---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-QSB

[ x ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
  EXCHANGE ACT OF 1934

For the quarterly period ended: February 28, 2006

OR

[]
  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
  1934

For the transition period from ___ to ____

Commission File Number 0-12132

SILVERADO GOLD MINES
LTD.(NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS
CHARTER)

|British Columbia, Canada                         | 98-0045034                          
|------------------------------------------------ | ------------------------------------
|(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.)
|organization)                                    |                                     
|                                                 |                                     
|1111 West Georgia Street, Suite 505,             |                                     
|Vancouver, British Columbia, Canada              | V6E 4M3                             
|(Address of principal executive offices)         | (Zip Code)                          

Issuer's telephone number: (604) 689-1535

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

Check whether the registrant is a shell company (as defined in
  Rule 12b-2 of the Exchange Act). Yes []
  No [ x ]

Number of shares outstanding as of April 5, 2006: 531,474,945
common shares.

Transitional Small Business Disclosure Format: Yes []
  No [ x ]

---

PART IFINANCIAL INFORMATION

ITEM
1.               
FINANCIAL STATEMENTS

SILVERADO GOLD MINES LTD.(An Exploration Stage
Company) CONSOLIDATED BALANCE SHEETS February 28, 2006 and November 30,
2005 (Stated in United States Dollars)

|                                                            |   | 2006        |   |   | 2005        |  
|----------------------------------------------------------- | - | ----------- | - | - | ----------- | -
|                                                            |   | (Unaudited) |   |   |             |  
|                                                            |   |             |   |   |             |  
|**ASSETS**                                                  |  
|                                                            |   |             |   |   |             |  
|Current                                                     |   |             |   |   |             |  
|Cash and cash equivalents                                   | $ | 1,429,928   |   | $ | 408,589     |  
|Gold inventory                                              |   | 30,262      |   |   | 27,916      |  
|Amounts receivable                                          |   | 14,698      |   |   | 6,594       |  
|                                                            |   |             |   |   |             |  
|                                                            |   | 1,474,888   |   |   | 443,099     |  
|Property, plant and equipment                               |   | 1,239,476   |   |   | 1,285,553   |  
|                                                            |   |             |   |   |             |  
|                                                            | $ | 2,714,364   |   | $ | 1,728,652   |  
|                                                            |   |             |   |   |             |  
|LIABILITIES                                                 |  
|Current                                                     |   |             |   |   |             |  
|Accounts payable and
      accrued liabilities              | $ | 386,011     |   | $ | 393,058     |  
|Mineral claims royalty payable                              |   | 400,000     |   |   | 400,000     |  
|Payable to related
      companies                          |   | 233,875     |   |   | 70,282      |  
|Convertible debentures, current portion                     |   | 176,652     |   |   | 176,652     |  
|Capital lease
      obligation, current portion             |   | 470,726     |   |   | 258,254     |  
|                                                            |   |             |   |   |             |  
|                                                            |   | 1,667,264   |   |   | 1,298,246   |  
|Asset retirement obligation                                 |   | 546,196     |   |   | 539,453     |  
|Capital lease obligations                                   |   | 148,835     |   |   | 463,895     |  
|                                                            |   |             |   |   |             |  
|                                                            |   | 2,362,295   |   |   | 2,301,594   |  
|                                                            |   |             |   |   |             |  
|SHAREHOLDERS EQUITY
      (DEFICIT)                        |  
|Capital stock                                               |   |             |   |   |             |  
|Authorized: unlimited common shares with no
      par value |   |             |   |   |             |  
|Issued and outstanding:                                     |   |             |   |   |             |  
|461,808,279 common
      shares (2005: 355,054,275)         |   | 73,976,508  |   |   | 71,526,738  |  
|Additional capital stock options                            |   | 466,314     |   |   | 466,314     |  
|Shares to be issued                                         |   | 200,000     |   |   | 54,500      |  
|Accumulated deficit during exploration                      |   | (74,290,753 | ) |   | (72,620,494 | )
|                                                            |   |             |   |   |             |  
|                                                            |   | 352,069     |   |   | (572,942    | )
|                                                            |   |             |   |   |             |  
|                                                            | $ | 2,714,364   |   | $ | 1,728,652   |  

See accompanying notes to financial statements

2

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SILVERADO GOLD MINES LTD.(An Exploration Stage
Company) CONSOLIDATED STATEMENTS OF OPERATIONS & OTHER COMPREHENSIVE
INCOME for the three months ended February 28, 2006 and February 28, 2005
(Stated in United States Dollars)

|                                                  |   |                                |   |   |                  |   |   | Period Since    |  
|------------------------------------------------- | - | ------------------------------ | - | - | ---------------- | - | - | --------------- | -
|                                                  |   |                                |   |   |                  |   |   | Recommencement  |  
|                                                  |   |                                |   |   |                  |   |   | Of Exploration  |  
|                                                  |   |                                |   |   |                  |   |   | Stage           |  
|                                                  |   | Three months ended February 28 |   |   | December 1, 2001 |  
|                                                  |   | 2006                           |   |   | 2005             |   |   | To February 28, |  
|                                                  |   | (Unaudited)                    |   |   | (Unaudited)      |   |   | 2006            |  
|                                                  |   |                                |   |   |                  |   |   |                 |  
|General and Administrative Expenses               |   |                                |   |   |                  |   |   |                 |  
|Accounting and audit                              | $ | 14,823                         |   | $ | 22,600           |   | $ | 188,837         |  
|Advertising and
      promotion                   |   | 129,284                        |   |   | 97,126           |   |   | 1,606,801       |  
|Consulting fees                                   |   | 52,000                         |   |   | 265,537          |   |   | 4,435,230       |  
|Depreciation, accretion
      and impairment      |   | 54,493                         |   |   | 58,050           |   |   | 1,798,153       |  
|Exploration expenses                              |   | 855,943                        |   |   | 156,252          |   |   | 9,483,303       |  
|Financing activities                              |   | -                              |   |   | 252,003          |   |   | 252,003         |  
|Interest on convertible debentures                |   | 3,258                          |   |   | 2,800            |   |   | 676,665         |  
|Interest on capital
      lease obligations       |   | 12,892                         |   |   | 5,734            |   |   | 270,481         |  
|Legal                                             |   | 32,045                         |   |   | 20,085           |   |   | 303,533         |  
|Management services                               |   | 240,162                        |   |   | 151,343          |   |   | 2,162,681       |  
|Office                                            |   | 225,630                        |   |   | 105,712          |   |   | 2,012,574       |  
|Other interest and bank
      charges             |   | 2,640                          |   |   | 1,898            |   |   | 30,277          |  
|Reporting and investor relations                  |   | 37,467                         |   |   | 10,825           |   |   | 152,106         |  
|Research                                          |   | 28,268                         |   |   | 21,368           |   |   | 633,947         |  
|Transfer agent fees and mailing                   |   | 10,236                         |   |   | 2,251            |   |   | 101,585         |  
|Write-off of mineral
      claim expenditures     |   | -                              |   |   | -                |   |   | 1,159,529       |  
|Write-down of property, plant and
      equipment |   | -                              |   |   | -                |   |   | 285,875         |  
|                                                  |   |                                |   |   |                  |   |   |                 |  
|Total General and Administrative Expenses         |   | (1,699,141                     | ) |   | (1,173,584       | ) |   | (25,553,580     | )
|                                                  |   |                                |   |   |                  |   |   |                 |  
|Interest and other income                         |   | 6,425                          |   |   | 256              |   |   | 99,215          |  
|                                                  |   |                                |   |   |                  |   |   |                 |  
|Cumulative effect of accounting change            |   | -                              |   |   | -                |   |   | (153,226        | )
|                                                  |   |                                |   |   |                  |   |   |                 |  
|Other comprehensive income                        |   |                                |   |   |                  |   |   |                 |  
|                                                  |   |                                |   |   |                  |   |   |                 |  
|Gain (loss) on foreign exchange                   |   | 22,457                         |   |   | (47,459          | ) |   | 165,530         |  
|                                                  |   |                                |   |   |                  |   |   |                 |  
|Loss and comprehensive loss for the period        | $ | (1,670,259                     | ) | $ | (1,220,787       | ) | $ | (25,442,061     | )
|                                                  |   |                                |   |   |                  |   |   |                 |  
|Net loss per share                                | $ | (0.00                          | ) | $ | (0.01            | ) |   |                 |  
|                                                  |   |                                |   |   |                  |   |   |                 |  
|Basic and diluted weighted average number of      |   |                                |   |   |                  |   |   |                 |  
|common shares
      outstanding                   |   | 412,932,891                    |   |   | 240,988,392      |   |   |                 |  

See accompanying notes to financial statements

3

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SILVERADO GOLD MINES LTD.(An Exploration
Stage Company) CONSOLIDATED STATEMENTS OF CASH FLOWS for the three
months ended February 28, 2006 and February 28, 2005(Stated in United
States Dollars)

|                                                             |   |                                |   |   |                      |   |   | Period Since         |  
|------------------------------------------------------------ | - | ------------------------------ | - | - | -------------------- | - | - | -------------------- | -
|                                                             |   |                                |   |   |                      |   |   | Recommencement       |  
|                                                             |   | Three Months Ended February 28 |   |   | Of Exploration Stage |  
|                                                             |   | 2006                           |   |   | 2005                 |   |   | December 1, 2001     |  
|                                                             |   | (Unaudited)                    |   |   | (Unaudited)          |   |   | to February 28, 2006 |  
|Cash Flows used in Operating
      Activities                |   |                                |   |   |                      |   |   |                      |  
|Net loss for the
      period                                | $ | (1,670,259                     | ) | $ | (1,220,787           | ) | $ | (25,442,061          | )
|Adjustments to reconcile loss to net cash provided           |   |                                |   |   |                      |   |   |                      |  
|by (used in)
      operating activities:                     |   |                                |   |   |                      |   |   |                      |  
|Cumulative effect of accounting change                       |   | -                              |   |   | -                    |   |   | 153,226              |  
|Depreciation, accretion and impairment                       |   | 54,493                         |   |   | 58,050               |   |   | 1,798,153            |  
|Stock based compensation                                     |   | -                              |   |   | -                    |   |   | 2,252,950            |  
|Stock issued for debenture                                   |   | -                              |   |   | -                    |   |   | 217,687              |  
|Non-cash consulting expense                                  |   | -                              |   |   | 282,900              |   |   | 862,040              |  
|Non-cash financing expense                                   |   | -                              |   |   | 252,003              |   |   | 252,003              |  
|Interest accrued                                             |   | -                              |   |   | -                    |   |   | 486,370              |  
|Write-off of mineral claim expenditures                      |   | -                              |   |   | -                    |   |   | 1,159,529            |  
|Write-down of property, plant and equipment                  |   | -                              |   |   | -                    |   |   | 285,875              |  
|Changes in
      non-cash operating working capital:         |   |                                |   |   |                      |   |   |                      |  
|Amounts receivable                                           |   | (8,104                         | ) |   | (532                 | ) |   | (11,823              | )
|Gold
      inventory                                         |   | (2,346                         | ) |   | 20,615               |   |   | (19,122              | )
|Prepaid expense                                              |   | -                              |   |   | 122,000              |   |   | -                    |  
|Exploration and development advances                         |   | -                              |   |   | 98,373               |   |   | -                    |  
|Share subscriptions issued                                   |   | 145,500                        |   |   | (70,000              | ) |   | 315,000              |  
|Accounts payable and accrued liabilities                     |   | (7,047                         | ) |   | 4,587                |   |   | (210,382             | )
|Increase in mineral claims royalty payable                   |   | -                              |   |   | -                    |   |   | 83,500               |  
|                                                             |   |                                |   |   |                      |   |   |                      |  
|Net cash used in Operating
      Activities                  |   | (1,487,763                     | ) |   | (452,791             | ) |   | (17,817,055          | )
|                                                             |   |                                |   |   |                      |   |   |                      |  
|Cash Flows used in Investing
      Activities                |   |                                |   |   |                      |   |   |                      |  
|Purchase of
      property, plant and equipment              |   | -                              |   |   | (480                 | ) |   | (1,334,705           | )
|Disposal of property, plant and equipment                    |   | -                              |   |   | -                    |   |   | 152,252              |  
|                                                             |   |                                |   |   |                      |   |   |                      |  
|Net cash provided (used) from
      Investing Activities     |   | -                              |   |   | (480                 | ) |   | (1,182,453           | )
|                                                             |   |                                |   |   |                      |   |   |                      |  
|Cash Flows from Financing
      Activities                   |   |                                |   |   |                      |   |   |                      |  
|Common stock
      issued for cash (net of share issue cost) |   | 2,449,770                      |   |   | 499,313              |   |   | 21,057,573           |  
|Repayment of convertible debentures                          |   | -                              |   |   | -                    |   |   | (38,347              | )
|Repayment of loans
      payable                             |   | -                              |   |   | -                    |   |   | (35,729              | )
|Repayment of capital lease obligations                       |   | (104,261                       | ) |   | (19,266              | ) |   | (513,719             | )
|Due to related
      party                                   |   | 163,593                        |   |   | -                    |   |   | (57,435              | )
|                                                             |   |                                |   |   |                      |   |   |                      |  
|Net cash provided from Financing Activities                  |   | 2,509,102                      |   |   | 480,047              |   |   | 20,412,343           |  
|                                                             |   |                                |   |   |                      |   |   |                      |  
|Increase (decrease) in cash and cash
      equivalents       |   | 1,021,339                      |   |   | 26,776               |   |   | 1,412,835            |  
|                                                             |   |                                |   |   |                      |   |   |                      |  
|Cash and cash equivalents, beginning of
      period         |   | 408,589                        |   |   | 12,828               |   |   | 17,093               |  
|                                                             |   |                                |   |   |                      |   |   |                      |  
|Cash at end of the period                                    | $ | 1,429,928                      |   | $ | 39,604               |   | $ | 1,429,928            |  

See accompanying notes to financial statements

4

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

Three months ended February 28, 2006 and February 28, 2005

|1. | Basis of presentation:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The unaudited consolidated financial statements include
      the accounts of Silverado Gold Mines Ltd. and its wholly-owned subsidiary
      Silverado Green Fuel Inc. 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, 2006,
      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, 2006, and February 28, 2005, 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,
      2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2. | Going concern:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | At February 28, 2006, the Company had an accumulated
      deficit of $74,290,753 and a working capital deficiency of $192,376. The
      latter financial condition raises doubt regarding the Companys ability to
      continue as a going concern in the exploration stage.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | 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.                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The Company plans to continue to raise capital through
      private placements and warrant issues. It is 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

5

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

Three months ended February 28, 2006 and February 28, 2005

|3. | Related party
transactions:
|-- | ---------------------------

The Company had related party
transactions with Tri-Con Mining Ltd., Tri-Con Mining Inc., Tri-Con Mining
Alaska Inc. (collectively Tri-Con), all of which are controlled by a director
of ours.

Tri-Con are operations and exploration
  contractors, and have been employed by the Company under contract since 1972
  to carry out all of its fieldwork and to provide administrative and management
  services. Under our current contract dated January 1, 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.
  At February 28, 2006, we owe $233,875 to Tri-Con for exploration and administration
  services to be performed during the current fiscal year on behalf of the Company.
  Tri-Cons services for the current fiscal year are focusing mainly on 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 Tri-Con
  each period by category, including amounts relating to the Grant Mine Project
  and Nolan properties, for disbursements and for services rendered by Tri-Con
  personnel working on our projects, and including interest charged on outstanding
  balance at Tri-Cons borrowing costs are shown below:

| |                                                                      |   | February
      28, |  |   | February
      28, | 
| | -------------------------------------------------------------------- | - | ------------------ |  | - | ------------------ | 
| |                                                                      |   | 2006               |  |   | 2005               | 
| |                                                                      |   |                    |  |   |                    | 
| | Exploration services                                                 | $ | 544,005            |  | $ | 180,744            | 
| | Administrative and management services                               |   | 250,479            |  |   | 174,274            | 
| | Research                                                             |   | 28,268             |  |   | 21,368             | 
| |                                                                      | $ | 822,752            |  | $ | 376,386            | 
| |                                                                      |   |                    |  |   |                    | 
| | Amount of total charges in excess of Tri-Cons costs
      incurred  | $ | 140,740            |  | $ | 37,641             | 
| |                                                                      |   |                    |  |   |                    | 
| | Excess amount charged as a percentage of actual costs
      incurred |   | 14.6%              |  |   | 11.1%              | 

|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.

6

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

Three months ended February 28, 2006 and February 28, 2005

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

| |                         |   | February
      28, |  |   | February
      28, | 
| | ----------------------- | - | ------------------ |  | - | ------------------ | 
| |                         |   | 2006               |  |   | 2005               | 
| |                         |   |                    |  |   |                    | 
| | Issuance of shares for: |   |                    |  |   |                    | 
| | Financing activities    | $ | -                  |  | $ | 252,003            | 
| | Consulting services     |   | -                  |  |   | 282,900            | 

|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)                                                                                                                                                                                                                                                                                                                                        

|7. | Lease purchase agreement:
|-- | -------------------------
|   |                          
|   | a)                       

7

---

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

Three months ended February 28, 2006 and February 28, 2005

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

2006
      
      
      2005February 28, 2005
      $
      -
      
      $
      537,356February 28, 2006
      
      508,169
      
      
      419,370February 28, 2007
      
      152,216
      
      
      -Total minimum lease payments
      
      660,385
      
      
      956,726Less: interest
      
      (40,824
      )
      
      (58,510
      )619,561
      
      
      898,216Less: current portion
      
      (470,726
      )
      
      (485,014
      )Long-term portion
      $
      148,835
      
      $
      413,202


8

---

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

Three months ended February 28, 2006 and February 28, 2005

|8. | Common shares:                                                                                            
|-- | ----------------------------------------------------------------------------------------------------------
|   |                                                                                                           
|   | During the period ending February 28, 2006 the Company
      had the following common shares transactions:

| |                      |  | No. of Shares |  |   | Price per Share |  |   | Proceeds  |  
| | -------------------- |  | ------------- |  | - | --------------- |  | - | --------- | -
| | Warrants exercised   |  | 1,400,000     |  | $ | 0.0225          |  | $ | 31,500    |  
| | Private placement    |  | 85,806,201    |  |   | 0.0250          |  |   | 2,145,145 |  
| | Private placement    |  | 4,285,715     |  |   | 0.0280          |  |   | 120,000   |  
| | Private placement    |  | 7,353,334     |  |   | 0.0300          |  |   | 220,600   |  
| | Private placement    |  | 4,776,924     |  |   | 0.0325          |  |   | 155,250   |  
| | Private placement    |  | 428,573       |  |   | 0.0350          |  |   | 15,000    |  
| | Private placement    |  | 1,914,475     |  |   | 0.0380          |  |   | 72,750    |  
| | Private placement    |  | 788,782       |  |   | 0.1140          |  |   | 90,000    |  
| | Share issuance costs |  | -             |  |   | -               |  |   | (400,475  | )
| | Total                |  | 106,754,004   |  |   |                 |  | $ | 2,449,770 |  

|9. | Subsequent events:                           
|-- | ---------------------------------------------
|   |                                              
|   | Subsequent to February 28, 2006, the Company:
|   |                                              
|   | (a)                                          
|   |                                              
|   | (b)                                          

9

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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. Precious metals, primarily gold, are our main
interest. We have more than 30 years of experience in all aspects of the gold
mining industry, from grass-roots exploration, to state of the art mining and
processing technologies, for both placer and lode gold deposits. Our primary
focus is presently on the exploration of our Nolan Gold Project, located 175
miles north of Fairbanks, Alaska. Our plan of operations is to continue with
exploration activities at the Nolan Gold Project. These plans include
exploration for both placer gold deposits and lode gold deposits at the Nolan
Gold Project. Our exploration activities include lode drilling and trenching,
geochemical and geophysical surveys, placer drilling, and bulk placer test
mining work that we carry out as part of our exploration programs.

We are also seeking financing to enable us to proceed with the
retrofitting and operation of our Grant Mill Facility as a demonstration
facility to establish the combustion characteristics and marketability of
low-rank coal-water fuel to be used as a replacement fuel in 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 of the feasibility of
commercial mining on any of our properties is determined. There is no assurance
that further exploration will result in a final evaluation that determines a
commercially viable mineral deposit exists on any of our mineral properties.

10

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PLAN OF OPERATIONS

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

The Nolan Gold Project

We plan to conduct further exploration at 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, 2005 entitled Description of
Properties  Nolan Gold Project. The objective of this geological exploration
program is to further define both placer and lode gold occurrences in order to
provide a basis for future exploration activities, including test mining
activities, at the Nolan Gold Project. Our lode exploration work is intended to
increase our geologic knowledge on the Solomon Shear Trend.

We plan to spend approximately $1.3 million in the next nine
months in carrying out our exploration activities for the Nolan Gold Project,
subject to our raising additional financing. Of this amount, we anticipate
approximately $700,000 will be spent on test mining activities, with the balance
of $600,000 being spent on other exploration activities, including the phase one
drilling program on the Marys Bench East deposit and continued exploration for
lode gold occurrences along the Solomon Shear Trend. 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 in order to proceed with our exploration plans,
including winter test mining and gravel processing for gold recovery during the
summer of 2006. While the costs of exploration and test mining may be off-set by
recoveries from sales of gold that we may achieve these recoveries may not
exceed the costs of our exploration programs including our test mining
activities. See the discussion of our cash resources and working capital under
Liquidity and Financial Condition below and in the section entitled Risk Factors
below.

During the past three months we have developed a stockpile of
gravel by driving a tunnel into a gold bearing placer deposit known as the Swede
Channel. The tunnel is 12 feet high by 12 feet wide and is advanced 900 feet
into the channel.

The Channel is an ancient intra-glacial erosional feature
created by cyclical advances and retreats of nearby glaciers. Glacial gouging of
the valley has left the Swede Channel perched some 400 feet above the present
level of Nolan Creek Valley.

Our work to date has confirmed the presence of gold at the
gravel to bedrock interface, and we will continue to define the dimensions and
distribution of gold as we drive the tunnel further into the hillside. As the
tunnel is in permafrost, it requires minimal support other than at the portal.
Since it must be ventilated, it can only be worked during the coldest time of
the year, about November through March to preserve the integrity of the
permafrost. We have stockpiled the gold bearing gravel for processing this
summer.

Our plan is for the following operations to be carried out over
the remainder of the fiscal year.

| | 1. | Continue bulk extraction of the Channel gravels until
      spring, and then seal all openings to the frozen deposit until fall
      freeze-up temperatures.                                                         
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | Retro-fit and upgrade our sluicing plant to maximize the
      efficiency of processing and extracting gold from the stockpile.                                                                                         
| | 3. | Install necessary ponds, pipelines, pumps, etc., needed
      to facilitate the closed circuit, gravity concentration sluicing
      operations to be carried out this summer.                                          
| | 4. | Stabilize any surface disturbances to prevent or minimize
      surface degradation.                                                                                                                                    
| | 5. | Once the stockpile is sufficiently thawed, proceed with
      gravity processing of the stockpile. Those operations are expected to be
      completed by late July 2006.                                               
| | 6. | Initiate a placer drilling program aimed at further
      development of the Swede Channel and to prospect other areas of the
      property.                                                                           
| | 7. | Continue reclamation of prior surface disturbances at the
      Nolan project.                                                                                                                                          
| | 8. | Once freeze-up has occurred in the fall, re-open the
      Swede Channel. This work will proceed to stockpile all gold bearing gravel
      remaining in the Swede Channel to be washed during the summer of
    2007.
| | 9. | Initiate a new phase of exploration on the Solomon
      Shear. This will be a lode gold exploration
program.                                                                                                         

This plan will continue to be modified as new information becomes available.

11

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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.
  As we have not established commercially viable reserves on the Nolan Gold Project,
  there is no assurance that any recoveries of gold from test mining activities
  will 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 $240,000 during the
remaining fiscal year on our work to seek funding from government and private
sources in connection with establishment of the demonstration facility at the
Grant Mill. There is no assurance that any financing will be obtained from
either government or private sources to fund this project.

RESULTS OF OPERATIONS

Three months ended February 28, 2006 compared to the three
months ended February 28, 2005.

Revenues

We did not earn revenues during the three months ended February
28, 2006 or February 28, 2005 as commercial production of gold from the Nolan
Gold Project was not achieved 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 increased to $1,699,141 for the three months ended
February 28, 2006 compared to $1,173,584 for the three months ended February 28,
2005, representing an increase of $525,557 or 45%. The overall increase in
expenses was primarily attributable to increases in exploration, management
services and office expenses during the three months ended February 28, 2006 to
facilitate exploration on our Nolan Gold Project. Increases on these
expenditures were, in part, off-set by a decrease in consulting fees.

Increased exploration activity on our mineral properties resulted
  in an increase of our general exploration expenses to $855,943 for the three
  months ended February 28, 2006 compared to $156,252 for the three months ended
  February 28, 2005. The increase in exploration expenses during the first three
  months of our current fiscal year was attributable to increased exploration
  activities at the Nolan Gold Project compared to 2005. These exploration activities
  included bulk sampling and exploration activities on the Swede Channel section
  of the Nolan Gold Project. We anticipate that our exploration expenses will
  increase when we continue the test mining program aimed at further development
  of the Swede Channel and to prospect other areas of the property.

Research activities attributable to the low-rank coal-water
fuel technology increased to $28,268 for the three months ended February 28,
2006 compared to $21,368 for the three months ended February 28, 2005. Our
research activities are primarily in connection with the pursuit of government
and private funding for the development of the low-rank coal-water fuel
technology and include the compensation of Dr. Warrack Willson.

12

---

Office expenses increased to $225,630 for the three months
ended February 28, 2006 compared to $105,712 for the three months ended February
28, 2005, representing an increase of $119,918 or 113%. The increase during the
first three months of our current fiscal year reflects an increase in our
general office operating costs and activity in our offices in Fairbanks, Alaska
due to exploration activities on the Nolan Gold Project.

Management services expenses increased to $240,162 for the
three months ended February 28, 2006 compared to $151,343 for the three months
ended February 28, 2005, representing an increase of $88,819 or 59%. The
increase in management services reflects our increased exploration activity
during the first three months of 2006 compared to the first three months of
2005. Consulting fees decreased to $52,000 for the three months ended February
28, 2006 compared to $265,537 for the three months ended February 28, 2005,
representing a decrease of $213,537 or 80%. The decrease in consulting fees is
attributable to fewer consulting services

Loss

Our loss and comprehensive loss increased to $1,670,259 for the
three months ended February 28, 2006 compared to $1,220,787 for the three months
ended February 28, 2005 representing an increase of $449,472 or 37%. The
increase in our loss was primarily attributable to increased exploration,
management services and office expenses during the three months ended February
28, 2006. 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

The Company had cash and cash equivalents of $1,429,928 as of
February 28, 2006, compared to cash of $408,589 as of November 30, 2005. We had
a working capital deficiency of $192,376 as of February 28, 2006, compared to a
working capital deficiency of $855,147 as of November 30, 2005. The decrease in
our working capital deficiency was primarily the result of increased funding
through equity sales of our common shares during the three months ended February
28, 2006.

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 $1.3
million in the next nine months in carrying out our exploration activities for
the Nolan Gold Project subject to our raising additional financing. Of this
amount, we anticipate approximately $700,000 will be spent on test mining
activities, with the balance of $600,000 being spent on other exploration
activities, including the phase one drilling program on the Marys Bench East
deposit and continued exploration for lode gold occurrences along the Solomon
Shear Trend. 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 in order to proceed
with our exploration plans, including winter test mining and gravel processing
for gold recovery during the summer of 2006. While the costs of exploration and
test mining may be off-set by recoveries from sales of gold that we may achieve
these recoveries may not exceed the costs of our exploration programs including
our test mining activities. 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 increased to $1,487,763 for
  the three months ended February 28, 2006, compared to $452,791 for the three
  months ended February 28, 2005, primarily as a result of our increased exploration
  activity on the Nolan Gold Project. We funded the cash used in operating activities
  predominantly through equity sales of our common shares.

13

---

Investing Activities

Cash provided by investing activities decreased to $nil during
the three months ended February 28, 2006 compared to cash used in investing
activities of $480 during the three months ended February 28, 2005. The Company
did not purchase equipment during the three months ended February 28, 2006.

Financing Activities

Cash provided by financing activities increased to $2,509,102
for the three months ended February 28, 2006, compared to $480,047 for the three
months ended February 28, 2005. 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.

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 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, the Company entered
into an agreement to combine the two lease agreements. The new agreement
required payment upon signing of $50,000 (paid), and monthly payments of $25,000
for the balance of principal plus interest at a rate of 7.5% per annum.

As at February 28, 2006, the total amount outstanding under the
revised lease purchase agreements was $619,561, including interest of $40,824.
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 $470,726 during the 2006 fiscal year and
$148,835 during the 2007 fiscal year.

Tri-Con

We owe $233,875 to Tri-Con as of February 28, 2006 in
connection with planned exploration activities to be carried out on the Nolan
Gold Project during fiscal 2006. These activities will be carried out by Tri-Con
on behalf of the Company in accordance with our operating agreements with
Tri-Con. See Item 12 -- Certain Relationships and Related Transactions of our
Annual Report on Form 10-KSB for the year ended November 30, 2005 for further
disclosure regarding our operating agreements with the Tri-Con.

Debt

The amount of our convertible debt outstanding was $176,652 as
of February 28, 2006. This entire 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 $90,027. It is unclear as to whether this amount will ever
be converted into common shares as we have been unsuccessful in our extensive
attempts to locate the holders of these debentures.

14

---

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, 2006, we were in arrears of required mineral
property claims and option payments of $400,000 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.

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.

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.

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements
that have or are reasonably likely to have a current or future effect on our
financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources and
would be considered material to investors.

15

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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.

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.

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.

16

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ITEM
3.               
CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures.
Regulations under the Securities Exchange Act of 1934, as amended (the "Exchange
Act") require public companies to maintain "disclosure controls and procedures,"
which are defined to mean a company's controls and other procedures that are
designed to ensure that information required to be disclosed in the reports that
it files or submits under the Exchange Act is recorded, processed, summarized
and reported, within the time periods specified in the Exchange Act. Our Chief
Executive Officer and Chief Financial Officer carried out an evaluation of the
effectiveness of our disclosure controls and procedures as of the end of the
period covered by this report. Based on those evaluations, our Chief Executive
Officer and Chief Financial Officer concluded that:

(i) that our disclosure controls and
procedures are designed to ensure that information required to be disclosed by
us in the reports we file under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the Exchange Act
and that such information is accumulated and communicated to our management,
including the CEO and CFO, as appropriate to allow timely decisions regarding
required disclosure; and

(ii) that our disclosure controls and
procedures are effective.

(b) Changes in Internal Controls. There were no
significant changes in our internal controls or, to our knowledge, in other
factors that could significantly affect our internal controls subsequent to the
evaluation date.

|(1) | While management believes that our disclosure controls
      and procedures and our internal control over financial reporting are
      effective, no system of controls can prevent all error and all fraud. A
      control system, no matter how well designed and operated, can provide only
      reasonable, not absolute, assurance that the control system's objectives
      will be met. Further, the design of a control system must reflect the fact
      that there are resource constraints, and the benefits of controls must be
      considered relative to their costs. Because of the inherent limitations in
      all control systems, no evaluation of controls can provide absolute
      assurance that all control issues and instances of fraud, if any, within
      our company have been detected. These inherent limitations include the
      realities that judgments in decision-making can be faulty, and that
      breakdowns can occur because of simple error or mistake. Controls can also
      be circumvented by the individual acts of some persons, by collusion of
      two or more people, or by management override of the controls. The design
      of any system of controls is based in part upon certain assumptions about
      the likelihood of future events, and there can be no assurance that any
      design will succeed in achieving its stated goals under all potential
      future conditions. Over time, controls may become inadequate because of
      changes in conditions or deterioration in the degree of compliance with
      its policies or procedures. Because of the inherent limitations in a
      cost-effective control system, misstatements due to error or fraud may
      occur and not be detected
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

17

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**PART II**

OTHER INFORMATION

ITEM
1.               
LEGAL PROCEEDINGS

We are not a party to any material pending legal proceedings
nor are aware of any contemplated proceedings by a governmental agency.

ITEM
2.               
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

We have not sold any unregistered securities other than those
previously reported on a Current Report on Form 8-K and filed with the
Securities and Exchange Commission.

ITEM
3.               
DEFAULTS 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

|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)
|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)                                                                       

18

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|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 Canciglia
        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 Pursuant To
        Section 302 Of The Sarbanes-Oxley Act Of 2002                                                       
|31.2  |  | Certification Pursuant To
        Section 302 Of The Sarbanes-Oxley Act Of 2002                                                       
|32.1  |  | Certification Pursuant To
        18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley
        Act Of 2002
|32.2  |  | Certification Pursuant To
        18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley
        Act Of 2002

|(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.                       

19

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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 13, 2006** |                                                
|                          |                                                
|                          | /s/ Garry L. Anselmo                           
|                          | Garry L. Anselmo                               
|                          | President, Chief Executive Officer (Principal  
|                          | Executive Officer), and Chief Financial Officer
|                          | (Principal Financial and Accounting Officer)   

20

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