
        the accounts of us and our wholly-owned subsidiary company. These statements
        have been prepared in accordance with United States generally accepted
        accounting principles for interim financial information. These financial
        statements also comply, in all material respects, with generally accepted
        accounting principles in the United States.                                                                                                                                                                                                                                                                                                                                                 
|  
|   | The accompanying unaudited consolidated financial statements
        do not include all information and footnote disclosures required under
        United States generally accepted accounting principles. In our opinion,
        all adjustments (consisting solely of normal recurring accruals) considered
        necessary for a fair presentation of the financial position, results of
        operations and cash flows as at February 28, 2005, and for all periods
        presented, have been included. Readers of these financial statements should
        note that interim results for the three month periods ended February 28,
        2005, and February 29, 2004, are not necessarily indicative of the results
        that may be expected for the fiscal year as a whole.
|  
|   | These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our annual report on Form 10-KSB for the fiscal year ended November 30, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  
|2. | Continuing operations:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  
|   | At February 28, 2005, we had a working capital deficiency
    of $841,292, up from a working capital deficiency of $648,023 at
    November 30, 2004, primarily as a result of decreased funding from issuances
    of common stock and an increase of our debt.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  
|   | These financial statements have been prepared on a going concern basis, which assumes the realization of assets and settlement of liabilities in the normal course of business. The application of the going concern concept and the recovery of amounts
  recorded as mineral properties and buildings, plant and equipment is dependent on our ability to obtain additional financing to fund our operations and our acquisition and exploration activities, the discovery of economically recoverable ore on our
  properties, and the attainment of profitable operations.                                                                                                                                                                                                                     
|  
|   | We plan to continue to raise capital through private placements and warrant issues. We are exploring other business opportunities including the development of Low-Rank Coal-Water Fuel as a replacement fuel for oil fired industrial boilers and
  utility generators.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  

---

SILVERADO GOLD MINES LTD.(An Exploration Stage Company)
Notes to Consolidated Financial Statements 
(Unaudited) 
(Expressed in United States Dollars)

Three months ended February 28, 2005 and February 29, 2004

|3. | Related party transactions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | We have had related party transactions with Tri-Con
        Mining Ltd., Tri-Con Mining Inc., Tri-Con Mining Alaska Inc. (collectively
        the “Tri-Con
    Mining Group”), all of which are controlled by a director of ours.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The Tri-Con Mining Group are operations and exploration
        contractors, and have been employed by us under contract since 1972 to
        carry out all of our fieldwork and to provide administrative and management
        services. Under our current contract dated January, 1997 work is charged
        at cost plus 25% for exploration and cost plus 15% for development and
        mining. Cost includes out of pocket or actual cost plus 15% charge for
        office overhead including stand by and contingencies. There is no mark
        up on capital purchases. The Tri-Con Group does not charge the Company
        for the services of its directors who are also directors of the Company.
        At February 28, 2005, we had prepaid $433,755 to the Tri-Con Mining
        Group for exploration and administration services to be performed during
        the current fiscal year on behalf of us. The Tri-Con Mining Group’s
        services for the current fiscal year are focusing mainly on the our Low-Rank
        Coal-Water Fuel program as well as corporate planning and preparation
        for year round production on our Nolan property, and administration services
        at both our field and corporate offices.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The aggregate amounts paid to the Tri-Con Group each period by category,
        including amounts relating to the Grant Mine Project and Nolan properties,
        for disbursements and for services rendered by the Tri-Con Group personnel
        working on our projects, and including interest charged on outstanding
    balance at the Tri-Con Group's borrowing costs are shown below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

|                                                            |   | February 28, |  |   | February 29, | 
|----------------------------------------------------------- | - | ------------ |  | - | ------------ | 
|                                                            |   | 2005         |  |   | 2004         | 
|                                                            |   |              |  |   |              | 
|Exploration services                                        | $ | 180,744      |  | $ | 633,020      | 
|Administrative and management services                      |   | 174,274      |  |   | 158,648      | 
|Research                                                    |   | 21,368       |  |   | -            | 
|                                                            | $ | 376,386      |  | $ | 791,668      | 
|                                                            |   |              |  |   |              | 
|Amount of total charges in excess of Tri-Con costs incurred | $ | 37,641       |  | $ | 111,392      | 
|                                                            |   |              |  |   |              | 
|Excess amount charged as a percentage of actual costs       |   |              |  |   |              | 
|incurred                                                    |   | 11.1%        |  |   | 16.4%        | 

|4. | Loss per share:                                                                                                                                                                                                                                                                                                   
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                   
|   | Basic loss per share has been calculated using the weighted average
        number of common shares outstanding for each period. Loss per share does
        not include the effect of the potential exercise of options and warrants
        and the conversion of debentures as
  their effect is anti-dilutive.

2

---

SILVERADO GOLD MINES LTD.(An Exploration Stage Company)
Notes to Consolidated Financial Statements 
(Unaudited) 
(Expressed in United States Dollars)

Three months ended February 28, 2005 and February 29, 2004

|5. | Supplementary cash flow information:                     
|-- | ---------------------------------------------------------
|   |                                                          
|   | Supplemental non-cash investing and financing activities:

|                          |   | February 28, |  |   | February 29, | 
|------------------------- | - | ------------ |  | - | ------------ | 
|                          |   | 2005         |  |   | 2004         | 
|                          |   |              |  |   |              | 
|Issuance of shares for:   |   |              |  |   |              | 
|Debentures                | $ | -            |  | $ | 119,245      | 
|Interest on debentures    |   | -            |  |   | 3,883        | 
|Financing activities      |   | 252,003      |  |   | -            | 
|Consulting
      services |   | 282,900      |  |   | 148,320      | 

|6. | Debentures:                                                                                                                                                                                                                                                                                                                    
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | On March 1, 2001, we completed negotiations to restructure
    our $2,000,000 convertible debentures. We issued replacement debentures in the aggregate amount of $2,564,400 in consideration of cancellation of the $2,000,000
    principal amount plus all accrued interest on the original debentures to
    March 1, 2001.
|  
|   | (a)                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                

| |    | (b)                       | In February 1999 we issued a debenture for $75,000 with interest
    payable at a rate of 5.0% per annum. The debenture is unsecured and was due
    February 28, 2003. However, subsequent to February 29, 2003, we began re-payment
    of the $75,000
  debenture and the balance as at February 28, 2005 is $36,652.                                                                                                        
| | -- | ------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 7. | Lease purchase agreement:
|
| |    | a)                        | On October 11, 2002, the Company entered into a lease
        purchase agreement whereby the Company would purchase mining equipment
        valued at a total of $1,496,150. The agreement required payment upon signing of $550,000 (paid), $100,000
        (paid) on or before December 1, 2003 and 24 equal payments thereafter
        for the balance of the purchase price plus interest at a rate of 12%
    per annum.

3

---

SILVERADO GOLD MINES LTD.(An Exploration Stage Company)
Notes to Consolidated Financial Statements 
(Unaudited) 
(Expressed in United States Dollars)

Three months ended February 28, 2005 and February 29, 2004

|7. | Lease purchase agreement (continued):
|-- | -------------------------------------
|  
|   | b)                                   
|  
|   |                                      
|  
|   |                                      
|  
|   |                                      
|  
|   |                                      
|  

|                             |   | 2005     |   |   | 2004      |  
|---------------------------- | - | -------- | - | - | --------- | -
|                             |   |          |   |   |           |  
|February 28, 2004            | $ | -        |   | $ | 630,466   |  
|February 28, 2005            |   | 537,356  |   |   | 560,302   |  
|February 28, 2006            |   | 419,370  |   |   | 121,324   |  
|                             |   |          |   |   |           |  
|Total minimum lease payments |   | 956,726  |   |   | 1,312,092 |  
|Less: interest               |   | (58,510  | ) |   | (138,059  | )
|                             |   |          |   |   |           |  
|                             |   | 898,216  |   |   | 1,174,033 |  
|Less: current portion        |   | (485,014 | ) |   | (744,085  | )
|                             |   |          |   |   |           |  
|Long-term portion            | $ | 413,202  |   | $ | 429,948   |  

4

---

SILVERADO GOLD MINES LTD.(An Exploration Stage Company)
Notes to Consolidated Financial Statements 
(Unaudited) 
(Expressed in United States Dollars)

Three months ended February 28, 2005 and February 29, 2004

|8. | Restatement of financial statements:                                                                                                                                                                                     
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                          
|   | The comparative consolidated financial statements for the period ended
        February 29, 2004 have been restated to give effect to the write-off of
    exploration and mineral property costs previously capitalized.
|   |                                                                                                                                                                                                                          
|   | The effect of the impact of the restatements on loss and comprehensive
        loss for the period and loss per share
  is as follows:                                                                                   

|                                                                 |   | February 29, |  
|---------------------------------------------------------------- | - | ------------ | -
|                                                                 |   | 2004         |  
|Loss and comprehensive loss for the period, as previously stated | $ | (980,901     | )
|Exploration expenses                                             |   | (681,251     | )
|Loss and comprehensive loss for the period, as restated          | $ | (1,662,152   | )
|Net loss per share, as previously stated                         | $ | (0.01        | )
|Exploration costs written off                                    |   | (0.00        | )
|Net loss per share, as restated                                  | $ | (0.01        | )

|9. | Subsequent events:                           
|-- | ---------------------------------------------
|  
|   | Subsequent to February 28, 2005, the Company:
|  
|   | (a)                                          
|  
|   | (b)                                          

5

---

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

FORWARD-LOOKING STATEMENTS

The information in this Quarterly Report on Form 10-QSB contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  These
forward-looking statements involve risks and uncertainties, including statements regarding our capital needs, business plans and expectations. Such forward-looking statements involve risks and uncertainties regarding the market price of gold,
availability of funds, government regulations, common share prices, operating costs, capital costs, outcomes of gold recovery activities and other factors. Forward-looking statements are made, without limitation, in relation to operating plans,
property exploration and gold recovery activities, availability of funds, environmental reclamation, operating costs and permit acquisition. Any statements contained herein that are not statements of historical facts may be deemed to be
forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential" or "continue", the
negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined below, and, from time to time, in other reports
we file with the SEC. These factors may cause our actual results to differ materially from any forward-looking statement. We disclaim any obligation to publicly update these statements, or disclose any difference between its actual results and those
reflected in these statements. The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Given these uncertainties, readers are cautioned not to place undue reliance on such
forward-looking statements.

OVERVIEW

We are engaged in the acquisition and exploration of mineral properties in the State of Alaska. Our primary focus is the exploration of our Nolan Gold Project, located 175 miles north of Fairbanks, Alaska. Our plan of operations is to carry out
exploration activities at the Nolan Gold Project. Our exploration activities include test mining activities that we carry out as part of our exploration programs.

We are also seeking financing to enable us to proceed with the construction of a commercial test facility to establish the viability of the production of low-rank coal-water fuel as a replacement for oil fired boilers and utility generators. There
is no assurance that we will be able to obtain any financing for this project.

We hold interests in four groups of mineral properties in Alaska, as described below:

|1. | our Nolan Gold Project;        
|-- | -------------------------------
|  
|2. | our Ester Dome Gold properties;
|  
|3. | our Hammond properties; and    
|  
|4. | our Eagle Creek properties.    

We are an exploration stage company. All of our properties are presently in the exploration stage. We do not have any commercially viable reserves on any of our properties. There is no assurance that a commercially viable mineral deposit exists on
any of our mineral properties. Further exploration will be required before a final evaluation as to the economic and legal feasibility of mining of any of our properties is determined. There is no assurance that further exploration will result in a
final evaluation that a commercially viable mineral deposit exists on any of our mineral properties.

5

---

PLAN OF OPERATIONS

Our plan of operation for the next twelve months is discussed below:

The Nolan Gold Project

We are continuing our exploration program on the Nolan Gold Project.  The objective of this geological exploration program is to further define gold deposits in order to provide a basis for the assessment of the feasibility of future additional
exploration activities, including test mining activities, at the Nolan Gold Project. We plan to conduct further exploration of the Nolan Placer and Nolan Lode properties within the Nolan Gold Project. Our planned geological exploration program is
described in detail in the section of our Annual Report on Form 10-KSB for the year ended November 30, 2004 entitled Description of Properties – Nolan Gold Project.

We plan to spend approximately $1,960,000 in the next twelve months in carrying out our exploration activities for the Nolan Gold Project. Of this amount, we anticipate approximately $1,300,000 will be spent on test mining activities, with
the balance of $660,000 being spent on other exploration activities, including the phase one drilling program on the Mary’s Bench East deposit. The actual amount that we spend on exploration will depend on the actual amount of funds that
we have available for exploration. We are presently seeking sufficient financing to enable us to proceed with these plans and will require additional financing within the next three months if we are able to proceed with our exploration plans,
including test mining activities, and process gravel for gold recovery during the summer of 2005. There is no assurance that we will be able to process any gold bearing gravel material for gold recovery during the 2005 summer season. Further, while
the amount of exploration expenditures may be off-set by any recoveries from sales of gold that we may achieve from test mining activities, we anticipate that we anticipate these recoveries will not exceed our costs of exploration. Further, there is
no assurance at this time that we will achieve any recoveries from sales of gold.  See the discussion of our cash resources and working capital under Liquidity and Financial Condition below and in the section entitled Risk Factors below.

Our plan of operations at the Nolan Gold Project will be continually evaluated and modified as exploration and gold recovery results become available. Modifications to our plans will be based on many factors, including: results of exploration,
assessment of data, weather conditions, exploration costs, the price of gold and available capital. Further, the extent of our exploration programs that we undertake will be dependent upon the amount of financing available to us.

We do not have any commercially viable reserves on any of our properties that comprise the Nolan Gold Project or any of our other properties. We plan to carry out exploration activities on the Nolan Gold Project that are referred to as “test
mining activities”. The objective of the test mining activities on the Nolan Gold Project is to expand our knowledge and geological data of the mineralization of the placer deposits on the Nolan Gold Project and to recover gold from test
mining activities in order to pay for a portion of the expense associated with exploration of the Nolan Gold Project. As we have not established commercially viable reserves on the Nolan Gold Project, we anticipate that recoveries of gold from test
mining activities will not be sufficient to pay for the full cost of exploration. There is no assurance that our test mining activities will result in a final evaluation that a commercially viable mineral deposit exists on any of our mineral
properties that comprise the Nolan Gold Project.

Low-Rank Coal-Water Fuel Project

We anticipate spending approximately $300,000during the current fiscal year on our work to seek funding from the United States Government in connection with establishment of the demonstration facility at the Grant Mill. We will also
pursue financing for this project from private sources. There is no assurance that any financing will be obtained from either government of private sources to fund this project.

6

---

RESULTS OF OPERATIONS

Three months ended February 28, 2005 compared to the three months ended February 29, 2004.

Revenues

We did not earn revenues during the three months ended February 28, 2005 or February 29, 2004 as we did not reach commercial production of gold from the Nolan Gold Project during either of these periods.  Under our accounting policies, any sales of
gold recovered as a result of our exploration activities that may be realized will be treated as sales received incidental to exploration activities on the Nolan Gold Project until such time as we have reached commercial levels of gold production
from the Nolan Gold Project.

We anticipate that we will not realize revenues during the current fiscal year from the low-rank coal-water fuel component of our plan of operations. We will not be able to realize revenues from this business until we are able to proceed with the
construction and operation of a commercial-scale demonstration facility for the low-rank coal-water fuel technology. There is no assurance that we will be able to secure the financing necessary to proceed with construction of this demonstration
facility or that the demonstration facility will prove the commercial viability of the process.

Expenses

Our expenses decreased to $1,173,584 for the three months ended February 28, 2005 compared to $1,641,876 for the three months ended February 29, 2004, representing a decrease of $468,292 or 29%. The decreases in expenses were primarily
attributable to reductions in consulting fees and exploration expenses during the three months ended February 28, 2005.  Decreases on these expenditures were in-part off-set by increases in financing, advertising and promotion and research expenses.

Our decreased exploration activity on our mineral properties
  caused our general exploration expenses to decrease to $156,252 for the
  three months ended February 28, 2005 compared to $789,044 for the three
  months ended February 29, 2004. The decrease in exploration expenses during
  the three months of our current fiscal year was attributable to decreased exploration
  activities at the Nolan Gold Project compared to 2004 when activities were directed
  to gold recovery operations at the Nolan Deep Channel. These exploration activities
  included drilling and exploration activities on the Nolan Deep Channel, Mary’s
  Bench, and Treasure Chest areas. We anticipate that our exploration expenses
  will increase as we proceed with our planned drilling and exploration activities
  on the Nolan Gold properties, subject to our achieving the necessary financing.
  During the three months ended February 29, 2005 we sold 65 troy ounces of gold
  for proceeds of $30,142 which have been directly applied as a reduction
  to exploration costs in accordance with our accounting policies.

Research activities attributable to the low-rank coal-water fuel technology increased to $21,368 for the three months ended February 28, 2005 compared to $nil for the three months ended February 29, 2004.  Our research activities are
primarily in connection with the submission of our application for a grant to the Department of Energy and include the compensation of Dr. Warrack Willson.

Office expenses decreased to $105,712 for the three months ended February 28, 2005 compared to $118,182 for the three months ended February 29, 2004, representing a decrease of $12,470 or 11%.  The overall decrease during the three
months of our current fiscal year reflect a reduction in our general operations and activity in our offices in Fairbanks, Alaska due to the our reduced exploration activities during the first quarter of our current fiscal year.

Consulting fees decreased to $265,537 for the three months ended February 28, 2005 compared to $371,229 for the three months ended February 29, 2004, representing a decrease of $105,692 or 29%. Consulting fees are attributable to stock
based compensation paid to our consultants during the year.  Compensation was recorded based on the quoted market price of our shares as of the date of issue.

7

---

Loss

Our loss decreased to $1,220,787 for the three months ended February 28, 2005 compared to $1,662,152 for the three months ended February 29, 2004 representing a decrease of $441,365 or 27%. This decrease in our loss was primarily
attributable to reduced exploration and consulting expenses during the three months ended February 28, 2005. We anticipate that we will continue to incur a loss until such time as we can achieve commercial production from the Nolan Gold Project, of
which there is no assurance.

LIQUIDITY AND FINANCIAL CONDITION

Cash and Working Capital

We had cash and cash equivalents of $39,604 as of February 28, 2005, compared to cash of $12,828 as of November 30, 2004. We had a working capital deficiency of $841,292 as of February 28, 2005, compared to a working capital deficiency
of $648,023 as of November 30, 2004. The increase in our working capital deficiency was primarily the result of fewer financings and continued expenses during the three months ended February 28, 2005.

We will require additional financing during the current fiscal year due to our current working capital deficiency, our plan of operations for the Nolan Gold Project, our planned exploration activities and our plan to continue to pursue financing
through U.S. and state government programs and initiatives and through private sources. We plan to spend approximately $1,960,000 in the next twelve months in carrying out our exploration activities for the Nolan Gold Project. We anticipate
spending approximately $300,000 during the next twelve months on our work to seek funding in connection with establishment of the demonstration facility at the Grant Mill.  We presently do not have sufficient financing to enable us to proceed
with these plans and will require additional financing within the next three months if we are able to proceed with our exploration plans, including test mining activities, and process gravel for gold recovery during the summer of 2005. Our actual
expenditures on these activities will depend on the actual amount of funds that we have available as a result of our financing efforts. There is no assurance that we will be able to raise the necessary financing. See Risk Factors.

Cash Used in Operating Activities

Cash used in operating activities decreased to $452,791
  for the three months ended February 28, 2005, compared to $1,355,976 for
  the three months ended February 29, 2004, primarily as a result of our reduced
  exploration activity. We funded the cash used in operating activities primarily
  through equity sales of our common shares.

Financing Activities

Cash provided by financing activities decreased to $480,047
  for the three months ended February 28, 2005, compared to $1,745,000 for
  the three months ended February 29, 2004. Cash provided by financing activities
  was primarily attributable to share issuances. Cash provided by financing activities
  was used to fund our operating and investing activities. Equity financings were
  completed with private purchasers at prices that were reflective of the market
  price of our common shares as of the date of the financing.

We anticipate continuing to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing shareholders.

Investing Activities

We used $480 in investing activities during the three months ended February 28, 2005 compared to $175 during the three months ended February 29, 2004, representing an increase of $305.  The increase was due to a purchase of office
equipment.

Capital Leases

On October 11, 2002, we entered into a lease purchase agreement whereby we would purchase three dump trucks, an underground loader, two surface loaders, and other equipment valued at a total of $1,496,150. The

8

---

agreement required payment upon signing of $550,000 (paid), $100,000 on or before December 1, 2003 (paid) and 24 equal payments thereafter for the balance of the purchase price plus interest at a rate of 12% per annum.

On February 14, 2003, we entered into a three year lease agreement whereby we would purchase mining equipment valued at $250,170. The agreement required a payment on signing of $105,000 (paid), $25,000 on or before December 4, 2003 and
24 equal payments for the balance of the purchase price plus interest at a rate of 12% per annum.

On January 28, 2004 the agreements for the above two leases were modified into one agreement. The modified agreement required us to make a one-time payment of $50,000 on acceptance of the agreement and a fixed amount per month specified in the
agreement in the following six months. At the same time of accepting the revised agreement, we returned three pieces of equipment under the original capital lease agreement to the lessor as a credit towards the lease liability.

During the year ended November 30, 2004, we entered into an agreement to combine the two lease agreements.  The new agreement required payment upon signing of $50,000 (paid), monthly payments of $25,000 to December 2004 and $48,851
thereafter until July 2006 for the balance of principal plus interest at a rate of 7.5% per annum.

As at February 28, 2005, the total amount outstanding under the revised lease purchase agreements was $956,726, including interest of $58,510. We are required to maintain the equipment in good working order and are also required to maintain
adequate insurance on the equipment. We are required to complete future lease payments of $485,014 during the 2005 fiscal year and $413,202 during the 2006 fiscal year.

Tri-Con Group

We had pre-paid $433,755 to the Tri-Con Group as of February 28, 2005 in connection with planned exploration activities to be carried out on the Nolan Gold Project during fiscal 2005. These activities will be carried out by the Tri-Con Group on
behalf of us in accordance with our operating agreements with the Tri-Con Group. See Item – 12 Certain Relationships and Related Transactions of our Annual Report on Form 10-KSB for the year ended November 30, 2004 further disclosure regarding
our operating agreements with the Tri-Con Group.

Debt

The amount of our convertible debt outstanding was $176,652 as of February 28, 2005. All of this amount is current. Included in this amount is a convertible debenture in the amount of $140,000 which is in default and has accrued interest of
$78,827. It is unclear as to whether this amount will ever be converted into common shares. There is no agreement to exchange this amount of remaining original convertible debentures into replacement debentures.

As of November 30, 2004, we had repaid in full all previously outstanding convertible debentures that we had renegotiated as of March 1, 2001.

Mineral Properties

As of February 28, 2005, we were in arrears of required mineral property claims and option payments of $320,000 in respect of our Hammond Property and therefore the rights to the property were adversely affected. However, we are currently in the
process of re-negotiating the terms and conditions of the Agreement with the property owner. The property owner has confirmed that our mineral claims and options are in good standing on the understanding we will use our best efforts to pay the
minimum royalty payments, including the payments that are in arrears for the past four years, when business conditions permit. There is however no assurance that we will be able to re-negotiate this agreement.

9

---

Low-Rank Coal-Water Fuel Business

In order to proceed with establishing the commercial viability of our low-rank coal-water fuel business, we are currently seeking financing from the U.S. Government and from private sources to achieve the full $20,000,000 funding for this
project. There is no assurance that we will be awarded any grant or private funding or that we will be able to complete any additional sales of our equity securities or arrange for debt or other financing to fund this component of our plan of
operations.

Future Financings

We require additional financings in order to fund our plan of operations. We anticipate continuing to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in
dilution to our existing shareholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned exploration activities, including test mining activities,.

Restatement

Our consolidated financial statements for the years ended November 30, 2003 and 2002 have been restated to give effect to (i) the write-off of exploration and mineral property costs previously capitalized, (ii) the write down of equipment relating
to our Grant mine mill, (iii) to correct a computation error in the amount of asset retirement obligations, and (vi) to correct an error in recording the effect of the issuance of shares of common stock issued at a 20% discount to debenture holders
upon repayment of amounts due by way of stock issued instead of cash. Please refer to Note 17of our audited financial statements for the years ended November 30, 2003 and 2002 included with our second amended Form 10-KSB for the year ended
November 30, 2003 for a summary of the impact of this restatement on our results of operations for 2003. Please refer to Note 8 of our interim financial statements for the three months ended February 28, 2005 for a summary of the impact of this
restatement on our results of operations for three months ended February 29, 2004.

Going Concern

Our financial statements have been prepared on a going concern basis, which assumes the realization of assets and settlement of liabilities in the normal course of business.  Our ability to continue as a going concern is dependent upon our ability
to generate profitable operations in the future and/ or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they become due.  The outcome of these matters cannot be
predicted with any certainty at this time and raise substantial doubt that we will be able to continue as a going concern. Our financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be
necessary should we be unable to continue as a going concern.

We plan to continue raising capital through private placements and warrant issues, although there is no assurance that any additional private placement financings will be achieved. In addition, we are exploring other business opportunities including
the development of low-rank coal-water fuel as replacement fuel for oil fired industrial boilers and utility generators.

CRITICAL ACCOUNTING POLICIES

Exploration Stage Company

The Securities and Exchange Commission’s Exchange Act Guide 7 “Description of Property by Issuers Engaged or to be Engaged in Significant Mining Operations” requires that mining companies in the exploration stage should not refer
to themselves as development stage companies in their financial statements, even though such companies should comply with Financial Accounting Board Statement No. 7, if applicable.  We are an exploration stage company under the SEC’s Guide 7
and accordingly, we have not been referred to as a development stage company in our financial statements. Accumulated results of operations are presented from December 1, 2001, the date we re-entered the exploration stage.

10

---

Mineral claim payments and exploration costs

We expense all costs related to the acquisition, maintenance and exploration of mineral claims in which we have secured exploration rights prior to establishment of proven and probable reserves.  To date, we have not established the commercial
feasibility of our exploration prospects, therefore, all costs are being expensed.

11

---

Asset retirement obligation

Effective December 1, 2002, we adopted SFAS 143, Accounting for Asset Retirement Obligations, which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated
retirement costs.  The standard applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and normal use of the asset.

SFAS No. 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The fair value of the liability is added to the
carrying amount of the associated asset and this additional carrying amount is depreciated over the life of the asset. The liability is accreted at the end of each period through charges to operating expense. If the obligation is settled for other
than the carrying amount of the liability, we will recognize a gain or loss on settlement.

Stock Based Compensation

Effective November 1, 2002, we adopted the fair value recognition provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation. Under the modified prospective method of adoption selected by us under the provisions of FASB Statement
No. 148, Accounting for Stock-Based Compensation – Transition and Disclosure, compensation cost recognized in 2003 is the same as that which would have been recognized had the recognition provisions of Statement 123 been applied from its
original effective date. Results for prior years have not been restated.  The value of shares issued to non-employees for services is based on the quoted market price of our shares as of the date of issue.

RISK FACTORS

We face risks in completing our exploration plans and achieving revenues. The following risks are material risks that we face. We also face the risks identified elsewhere in this Quarterly Report on Form 10-QSB and in other filings with the
Securities and Exchange Commission. If any of these risks occur, our business, our ability to achieve revenues, our ability to produce gold, our operating results and our financial condition could be seriously harmed.

If we do not obtain new financings, the amount of funds available to us to pursue exploration activities at the Nolan Gold Project and to pursue further exploration of our mineral properties will be reduced.

We have relied on recent private placement financings in order to fund exploration of the Nolan Gold Project. We will continue to require additional financing to complete our plan of operations for exploration work at the Nolan Gold Project and to
carry out our exploration programs on our other mineral properties.  While our financing requirements may be reduced if gold recoveries are achieved, any impairment in our ability to raise additional funds through financings would reduce the
available funds for the exploration of the Nolan Gold Project, including additional test mining activities, with the result that our plan of operations may be adversely affected and potential recoveries reduced or delayed.

As we have a working capital deficit and we have not reported revenues in our last three fiscal years there is no assurance that we will be able to achieve the financing necessary to enable us to proceed with our exploration activities, including
test mining activities,.

We had a working capital deficiency of $841,292 as of February 28, 2005. We did not report revenues in our last three fiscal years ended November 30, 2004, 2003 or 2002 or in our first quarter ended February 28, 2005. Our plan of operations
calls for substantial expenditures of $1,960,000 to be incurred by us over the next twelve months in order to continue exploration activities at the Nolan Gold Project. While we will apply proceeds from gold sales generated from our test mining
activities to cover our exploration expenditures, we anticipate that proceeds from gold sales over the next twelve months will not exceed our projected expenditures during this period with the result that we will require substantial financing in
order for us to pursue our plan of operations. If we do not achieve the necessary financing, then we will not be able to proceed with our planned exploration

12

---

activities, including our planned test mining activities, and our financial condition, business prospects and results of operations will be materially adversely affected.

As we have not established that there are any commercially viable mineral deposits on our Nolan property and we have not established commercially viable operations on the Nolan Gold Project, there is no assurance that any amounts we recover from
test mining activities on the Nolan Gold Project will be exceed the costs of recovering this gold.

Our activities at the Nolan Gold Project are in the exploration stage.  While we have undertaken test mining activities at the Nolan Gold Project as part of our exploration programs, we have not yet established a commercially viable operation on our
Nolan Gold Project. Further, we have historically attempted to mine the placer gold deposits at the Nolan Gold Project without obtaining sufficient drilling and sampling information to meet data density standards commonly used by commercial-sized
placer mining companies. We may continue with test mining activities at the Nolan Gold Project without establishing that the placer deposits contain commercially viable mineral deposits. As we may proceed with these activities without first
establishing that the placer deposits contain commercially viable mineral deposits, there is no assurance that we will recover quantities of gold that will enable us to achieve sales of gold that will exceed our costs of recovering the gold. In this
event, our costs of exploration will exceed any amount recovered from test mining activities that we carry out as part of our exploration program on the Nolan Gold Project.

If we are unable to achieve projected gold recoveries from our test mining activities at the Nolan Gold Project, then our financial condition will be adversely affected and we will have less cash with which to pursue our operations.

We plan to undertake test mining activities as part of our exploration program for the Nolan Gold Project. Our objective is to recover gold from test mining activities to off-set the exploration cost of our test mining activities. As we have not
established any reserves on this property, there is no assurance that actual recoveries of gold from material mined during test mining activities will equal or exceed our exploration costs. If gold recoveries are less than projected, then our gold
sales will be less than anticipated and may not equal or exceed the cost of exploration and recovery in which case our operating results and financial condition will be adversely affected.

If the price of gold declines, our financial condition and ability to obtain future financings will be impaired.

Our business is extremely dependent on the price of gold. Our recoveries from sales of gold for the current fiscal year are dependent on the price of gold in addition to the quantity of gold that we are able to recover. If gold prices decline prior
to the recovery and sale of gold from the Nolan Gold Project, then our recoveries from sales of gold and financial condition will be adversely impacted. We have not undertaken any hedging transactions in order to protect us from a decline in the
price of gold. A decline in the price of gold may also decrease our ability to obtain future financings to fund our planned exploration programs activities.

The price of gold is affected by numerous factors, all of which are beyond our control.  Factors that tend to cause the price of gold to decrease include the following:

|(a) | Sales or leasing of gold by governments and central banks;                      
|--- | --------------------------------------------------------------------------------
|   
|(b) | A low rate of inflation and a strong US dollar;                                 
|   
|(c) | Speculative trading;                                                            
|   
|(d) | Decreased demand for golds industrial, jewelry and investment uses;             
|   
|(e) | High supply of gold from production, disinvestment, scrap and hedging;          
|   
|(f) | Sales by gold producers and foreign transactions and other hedging transactions;

13

---

|(g) | Devaluing local currencies (relative to gold price in US dollars) leading to lower production costs and higher production in certain major gold producing regions.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

If costs of gold recovery at our Nolan Gold Project are higher than anticipated, then our financial condition and ability to pursue additional exploration will be adversely affected.

We have proceeded with test mining activities on the Nolan Gold Project on the basis of estimated capital and operating costs.  If capital and operating costs are greater than anticipated, then cash used in test mining activities at the Nolan Gold
Project will be greater than anticipated. Increase cash used in test mining activities will cause us to have less funds for other expenses, such as administrative and overhead expenses and exploration of our other mineral properties and further test
mining activities on the Nolan Gold Project. In this event, our financial condition will be adversely affected and will have less funds with which to pursue our exploration programs.

If our exploration costs are higher than anticipated, then our financial condition and ability to pursue additional exploration will be adversely affected.

We are currently proceeding with exploration of our mineral properties on the basis of estimated exploration costs. This exploration program includes drilling programs at various locations within the Nolan Gold Project. If our exploration costs are
greater than anticipated, then we will have less funds for our exploration activities, including test mining activities, that we plan to carry out at our Nolan Gold Project, and for our general and administrative expenses. In this event, our
financial condition will be adversely affected, our losses will increase and we will have less funds with which to pursue our exploration programs. Factors that could cause exploration costs to increase include adverse weather conditions, difficult
terrain and shortages of qualified personnel.

Exploration activities, including test mining and operating activities, are inherently hazardous.

Mineral exploration activities, including test mining activities, involve many risks that even a combination of experience, knowledge and careful evaluation may not be able to overcome. Operations that we undertake will be subject to all the hazards
and risks normally incidental to exploration, test mining and recovery of gold and other metals, any of which could result in work stoppages, damage to property and possible environmental damage. The nature of these risks are such that liabilities
might result in us being forced to incur significant costs that could have a material adverse effect on our financial condition and business prospects.

There is no assurance that any of our mineral resources will ever be classified as reserves under the disclosure standards of the Securities and Exchange Commission.

Our annual report on Form 10-KSB for the year ended November
  30, 2004 discusses our mineral resources in accordance with Canadian National
  Instrument 43-101, as discussed under the section of this annual report entitled
  “Description of Properties”. Resources are classified as “measured
  resources”, indicated resources” and “inferred resources”
  under NI 43-101. However, U.S. investors are cautioned that the United States
  Securities and Exchange Commission does not recognized these resource classifications.
  There is no assurance that any of our mineral resources will be converted into
  reserves under the disclosure standards of the United States Securities and
  Exchange Commission.

If we experience exploration accidents or other adverse events at our Nolan Gold Project, then our financial condition and profitability could be adversely affected.

Our exploration activities, including test mining activities, at the Nolan Gold Project are subject to adverse operating conditions. Exploration accidents or other adverse incidents, such as cave-ins or flooding, could affect our ability to continue
test mining activities at the Nolan Gold Project. A particular concern at the Nolan Gold Project is warm temperatures that can reduce the winter season during which we can safely conduct underground test mining activities. The occurrence of any of
these events could cause a delay in production of gold or could reduce the amount of gold that we are able to recover, with the result that our ability to achieve recoveries from gold sales and to sustain operations would be adversely impacted.
Adverse operating conditions may also cause our operating costs to increase. Exploration accidents or other adverse events could

14

---

also result in an adverse environmental impact to the land on which our operations are located with the result that we may become subject to the liabilities for environmental clean up and remediation.

If we become subject to increased environmental laws and regulation, our operating expenses may increase.

Our exploration activities, including test mining activities, are regulated by both US Federal and State of Alaska environmental laws that relate to the protection of air and water quality, hazardous waste management and mine reclamation.  These
regulations may impose operating costs on us.  If the regulatory environment for our operations changes in a manner that increases costs of compliance and reclamation, then our operating expenses would increase with the result that our financial
condition and operating results would be adversely affected.

As we have not reported revenues in recent fiscal periods, there is no assurance that we will be able to continue as a going concern.

Our audited financial statements included with our Annual Report for the year ended November 30, 2004 have been prepared assuming that we will continue as a going concern. Our auditors have made reference to the substantial doubt as to our ability
to continue as a going concern in their audit report on our audited financial statements for the year ended November 30, 2004. If we are not able to achieve revenues, then we may not be able to continue as a going concern and our financial condition
and business prospects will be adversely affected.

Because of the speculative nature of exploration of mineral properties, there is no assurance that our exploration activities will result in the discovery of new commercially exploitable quantities of minerals or that we will be able to establish
proven and probable reserves as a result of our exploration.

We plan to continue exploration on our mineral properties. The search for valuable minerals as a business is extremely risky. We can provide investors with no assurance that additional exploration on our properties will establish that additional
commercially exploitable reserves of gold exist on our properties. Problems such as unusual or unexpected geological formations or other variable conditions are involved in exploration and often result in exploration efforts being unsuccessful. The
additional potential problems include, but are not limited to, unanticipated problems relating to exploration and attendant additional costs and expenses that may exceed current estimates.  These risks may result in us being unable to establish the
presence of commercial exploitable quantities of ore on our mineral claims with the result that our ability to fund future exploration activities may be impeded.

As we face intense competition in the exploration industry, we will have to compete with our competitors for financing and for qualified managerial and technical employees.

The exploration industry is intensely competitive in all of its phases.  Competition includes large established exploration companies with substantial capabilities and with greater financial and technical resources than we have.  As a result of this
competition, we may be unable to acquire additional attractive mining claims or financing on terms we consider acceptable. We also compete with other exploration companies in the recruitment and retention of qualified managerial and technical
employees. If we are unable to successfully compete for financing or for qualified employees, our exploration programs may be slowed down or suspended.

Our business venture into the low rank coal water fuel business is subject to a high risk of failure.

Our business venture into the low rank coal water fuel technology business is at a very early stage and is subject to a high risk of failure. The low rank coal water fuel technology has not been proven by us to be a commercially viable fuel
alternative.  In order to establish commercial viability, we will have to undertake the construction and operation of the contemplated demonstration facility.  The construction and three year operation of the demonstration facility would cost
approximately $20 million. Even if the demonstration facility were constructed and operational, there is no assurance that the commercial viability of this process would be established or that we would be able to expand the facility into a
commercially viable operation or to generate

15

---

revenues from this technology. We are pursuing funding from the United States federal government and from private sources to fund the construction of the demonstration facility.  There is no assurance that we will succeed in obtaining government or
private funding for this project.  Even if funding is obtained and the demonstration facility constructed, there is no assurance that we would be able to generate profits or revenues from the operation of the demonstration facility.

16

---

|ITEM 3. | CONTROLS AND PROCEDURES.
|------- | ------------------------

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the “Exchange Act”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of February 28, 2005,
being the date of our most recently completed fiscal quarter. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, Mr. Garry L. Anselmo.  Based upon that
evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting management to material information relating to us required to be included in our periodic SEC
filings. There have been no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the date we carried out our evaluation.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in
our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

During our most recently completed fiscal quarter ended February 28, 2005, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to affect, our internal control over financial
reporting.

The term “internal control over financial reporting” is defined as a process designed by, or under the supervision of, the registrant's principal executive and principal financial officers, or persons performing similar functions, and
effected by the registrant's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles and includes those policies and procedures that:

|(1) | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;                                                                                                                                                                                   
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made
  only in accordance with authorizations of management and directors of the registrant; and
|   
|(3) | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant's assets that could have a material effect on the financial statements.                                                                                                                                    

17

---

PART II - OTHER INFORMATION

|ITEM 1. | LEGAL PROCEEDINGS
|------- | -----------------

We currently are not a party to any material legal proceedings and to our knowledge, no such proceedings are threatened or contemplated.

|ITEM 2. | CHANGES IN SECURITIES AND USE OF PROCEEDS
|------- | -----------------------------------------

We have reported sales of securities without registration under the Securities Act of 1933 during our fiscal quarter ended February 28, 2005 on the following Current Reports on Form 8-K that we have filed with the Securities and Exchange
Commission.

|Report                      | Date of Filing with SEC
|--------------------------- | -----------------------
|Current Report on Form  8-K | February 2, 2005       
|Current Report on Form  8-K | April 6, 2005          

We have not completed any sales of securities without registration pursuant
    to the Securities Act of 1933 during the fiscal quarter ended February 28,
    2005 that were not reported on the Current Reports on Form 8-K described above.


|ITEM 3. | DEFAULT UPON SENIOR SECURITIES
|------- | ------------------------------

We are currently in default of obligations pursuant to convertible debentures in the aggregate principal amount of $140,000, plus accrued interest of $78,827. There is no agreement to exchange this amount of remaining original convertible
debentures into replacement debentures.

|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ---------------------------------------------------

None.

|ITEM 5. | OTHER INFORMATION
|------- | -----------------

None.

|ITEM 6. | EXHIBITS AND REPORTS ON FORM 8-K
|------- | --------------------------------

|Exhibit |                                                                                                                                                                                       
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibit                                                                                                                                                                
|3.1     | Articles of the Company (1)                                                                                                                                                           
|3.2     | Amendment to Articles of the Company (2)                                                                                                                                              
|3.3     | Altered Memorandum of the Company (3)                                                                                                                                                 
|3.4     | Amendment to Articles of the Company (8)                                                                                                                                              
|4.1     | Share certificate representing common shares of the capital of the Company (1)                                                                                                        
|10.1    | Agreement for Conditional Purchase and Sale of Mining
        Property between the Company and Roger C. Burggraf dated October 6, 1978 – Grant
        Mine Property (1)              
|10.2    | Agreement for Conditional Purchase and Sale of Mining
        Property between the Company and Paul
  Barelka, Donald May and Mark Thoennes dated May 12, 1979 – St. Paul Property (1)

18

---

|10.3  | Lease of Mining Claims with Option to Purchase between
        the Company and Alaska Mining Company,
  Inc. dated February 3, 1995 – Hammond Property (4)                                   
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.4  | Change of Control Agreement between the Company and
    Garry L. Anselmo dated May, 1995(6)                                                                                                  
|10.5  | Change of Control Agreement between the Company and James Dixon dated May, 1995 (6)                                                                                                          
|10.6  | Amendment to Change of Control Agreement between the Company and Garry L. Anselmo (6)                                                                                                        
|10.7  | Operating Agreement between the Company and Tri-Con Mining Ltd. dated January 1, 1997 (5)                                                                                                    
|10.8  | Operating Agreement between the Company and Tri-Con Mining Inc. dated January 1, 1997 (6)                                                                                                    
|10.9  | Operating Agreement between the Company and Tri-Con
    Mining Alaska Inc. dated January 1, 1997 (6)                                                                                         
|10.10 | Contract between the Company and Dr. Warrack Willson dated March 19, 2001 (6)                                                                                                                
|10.11 | Equipment Lease Agreement between the Company and
        Airport Equipment Rentals Inc. dated October
  11, 2002 (6)                                                                        
|10.12 | 2003 Stock Option Plan (7)                                                                                                                                                                   
|10.13 | Form of Warrant Exercise Agreement between the Company
        and certain of the selling security
  holders (9)                                                                             
|10.14 | Consultant Agreement between the Company and CEOcast, Inc. dated April 21, 2004 (9)                                                                                                          
|10.15 | Subscription Agreement between the Company and Christoph Bruning dated May 10, 2004 (9)                                                                                                      
|10.16 | Consultant Agreement between the Company and Smith
        Conciglia Consulting, Inc. dated May 16,
  2004 (9)                                                                               
|10.17 | Form of Delay Agreement between the Company and certain of the Selling Shareholders.(9)                                                                                                      
|10.18 | 2004 Stock Option Plan (10)                                                                                                                                                                  
|31.1  | Certification of Chief Executive
          Officer and Chief Financial Officer pursuant to Section 302 of the
  Sarbanes-Oxley Act of 2002(11)                                               
|32.1  | Certification of Chief Executive
          Officer and Chief Financial Officer pursuant to 18 U.S.C. Section
  1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(11)

|(1)  | Filed as an exhibit to the Company’s Registration Statement on Form 10 filed initially on May 11, 1984, as amended.
|---- | -------------------------------------------------------------------------------------------------------------------
|(2)  | Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed on July 15, 1997.                         
|(3)  | Filed as an exhibit to the Company’s Current Report on Form 8-K filed on September 11, 2002.                       
|(4)  | Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended November 30, 1995.              
|(5)  | Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended November 30, 1996.              
|(6)  | Filed as an exhibit to the Company’s Annual Report on Form 10-KSB for the year ended November 30, 2002.            
|(7)  | Filed as an exhibit to the Company’s Schedule 14A Proxy Statement filed April 29, 2003.                            
|(8)  | Filed as an exhibit to the Company’s Current Report on Form 8-K filed on June 13, 2003.                            
|(9)  | Filed as an exhibit to the Company’s Registration Statement on Form SB-2 filed on May 19, 2004;                    
|(10) | Filed as an exhibit to the Company’s Quarterly Report on Form 10-QSB filed on July 15, 2004.                       
|(11) | Filed as an exhibit to Quarterly Report on Form 10-QSB.                                                            

19

---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

|                     | SILVERADO GOLD MINES LTD.    
|-------------------- | -----------------------------
|                     |                              
|                     |                              
|                     |                              
|                     |                              
|DATE: April 18, 2005 | /s/ Garry L. Anselmo         
|                     |                              
|                     | Garry L. Anselmo             
|                     | President                    
|                     | Chief Executive Officer      
|                     | (Principal Executive Officer)
|                     | Chief Financial Officer      
|                     | (Principal Financial Officer)

20

---