**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-KSB**




(Mark
                one)x
            **Annual
                report under Section 13 or 15(d) of the Securities Exchange Act of
                1934**For
                the Fiscal Year June 30, 2007, oro
            **Transition
                report pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934**




**000-52641**Commission
                File Number




**SILVER
      RESERVE CORP.**


(Exact
      name of registrant as specified in its charter)




**Delaware**
            
            **98-0492752**(State
                or other jurisdiction of incorporation or organization)
            
            (I.R.S.
                Employer Identification Number)**1226
                White Oak Blvd., Suite 10A**
              **Oakville,
                Ontario L6H 2B9**(Address
                of Principal Executive Offices) (Zip Code)**905-845-1073**(Registrant’s
                telephone number, including area
                code)




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




Securities
      registered under Section 12(g) of the Exchange Act:




**Common
      Stock, par value $0.0001 per share**




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




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




Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act o




Indicate
      by check mark whether registrant is a shell company (as defined in Rule 12b-2
      of
      the Exchange Act) o




The
      issuer had no revenue in the year ended June 30, 2007.




The
      aggregate market value of the Common Stock held by non-affiliates of the issuer,
      as of June 30, 2007 was approximately $19,368,954 based upon a share valuation
      of $0.75 per share. This share valuation is based upon the 10-day trailing
      average price of the Company’s shares as of August 30, 2007. The Company’s
      shares did not trade at all during the period covered by this Report.   For
      purposes of this disclosure, shares of Common Stock held by persons who the
      issuer believes beneficially own more than 5% of the outstanding shares of
      Common Stock and shares held by officers and directors of the issuer have been
      excluded because such persons may be deemed to be affiliates of the
      issuer.




As
      of
      June 30, 2007, 33,323,839 shares of the issuer’s Common Stock were
      outstanding.




Transitional
      Small Business Disclosure Yes o No
x









**TABLE
      OF CONTENTS**




Page**Part
                I**Item
                1.
            Description
                of Business and Risk Factors
            3Item
                2.
            Description
                of Property
            5Item
                3.
            Legal
                Proceedings
            14Item
                4.
            Submission
                of Matters to a Vote of Securities Holders
            14**Part
                II**Item
                5.
            Market
                For Common Equity, Related Stockholder Matters and Small Business
                Issuer
                Purchase of Equity Securities
            15Item
                6.
            Management’s
                Discussion and Analysis or Plan of Operation
            18Item
                7.
            Financial
                Statements
            24Item
                8.
            Change
                in and Disagreements With Accountants on Accounting and Financial
                Disclosure
            24Item
                8A.
            Controls
                and Procedures
            24Item
                8B.
            Other
                Information
            25**Part
                III**Item
                9.
            Directors,
                Executive Officers, Promoters and Control Persons; Compliance With
                Section
                16(a) of the Exchange Act
            26Item
                10.
            Executive
                Compensation
            27Item
                11.
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            29Item
                12.
            Certain
                Relationships and Related Transactions
            30Item
                13.
            Exhibits
            31Item
                14.
            Principal
                Accountant Fees and Services
            31





2





**PART
      I**





*This
      Annual Report on Form 10-KSB 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, which
      include, without limitation, statements about our explorations, development,
      efforts to raise capital, expected financial performance and other aspects
      of
      our business identified in this Annual Report, as well as other reports that
      we
      file from time to time with the Securities and Exchange Commission.  Any
      statements about our business, financial results, financial condition and
      operations contained in this Annual Report that are not statements of historical
      fact may be deemed to be forward-looking statements.  Without limiting the
      foregoing, the words “believes,” “anticipates,” “expects,” “intends,”
“projects,” or similar expressions are intended to identify forward-looking
      statements.  Our actual results could differ materially from those
      expressed or implied by these forward-looking statements as a result of various
      factors, including the risk factors described in Part II., Item 6,
“Management’s Discussion and Analysis—Risk Factors,” and elsewhere in this
      report.  We undertake no obligation to update publicly any forward-looking
      statements for any reason, except as required by law, even as new information
      becomes available or other events occur in the future.*




***Item
      1.   Description of Business.***




Our
      name
      is **** Silver
      Reserve Corp. and we sometimes refer to ourselves in this annual report as
      “Silver Reserve”, the “Company”, or as “we,” “our,” or “us.” We are an
      exploration stage mining company. Our objective is to explore and, if warranted,
      develop our mineral claims located in Esmeralda County, Nevada; Mineral County,
      Nevada; the Lyon County, Nevada and Humboldt County, Nevada, as more fully
      described herein. In addition to our mineral claims, we own a milling facility,
      buildings and relating milling equipment located near Mina, Nevada. We were
      incorporated in the State of Delaware on June 3, 1999. Our head office is at
      1135 Terminal Way, Suite 207B, Reno, Nevada 89502 and our administration offices
      are at 1226 White Oaks Blvd. Suite 10A, Oakville, Ontario Canada L6H 2B9. Our
      telephone numbers are 905-845-1073 or 866-448-1073 and our fax number is
      905-845-6415 or 866-786-6415.





**RISK
      FACTORS**





1.
            THE
                COMPANY HAS NO SOURCE OF OPERATING REVENUE AND EXPECTS TO INCUR
                SIGNIFICANT EXPENSES BEFORE ESTABLISHING AN OPERATING COMPANY, IF
                IT IS
                ABLE TO ESTABLISH AN OPERATING COMPANY AT
                ALL.





Currently,
      the Company has no source of revenue, and no commitments to obtain additional
      financing. The Company will require additional working capital to carry out
      on
      going exploration programs. The Company has no operating history upon which
      an
      evaluation of its future success or failure can be made. The ability to achieve
      and maintain profitability and positive cash flow is dependent
      upon:


·
            further
                exploration of our mineral properties and the results of that
                exploration.





·
            raising
                the capital necessary to conduct this exploration and preserve the
                Company’s Properties.





·
            raising
                capital to develop our mineral properties, establish a mining operation,
                and operating in a profitable manner if any of these activities are
                warranted by the results of our exploration programs and a feasibility
                study.





Because
      the Company has no operating revenue, it expects to incur operating losses
      in
      future periods as it continues to spend funds to explore its mineral properties.
      Failure to raise the necessary capital to continue exploration and or
      development could cause the Company to go out of business.




3





2.
            IF
                THE COMPANY DEVELOPS MINERAL RESOURCES, THERE IS NO GUARANTEE THAT
                PRODUCTION WILL BE PROFITABLE.





Even
      if
      the Company finds mineral resources, there is no assurance that it will be
      able
      to mine them or that a mining operation would be profitable on any of its
      properties.





3.
            THE
                COMPANY IS HIGHLY DEPENDENT UPON ITS OFFICERS AND DIRECTORS. BECAUSE
                OF
                THEIR INVOLVEMENT IN OTHER SIMILAR BUSINESSES WHICH MAY BE COMPETITORS,
                THEY MAY HAVE A CONFLICT OF
                INTEREST.





None
      of
      the Company’s officers or directors works for the Company on a full-time basis.
      There are no proposals or definitive arrangements to engage them on a full-time
      basis. All of the directors are officers or directors of other companies in
      similar exploration businesses. Such business activities may be considered
      a
      conflict of interest because these individuals must continually make decisions
      on how much of their time they will allocate to the Company as against their
      other business projects, which may be competitive. Also, the Company has no
      key
      man life insurance policy on any of its senior management or directors. The
      loss
      of one or more of these officers or directors could adversely affect the ability
      of the Company to carry on business.





4.
            THE
                COMPANY COULD ENCOUNTER REGULATORY AND PERMITTING
                DELAYS.





The
      Company could face delays in obtaining permits to operate on the property
      covered by the claims. Such delays could jeopardize financing, if any is
      available, which could result in having to delay or abandon work on some or
      all
      of the mineral properties.





5.
            THERE
                ARE PENNY STOCK SECURITIES LAW CONSIDERATIONS THAT COULD LIMIT YOUR
                ABILITY TO SELL YOUR SHARES.





Our
      common stock is considered a "penny stock" and the sale of our stock by you
      will
      be subject to the "penny stock rules" of the Securities and Exchange Commission.
      The penny stock rules require broker-dealers to take steps before making any
      penny stock trades in customer accounts. As a result, the market for our shares
      could be illiquid and there could be delays in the trading of our stock which
      would negatively affect your ability to sell your shares and could negatively
      affect the trading price of your shares.





4




***Item
      2. Description of Property***





**Property
      Location and Description**





The
      following map highlights the counties in the State of Nevada where the
      properties are located:











*Pansy
      Lee Claim Group*





The
      Pansy
      Lee Claim Group consists of 30 mineral claims located in Humboldt County,
      Nevada, approximately eight miles northwest of Winnemucca, Nevada. The claim
      names and numbers are listed below.





NAME
            
            NMC
                No.
            
            LOCATION
                DATEPANSY
                LEE No.1
            
            879333
            
            -PANSY
                LEE No.3
            
            879334
            
            -PANSY
                LEE No.5
            
            879335
            
            -PANSY
                LEE 2
            
            859406
            
            12/20/03PANSY
                LEE 4
            
            859407
            
            12/20/03PANSY
                LEE 6
            
            859408
            
            12/20/03PANSY
                LEE 7-30
            
            859409-432
            
            12/20/03




5




The
      Pansy
      Lee claims are accessible by road from Winnemucca, Nevada. A graded dirt road
      runs northwesterly for a distance of 12 miles to the property which lies at
      elevations ranging from 4600 feet to 5200 feet.





A
      substantial amount of underground work has been done on the Pansy Lee Claims,
      as
      much as 910 feet below surface with over 6000 feet of horizontal tunneling
      on
      several levels. A mine was operated at the Pansy Lee claim site from 1937 to
      1942. Further production occurred in 1964 and 1974. Work was undertaken again
      in
      1981 and 1982. Much of our information about the Pansy Lee Claim Group was
      obtained from publicly available reports and articles concerning prior
      exploration of the site by other parties. A report by Hendrickson and Cazat,
      prepared in 1982, reported 151,300 tons of proven and possible ore with an
      average grade of 17.46 oz per ton silver and .218 oz per ton gold. This
      information is publicly available and may not be reliable. The Company plans
      to
      carry out research and work to obtain its own data.





Terms
      of Acquisition





On
      August
      1, 2006, the Company acquired the Pansy Lee Claims from Anglo Gold Mining Inc.
      in exchange for 1,850,000 shares of the Company’s common stock. Our interest was
      acquired pursuant to an Asset Purchase Agreement dated August 1, 2006 (the
      “Pansy Lee Purchase Agreement”). Pursuant to the Pansy Lee Purchase Agreement,
      in the event that any one or more claims becomes a producing claim, our revenue
      is subject to a 2% net smelter return royalty where net smelter returns are
      based upon gross revenue. Gross revenue would be calculated after commercial
      production commences and includes the aggregate of the following amounts:
      revenue received by Silver Reserve from arm’s length purchasers of all mineral
      products produced from the property, the fair market value of all products
      sold
      by Silver Reserve to persons not dealing with Silver Reserve at arms length
      and
      Silver Reserve’s share of the proceeds of insurance on products. From such
      revenue, the Company would be permitted to deduct: sales charges levied by
      any
      sales agent on the sale of products; transportation costs for products; all
      costs, expenses and charges of any nature whatsoever which are either paid
      or
      incurred by Silver Reserve in connection with the refinement and beneficiation
      of products after leaving the property and all insurance costs and
      taxes.





On
      August
      15, 2006, Anglo Gold Mining Inc. assigned the Pansy Lee Purchase Agreement
      to
      the shareholders of Anglo Gold Mining, Inc. with the consent of Silver Reserve.





*NMC
      Claim Group and Milling Facility*





On
      August
      1, 2006 the Company entered into an agreement with International Energy
      Resources, Inc. to purchase 29 claims referred to herein as the “NMC Claims,” a
      mill building at the claim area and related milling equipment in Mineral County,
      Nevada. The mill building is a corrugated steel structure. The assets were
      conveyed in exchange for 6,975,000 common shares of the Company pursuant to
      a
      Property Purchase Agreement with International Energy Resources, Inc. (the
      “International Energy Resources Purchase Agreement”).





On
      August
      15, 2006, International Energy Resources Inc. assigned the International Energy
      Resources Purchase Agreement to its shareholders with the consent of Silver
      Reserve.





The
      milling facility is a custom mill installation located near the town of Mina,
      Nevada, approximately 185 mile south east of Reno, Nevada on US 95. The mill
      has
      operated under various configurations to meet specific requirements of prior
      operators. Ore from various sources has been custom milled and processed for
      the
      production of concentrate or “doré” bars. “Doré” bars are bars of precious
      metal, in this case silver and gold, poured from molten material recovered
      in
      the final processing of the mill.




6





The
      mill
      is nominally designed to process 200 tons of ore per day. Depending on the
      ore
      hardness, the crushing circuit will be able to process up to about 250 tons
      of
      ore per day. The flotation and leach sections are also capable of running at
      the
      200 tons per day rate. However, other areas of the processing section do not
      appear to have sufficient capacity to sustain the mill’s nominal design rate and
      some additions may be required.





The
      29
      Mill Site claims are listed below:





NAME
            
            NMC
                No.Red
                Rock Annex
            
            NMC
                - 671448IERI
                3
            
            NMC
                - 417400IERI
                4
            
            NMC
                - 417401IERI
                5
            
            NMC
                - 417402IERI
                6
            
            NMC
                - 417403IERI
                9
            
            NMC
                - 417406IERI
                10
            
            NMC
                - 417407IERI
                13
            
            NMC
                - 923205IERI
                14
            
            NMC
                - 923206IERI
                15
            
            NMC
                - 923207IERI
                16
            
            NMC
                - 923208IERI
                17
            
            NMC
                - 923209IERI
                18
            
            NMC
                - 923210IERI
                19
            
            NMC
                - 923211IERI
                20
            
            NMC
                - 923212IERI
                21
            
            NMC
                - 923213IERI
                22
            
            NMC
                - 923214IERI
                23
            
            NMC
                - 923215IERI
                24
            
            NMC
                - 923216IERI
                25
            
            NMC
                - 923217IERI
                26
            
            NMC
                - 923218IERI
                27
            
            NMC
                - 923219IERI
                28
            
            NMC
                - 923220IERI
                29
            
            NMC
                - 923221IERI
                30
            
            NMC
                - 923222IERI
                31
            
            NMC
                - 923223IERI
                32
            
            NMC
                - 923224IERI
                33
            
            NMC
                - 923225IERI
                34
            
            NMC
                - 923226





*Klondyke
      Claim Group, Dyer Claim Group, Montezuma Claim Group, Nivloc Claim Group,
      Sylvania Claim Group, Santa Fe Claim Group, Silver Queen Claim Group, Blue
      Dick
      Claim Group, Weepah Hills Claim Groups, Kope Scheelite Claim Group, Quailey
      Patented Claims and Quailey Unpatented Claims*




7





On
      August
      1, 2006 the Company entered into a property purchase agreement (the “Mojave
      Silver Property Purchase Agreement”) with the Mojave Silver Company, Inc. (the
“Mojave Silver Property”) to acquire a 100% interest in claims located in
      Esmeralda County and Mineral County, Nevada (as further described below) and
      known as the Klondyke Claim Group, Dyer Claim Group, Montezuma Claim Group,
      Nivloc Claim Group, Sylvania Claim Group, Santa Fe Claim Group, Silver Queen
      Claim Group, Blue Dick Claim Group, Weepah Hills Claim Groups, Kope Sheelite
      Group, Quailey Patented Claims and Quailey Unpatented Claims (collectively
      the
“Mojave Claims”). The Mojave Claims were conveyed **** in
      exchange for 3,540,600 shares of the Company’s common stock.





On
      August
      15, 2006 Mojave Silver Company Inc. assigned the Mojave Silver Property Purchase
      Agreement to the shareholders of Mojave Silver Company with the consent of
      Silver Reserve.





*The
      Klondyke Claim Group*




The
      Klondyke Claim Group, purchased from Mojave Silver Company Inc., consists of
      63
      mineral claims (KD 1-63) located in Esmeralda County, Nevada. Following the
      purchase we staked an additional 27 claims (KD 64-90) contiguous to the
      purchased group. The claim names and numbers are listed below.





NAME
            
            NMC
                No.
            
            LOCATION
                DATEKD
                1-63
              KD
                64-90
            
            867448
                -867510
              936118-936144
            
            2/23/04
                & 2/24/04




The
      Klondyke Claim Group is accessible by road from Tonopah, Nevada. The property
      lies at elevations ranging from 5,400 feet to 5,908 feet.





The
      Klondyke district, which was discovered in 1899, lies about 10 miles south
      of
      Tonopah, Nevada. Most of the deposits occur in limestone on veins carrying
      both
      silver and gold. Production up to 1960 was 2,758 tons, according to public
      records. The claim area hosts numerous prospects and mine shafts.





*Silver
      Queen Claim Group*





The
      Silver Queen Claim Group consists of 83 mineral claims located in Esmeralda
      County, Nevada, approximately nine miles west of Silver Peak, Nevada on Highway
      47. The claim names and numbers are listed below:





NAME
            
            NMC
                No.
            
            LOCATION
                DATESQ
                1
              SQ
                6 - 87
            
            870453
              870454-870535
            
            3/20/04-3/21/04





The
      Silver Queen claims are accessible from the town of Silver Peak, Nevada. The
      claims lie at elevations ranging from 7,800 feet to 9,012 feet and are located
      in the Silver Peak District. The Silver Peak District consists of two districts,
      the Red Mountain district and the Mineral Ridge district, each with its own
      separate type of geology and mineral deposits. The Silver Queen Claim Group
      covers a northerly-trending group of silver deposits. The deposits located
      in
      the Red Mountain district were first discovered in 1907. In 1920 a producing
      mine was constructed and production continued through the late 1950’s. Based
      upon publicly available records, the ore produced from this mine averaged 20-25
      ounces of silver per ton.




8





*Dyer
      Claim Group*





The
      Dyer
      Claim Group consists of 19 mineral claims located in Esmeralda County, Nevada,
      approximately 5 miles east of the town of Dyer, Nevada on Highway 3A. The claim
      names and numbers are listed below:





NAME
            
            NMC
                No.
            
            LOCATION
                DATEDR
                1- 15
              DR
                39-42
            
            871090-821104
              871128-871131
            
            4/8/04





The
      Dyer
      group of claims is accessible from the town of Dyer, Esmeralda County. The
      property lies at elevations ranging from 4,800 feet to 5,600 feet. The Dyer
      district consists of several prospects and a few small mines. The deposits
      consist of black copper-silver sulfide in quartz veins in crushed and decomposed
      limestone. Surface oxidation has led to the formation of copper carbonate,
      iron
      oxide and silver chloride.





*Sylvania
      Claim Group*





The
      Sylvania Claim Group consists of 30 mineral claims located in Esmeralda County,
      Nevada. The claim names and numbers are listed below:





NAME
            
            NMC
                No.
            
            LOCATION
                DATESY
                1-30
            
            871132-871161
            
            4/6/04





The
      Sylvania claims are accessible from the town of Lida, Nevada. The property
      lies
      at elevations ranging from 7,320 feet to 7,800 feet.





The
      Sylvania District consists of a number of prospects, the Sylvania Mine and
      three
      small open pit mines. Production has occurred in the past and a steel head
      frame
      in good condition remains on the property. Based upon publicly available
      records, the deposits occur in a mile-wide northwest-trending belt or zone.
      Based upon publicly available records, the deposits are mainly silver-lead
      but
      some gold and tungsten also occurs. Most of the silver-lead deposits are veins
      in limestone.





*Montezuma
      Claim Group*




The
      Montezuma Claim Group consists of 19 mineral claims located in Esmeralda County,
      Nevada approximately 5.5 miles west of the town of Goldfield, Nevada on Highway
      95. The claim names and numbers are listed below.





NAME
            
            NMC
                No.
            
            LOCATION
                DATEMR
                1 - 19
            
            871176
                - 871194
            
            4/10/04





The
      Montezuma claims are accessible from the town of Goldfield, Nevada. The property
      lies at elevations ranging from 6400 feet to 6895 feet. The Montezuma District
      consists of a number of prospects, some shafts and tunnels and one small mine.
      Based upon publicly available records, the district is predominantly a
      silver-lead district although small amounts of copper, gold and bismuth were
      found in some of the producers. The deposits consist of quartz veins in
      limestone and shale and also replacements in limestone.




9





*Nivloc
      Claims Group*




The
      Nivloc Claims Group consists of 15 mineral claims located in Esmeralda County,
      Nevada approximately 6 miles southwest of Silver Peak, Nevada on Highway 47.
      The
      claim names an numbers are listed below.





NAME
            
            NMC
                No.
            
            LOCATION
                DATENL
                1-15
            
            867511-867525
            
            2/22/04
                & 2/23/04





The
      Nivloc claims are accessible from the town of Silver Peak, Nevada. Elevations
      on
      the property range from 5900 feet to 6400 feet. The Nivloc claims lie on the
      eastern flank of Red Mountain and, with the Sixteen-to-One and Mokawk deposits,
      form a mineralized zone which trends northwesterly. The veins trend
      northeasterly across the zone. The Nivloc Mine operated from 1937 to 1943 with
      ore grading 0.05 ounces of gold and 11.0 ounces of silver per ton, according
      to
      public records.





*Blue
      Dick Claim Group*




The
      Blue
      Dick Claim Group consists of 26 mineral claims located in Esmeralda County,
      Nevada, approximately 2.5 miles west of the town of Lida, Nevada on Highway
      3.
      The claims names and numbers are listed below.





NAME
            
            NMC
                No.
            
            LOCATION
                DATEBD
                1-26
            
            868274-868299
            
            3/15/04





The
      Blue
      Dick claims are accessible from the town of Lida, Nevada. The claims lie at
      elevations ranging from 6920 feet 8440 feet. The Blue Dick claims are located
      in
      the SE part of the Palmetto District. Production occurred prior to 1960 and
      the
      deposits contained silver, gold and lead and occur in veins, according to public
      records. Most of these veins trend west or northwest. The claim area contains
      numerous prospects, adits, shafts and two small open pit mines. The Blue Dick
      Mine, which has two shafts and two adits has no available data.





*Weepah
      Hills Claim Groups*




The
      Weepah Hills consists of two groups of claims located in Esmeralda County,
      Nevada, approximately 15.5 miles southwest of Tonopah, Nevada on Highway 95.
      The
      first group of claims is in the Weepah Hills district and consists of 24 claims.
      The second group of claims, consisting of 10 claims, is located on the
      northwester flank of General Thomas Hills and is reached from Tonopah by
      following Highway 95. Both groups are in Esmeralda County, Nevada. The claim
      names and numbers are listed below.





NAME
            
            NMC
                No.
            
            LOCATION
                DATEWH
                1 - 34
            
            868300-868333
            
            -





The
      first
      group of claims in the Weepah Hills range in elevations from 6600 feet to 7000
      feet. The second group of claims area ranges in elevation from 5800 feet to
      6400
      feet. There are mineral workings on the claims some of which were operated
      in
      the early 1960’s, according to public records.





*Kope
      Scheelite Claims Group*




The
      Kope
      Scheelite Claims Group consists of 32 mineral claims located in Mineral County,
      Nevada, approximately 2 miles east of Luning. Nevada. The claim names and
      numbers are listed below:





NAME
            
            NMC
                No.
            
            LOCATION
                DATECP
                13-44
            
            871213-871244
            
            3/30/04
                & 3/31/04




10




The
      Kope
      Scheelite claims are accessible from Tonopah, Nevada. The elevations on the
      claim area range from 6800 feet to 7000 feet. The Kope Scheelite claims are
      located on the southernmost part of the Gabbs Valley Range. The workings on
      the
      property consist of two shafts, one about 100 feet deep with a connected short
      adit and the other shaft of unknown depth.





*Santa
      Fe Group*





The
      Santa
      Fe Claim Group consists of 27 claims located in Mineral County, Nevada,
      approximately one mile north of Luning, Nevada. The claims name and numbers
      are
      listed below:





NAME
            
            BLM
                No.
            
            LOCATION
                DATESF
                1-27
            
            868203-868229
            
            4/2/04





The
      Santa
      Fe claims are accessible from the town of Luning, Nevada. The Santa Fe district
      is located in the Gabbs Valley Range northeast of Luning. The Santa Fe property
      was first located in 1879 and has produced silver and lead, according to public
      records. Workings consist of a 300 ft incline and several hundred feet of
      tunnels on different levels.





*The
      Quailey Mine Claim Group*





The
      Quailey Mine Claim Group consists of 35 staked mineral claims and 9 patented
      claims (for a total of 44 claims) located in Mineral County, Nevada
      approximately 16 miles southeast of Hawthorne, Nevada on the northwest side
      of
      Excelsior Mountains. The Company purchased 15 staked claims and the 9 patented
      claims. Following the closing of the purchase the Company staked an additional
      20 claims contiguous to the staked claims purchased. The claim names and numbers
      are listed below:





STAKED
      CLAIMS





NAME
            
            M.C.F
                Number
            
            
            
            BLM
                NMCQ1
                -15
            
            136857-136871
            
            
            
            916094-916108Q16
                - 35
            
            140163-140182
            
            
            
            935436-935455PATENTED
                CLAIMSNAME
            
            ACRES
            
            APM
                No.
            
            DATENEVADA
            
            20.66
            
            009-200-11
            
            MAR.23,
                1903SAN
                JUAN
            
            10.33
            
            009-200-05
            
            APR.10,
                1905ROOSEVELT
            
            20.66
            
            009-200-12
            
            MAR.23,
                1903GREAT
                EASTERN
            
            20.66
            
            009-200-12
            
            APR.
                10, 1905BONANZA
            
            20.66
            
            009-200-10
            
            APR.
                23, 1903RED
                BANK
            
            20.66
            
            009-200-10
            
            MAR.
                23, 1903CALUMET
            
            20.66
            
            009-200-12
            
            APR.
                10, 1905CENTRAL
            
            20.66
            
            009-200-10
            
            APR.
                23, 1903BUTTE
            
            20.66
            
            009-200-10
            
            FEB.
                24 1906




11




In
      the
      past the Federal government permitted private parties to obtain title to a
      claim
      known as a “patent” if certain conditions were met. Patents for claims are no
      longer issued. Staked claims are created by physically inserting a stake in
      the
      ground at each corner of the claim and filing the location of the claim as
      so
      demarcated with a government recording office.





The
      Quailey Mine Claim Group is accessible from the city of Hawthorne, Nevada.
      A
      number of dirt roads provide access to the main
      workings of the former mine. Most of the information for the Quailey Mine
      Project was obtained from a 1975 report by J. McLaren Forbes. The early work
      on
      the property was done in 1882 when copper ores with silver and gold values
      were
      mined and smelted on the property. Later, between 1907 and 1914, Excelsior
      Enterprises Inc. was active on the property. Just prior to this activity, a
      number of the claims were surveyed and patented. During the period 1975-76
      the
      mine was rehabilitated. This work was done by Ladd Enterprises Inc, of Reno,
      Nevada.





**Option
      to Purchase Mineral Claims from Sage Associates as Amended**





On
      August
      21, 2006, the Company entered into an option agreement with Sage Associates,
      Inc. (“Sage”) to purchase 12 mineral claims in Lyon County, Nevada (the “Sage
      Option Agreement”). The mineral claims covered by the Sage Option Agreement,
      including all claims that may be added during the term of the Agreement are
      collectively referred to herein as the “Como Claims”. The Company paid $20,000
      upon execution of the Sage Option Agreement as an initial payment. In the first
      year of the Sage Option Agreement the Company staked up to 250 claims adjoining
      the Como Claims (such claims to become subject to the Sage Option Agreement)
      as
      required by the Sage Option Agreement; commission a geophysical review of the
      property by a designated consultant; commission Sage as a geological consultants
      at a rate of $400 per day to assist in establishing drill targets and complete
      a
      drill program consisting of reverse calculation and core drilling. The Company
      is required to invest not less than $500,000 to earn a 40% interest in the
      property. To earn a 100% interest in the property the Company is required to
      complete additional programs having a cost of not less than $500,000. On the
      second anniversary of the Sage Option Agreement or upon completion of programs
      totaling $1,000,000, which ever occurs first, Silver Reserve is required to
      issue to Sage 500,000 shares of its common stock, as fully paid and non
      assessable shares. In addition, the Company is required to make an advance
      royalty payment in the amount of $10,000 on each anniversary date of the Sage
      Option Agreement and continue to do so until the first of the following occurs:
      (i) the option is fully exercised; (ii) Sage has received a total of $100,000
      in
      cash; or (iii) a feasibility study recommending the property be put into
      production is completed.





The
      Company can earn a 40% interest in the Como Claims when it has made the initial
      payment, made the first annual advance royalty payment and completed the first
      $500,000 program requirements under the Sage Option Agreement. The Company
      can
      earn a 100% interest in the Como Claims when the Company has completed a total
      of $1,000,000 program expenditures on the property. Sage shall hold title to
      the
      optional claims in escrow until the Company has earned a 100% interest. When
      the
      Company has fulfilled its obligations under the Sage Option Agreement, title
      to
      the claims will be transferred to Silver Reserve.





In
      the
      event the Sage Option Agreement is terminated after Silver Reserve has earned
      a
      40% interest, the relationship between the parties shall be converted into
      a
      joint venture arrangement wherein Silver Reserve shall retain its 40% interest
      and Sage will have a 60% interest. The joint venture will be formed in order
      to
      continue maintenance of the Como Claims and any further work on the
      property.




12





Silver
      Reserve’s interest in the Como Claims is subject to a net smelter return royalty
      of 2.1% of “Net Smelter Returns”. Net Smelter Returns are calculated according
      to gross revenue beginning after commercial production commences. For purposes
      of determining gross revenue, the following items are included: revenue received
      by Silver Reserve from arm’s length purchasers of all mineral products produced
      from the property, the fair market value of all products sold by Silver Reserve
      in such period to persons not dealing with Silver Reserve at arms length, and
      Silver Reserve’s share of the proceeds of insurance on products minus
“permissible deductions.” Permissible deductions include: sales charges levied
      by any sales agent on the sale of products, transportation costs for products,
      all costs, expenses and charges of any nature whatsoever which are either paid
      or incurred by Silver Reserve in connection with the refinement and
      beneficiation of products after leaving the property; and all insurance costs
      and taxes.





*Como
      Claim Group*





The
      Como
      Claim Group consists of 12 mineral claims located in Lyon County, Nevada
      approximately 15 miles directly east of Carson City, Nevada. The claim names
      and
      numbers are listed below.





OPTIONED
                CLAIMS
            
            APM
                No.
            
            BLM
                NMCSUE
                30-31
            
            
            
            814022-814023SUE
                33
            
            
            
            814024SUE
                35-38
            
            
            
            667248
                - 667251SUE
                136
            
            
            
            667280SUE
                138
            
            
            
            667282SUE
                145
            
            
            
            667288SUE
                147
            
            
            
            667289SUE
                149
            
            
            
            667290




STAKED
                CLAIMS
            
            COUNTY
                FILE NO.
            
            BLM
                - NMCCO
                1 - 38
            
            391753
                - 391790
            
            935104
                - 935141CO
                43 - 54
            
            391791
                - 391802
            
            935142
                - 935153CO
                60 - 72
            
            391803
                - 391815
            
            935154
                - 935166CO
                77 - 90
            
            391816
                - 391829
            
            935167
                - 935180CO
                94 - 108
            
            391830
                - 391844
            
            935818
                - 935195CO112
                - 126
            
            391845
                - 391859
            
            935196
                - 935210CO
                129 - 231
            
            391860
                - 391962
            
            935211
                -
                935313




The
      Como
      claims are accessible from the town of Dayton, Nevada. The property lies about
      14 miles southeast of the Comstock Lode at Virginia City, Nevada. Elevations
      of
      the Como Claims Group range from 6,400 ft. to 7,200 feet. A number of “four
      wheel drive” trails provide access to various parts of the
      property.




13





The
      Como
      district was discovered in the 1860’s, but the first serious work began in 1894
      with the start of the Boyle Tunnel which was completed in 1934. During this
      period, the Como shaft was completed by 1910. The Como and adjacent Rapidian
      Mines produced about 25,000 tons of ore during the period from 1918 to 1920
      and
      about 57,000 tons in the period from 1935 to 1936, according to information
      contained in public records.





**Nevada
      Refinery Purchase Agreement**





On
      August
      1, 2006 the Company purchased a 100% interest in refinery equipment from Nevada
      Refinery Inc. in exchange for 88,500 shares of common stock of the Company.
      The
      Company intends to install this equipment in its mill building located near
      Mina, Nevada. The refinery equipment will be used to refine Dore bars or smelt
      concentrate to product 99.9% pure silver and gold bars.





**Further
      Exploration**





The
      Company has sufficient capital to meet its operating requirements over the
      next
      year, to complete sufficient work and expenditures to earn 100% interest in
      the
      optioned Como claims and to carry out valuations of the other claim groups.
      The
      results of specific exploration programs will be released as they become
      available.





**Regulations
      Governing Mining in Nevada**





All
      exploration and mining in Nevada is carried out under regulation established
      by
      the Federal Bureau of Land Management and the Nevada Bureau of Mining and
      Geology, and in some circumstances the local county or municipality where the
      claims are located. These regulations cover exploration work where the surface
      is disturbed, all types of underground mining, air and water quality, use of
      ground water from wells, rivers, ponds and lakes, waste management, protection
      of the environment wildlife and historical sites, road building, discharge
      and
      disposal of all materials from mining operations plus other matters.





**Government
      Requirements for Maintenance of Claims**





A
      claim
      holder is required to pay an annual fee of $125.00 per claim to the Federal
      Bureau of Land Management on or before August 31 of each year. In addition,
      a
      claim holder is required to pay annual County filing fees in most counties
      within Nevada.





**Government
      Permitting**





The
      Federal Bureau of Land Management (the “BLM”) and the Nevada Bureau of Mining
      and Geology issue permits required for exploration and mining in the State
      of
      Nevada. The Company is required to post bonds with the BLM to cover reclamation
      cost related to the work carried out on any claim group.





***Item
      3.   Legal Proceedings.***





There
      is
      no material legal proceeding pending or, to the best of our knowledge,
      threatened against the Company or its subsidiaries.





***Item
      4.  Submission of Matters to Vote of Security
      Holders.***





None.




14




**PART
      II**




***Item
      5.   Market for Common Equity and Related Stockholder
      Matters.***




As
      of
      June 30, 2007, there are 33,323,839 shares of common stock outstanding (a
“Share” or “Shares”), held by 581 shareholders of record.





Private
      Placements for the Fiscal Year ended June 30, 2006





On
      May 8,
      2006, the Company completed a private placement of common shares at $0.10 per
      share from each of the Directors for the number of shares set out opposite
      their
      names below:





Todd
                D. Montgomery
            
            
            250,000
                sharesJoseph
                Montgomery
            
            
            100,000
                sharesRandal
                Ludwar
            
            
            100,000
                sharesBrent
                Walter
            
            
            100,000
                sharesMason
                Douglas
            
            
            100,000
                shares





The
      foregoing private placement was exempt from registration under the Securities
      Act of 1933, as amended (the “Securities Act”) pursuant to an exemption afforded
      by Regulation S promulgated under the Securities Act (“Regulation S”). Each of
      the foregoing investors is a non-“U.S. Person” as that term is defined in Rule
      902 of Regulation S.





The
      Company completed private placements of common stock at $0.25 per share from
      the
      following accredited investors in the number of shares and on the dates set
      out
      opposite their names:





**Name**
            
            **Shares**
            
            **Date
                Issued**Pinetree
                Resource Partnership
            
            
            1,200,000
            
            
            June
                5, 2006





The
      foregoing private placement was exempt from registration under the Securities
      Act pursuant to an exemption afforded by Regulation S. Each of the foregoing
      investors is a non-“U.S. Person” as that term is defined in Rule 902 of
      Regulation S.





The
      Company issued Convertible Debentures to the accredited investors listed below
      in the amounts and on the dates set out opposite their names





**Company**
            
            **Issue
                Date**
            
            **Amount**Capital
                One Asset Management Limited
            
            
            6/27/2006
            
            $
            63,831.50Richard
                Patricio
            
            
            6/27/2006
            
            $
            18,229.00Gundyco
                ITF
              Pinetree
                Resource Partnership
            
            
            6/5/2006
            
            $
            875,000.00Mike
                Riccardi
            
            
            6/27/2006
            
            $
            63,802.00




15




Each
      Convertible Debenture has a term maturing on December 31, 2007 and bears
      interest at the rate of 2% per annum. Interest is payable on conversion or
      maturity and may be payable by delivery of cash or Shares (as defined below).
      The Convertible Debentures rank equal with each other.





The
      Convertible Debentures are convertible into “Units” where each Unit consists of
      one Share and Share purchase warrant (a “warrant”) at the rate of one Unit for
      each $0.50 of principal under the Convertible Debenture at the time of
      conversion. The Corporation reserves the right to pay interest in cash or Shares
      at its option. Each warrant shall entitle the holder to purchase one Share
      at
      $0.75 per Share for a term of 12 months following issuance of the warrant.
      The
      Convertible Debentures are convertible at any time before maturity of the
      Convertible Debentures.





The
      foregoing private placement of Convertible Debentures was exempt from
      registration under the Securities Act pursuant to an exemption afforded by
      Regulation S. Each of the foregoing investors is a non-“U.S. Person” as that
      term is defined in Rule 902 of Regulation S.





Private
      Placements of Securities For the Year Ended June 30, 2007





The
      Company completed private placements of Shares at $0.25 per share from the
      following accredited investors for the number of shares and on the dates set
      out
      opposite their names:





**Name**
            
            **Shares**
            
            **Date
                Issued**Royal
                Trust ITF
              AIG
                Global Investment Corp. (Can)
            
            
            1,000,000
            
            
            July
                4, 2006Capital
                One Asset Management
            
            
            87,500
            
            
            July
                4, 2006Richard
                Patricio
            
            
            25,000
            
            
            July
                5, 2006Mike
                Riccardi
            
            
            87,500
            
            
            July
                5, 2006NBCN
                Clearing Inc. ITF
              Deesons
                Investments Ltd.
            
            
            200,000
            
            
            July
                26, 2006NBCN
                Clearing Inc. ITF
              Oceanic
                Greystone Securities Inc.
            
            
            200,000
            
            
            July
                26, 2006NBCN
                Clearing Inc. ITF
              Leith
                Pedersen
            
            
            212,760
            
            
            July
                26, 2006NBCN
                Clearing Inc. ITF
              Dr.
                T. Chen Fong
            
            
            200,000
            
            
            July
                26, 2006NBCN
                Clearing Inc. ITF
              Brenda
                Mackie
            
            
            102,128
            
            
            July
                26, 2006NPT
                Fund
            
            
            1,200,000
            
            
            August
                3, 2006NPT
                Fund
            
            
            280,851
            
            
            August
                10, 2006





16





The
      foregoing private placement was exempt from registration under the Securities
      Act pursuant to an exemption afforded by Regulation S. Each of the foregoing
      investors is a non-“U.S. Person” as that term is defined in Rule 902 of
      Regulation S.





The
      Company issued Convertible Debentures to the accredited investors listed below
      in the amounts and on the dates set out opposite their names





**Company**
            
            **Issue
                Date**
            
            **Amount**Royal
                Trust ITF
              AIG
                Global Investment Corp. (Can)
            
            
            7/4/2006
            
            $
            729,137.50NBCN
                Clearing Inc. ITF
              Deesons
                Investments Ltd.
            
            
            7/26/2006
            
            $
            223,406.00NBCN
                Clearing Inc. ITF
              Diamond
                Investment Holdings Ltd.
            
            
            7/26/2006
            
            $
            223,406.00NBCN
                Clearing Inc. ITF
              Dr.
                T. Chen Fong
            
            
            7/26/2006
            
            $
            150,000.00NBCN
                Clearing Inc. ITF
              Brenda
                Mackie
            
            
            7/26/2006
            
            $
            74,468.00NPT
                Fund
            
            
            7/10/2006
            
            $
            875,000.00NPT
                Fund
            
            
            8/2/2006
            
            $
            204,787.25




Each
      Convertible Debenture has a term maturing on December 31, 2007 and bears
      interest at the rate of 2% per annum. Interest is payable on conversion or
      maturity and may be payable by delivery of cash or Shares (as defined below).
      The Convertible Debentures rank equal with each other.





The
      Convertible Debentures are convertible into “Units” where each Unit consists of
      one Share and Share purchase warrant (a “warrant”) at the rate of one Unit for
      each $0.50 of principal under the Convertible Debenture at the time of
      conversion. The Corporation reserves the right to pay interest in cash or Shares
      at its option. Each warrant shall entitle the holder to purchase one Share
      at
      $0.75 per Share for a term of 12 months following issuance of the warrant.
      The
      Convertible Debentures are convertible at any time before maturity of the
      Convertible Debentures.





The
      foregoing private placement of Convertible Debentures was exempt from
      registration under the Securities Act pursuant to an exemption afforded by
      Regulation S. Each of the foregoing investors is a non-“U.S. Person” as that
      term is defined in Rule 902 of Regulation S.





**Other
      Sales or Issuances of Unregistered Securities**


Year
          ended June 30, 2007
 
 Purchase
          Warrants
  Issued
              
              Expiration
                  Date *
              
              Exercise
                  PriceJuly
                  6, 2006
              
              
              December
                  31, 2007
              
              $
              175,000July
                  26, 2006
              
              
              December
                  31, 2007
              
              
              67,128August
                  2, 2006
              
              
              December
                  31, 2007
              
              
              107,979$
              350,107





*
      The
      expiry dates of all the above broker warrants were extended to December 31,
      2007
      from June 30, 2007 by resolution of the Board of Directors on June 26,
      2007.





17




Stock
      Option Plan





On
      April
      20, 2006, we adopted the 2006 Stock Option Plan (the "Plan") under which our
      officers, directors, consultants, advisors and employees may receive stock
      options. The aggregate number of shares of common stock that may be issued
      under
      the plan is 5,000,000. The purpose of the Plan is to assist us in attracting
      and
      retaining selected individuals to serve as directors, officers, consultants,
      advisors, and employees of Silver Reserve who contribute to our success, and
      to
      achieve long-term objectives that will inure to the benefit of all shareholders
      through the additional incentive inherent in the ownership of our common stock.
      Options granted under the plan will be either "incentive stock options",
      intended to qualify as such under the provisions of section 422 of the Internal
      Revenue Code of 1986, as from time to time amended (the "Code") or "unqualified
      stock options". For the purposes of the Plan, the term "subsidiary" shall mean
      “Subsidiary Corporation,” as such term is defined in section 424(f) of the Code,
      and "affiliate" shall have the meaning set forth in Rule 12b-2 of the Exchange
      Act.





As
      of
      June 30, 2007, the following options were outstanding under the
      Plan:





Number
                of Options
            
            Date
                of Grant
            
            Exercise
                Price
            
            Expiry
                Date1,850,000
            
            
            April
                10, 2007
            
            $
            0.50
            
            
            April
                9, 201250,000
            
            
            April
                17, 2007
            
            $
            0.50
            
            
            April
                16, 201210,000
            
            
            May
                17, 2007
            
            $
            0.50
            
            
            May
                16, 2012




***Item
      6.   Management’s Discussion and Analysis***





*This
      section should be read in conjunction with the accompanying consolidated
      financial statements and notes included in this report.*





**MANAGEMENT'S
      DISCUSSION AND ANALYSIS OR PLAN OF OPERATION**





PLAN
      OF
      OPERATIONS





**Discussion
      of Operations & Financial Condition**


**Twelve
      months ended June 30, 2007**





Silver
      Reserve Corporation has no source of revenue and we continue to operate at
      a
      loss. We expect our operating losses to continue for so long as we remain in
      an
      exploration stage and perhaps thereafter. As at June 30, 2007, we had
      accumulated losses of $2,939,803. Our ability to emerge from the exploration
      stage and conduct mining operations is dependent, in large part, upon our
      raising additional equity financing.





As
      described in greater detail below, the Company’s major endeavor over the year
      ended June 30, 2007 has been its effort to raise additional capital to pursue
      its exploration activities.





Having
      obtained material financing, we are now moving forward to explore the properties
      and claims acquired and to implement exploration programs on it 12 mineral
      claim
      groups in the State of Nevada, meet our obligations relating to the grant of
      options to acquire interest in other mineral claims available from Sage
      Associates Inc. We are also cleaning up our Red Rock mill site at Mina, Nevada
      in preparation for permitting and potential operation.




18


.


**SELECTED
      ANNUAL INFORMATION**


June
                  30, 2007
              
              June
                  30, 2006Revenues
              
              Nil
              
              NilNet
                  Loss
              
              $
              2,845,424
              
              $
              87,574Loss
                  per share-basic and diluted
              
              $
              (0.09
              )
              $
              (0.05
              )Total
                  Assets
              
              $
              5,429,519
              
              $
              1,806,102Total
                  Liabilities
              
              $
              3,769,934
              
              $
              1,200,153Cash
                  dividends declared per share
              
              
              Nil
              
              
              Nil




Our
      total
      assets for the year ended June 30, 2007 includes cash and cash equivalents
      of
      $2,639,256, short-term investments of $1,124,059, prepaid expenses of $29,425,
      capital assets of $1,554,224 and unamortized debt issuance cost of $82,555.
      The
      total assets for the year ended June 30, 2006 includes cash and cash equivalents
      of $550,775, short-term investments of $1,154,324, prepaid expenses of $2,789,
      capital assets of $27,182 and unamortized debt issuance cost of $71,032. The
      total assets increased significantly from $1,806,102 on June 30, 2006 to
      $5,429,519 on June 30, 2007. The increase in total assets arose as the Company
      received funds on the issue of convertible debentures for a total consideration
      of $2,480,205 during the year ended June 30, 2007 and additional cash of
      $548,935 through the issuance of common shares.





**Revenues**




No
      revenue was generated by the Company’s operations during the years ended June
      30, 2007 and June 30, 2006.





**Net
      Loss**





The
      Company’s expenses are reflected in the Statements of Operation under the
      category of Operating Expenses. To meet the criteria of United States generally
      accepted accounting principles (“GAAP”), all mineral property acquisition and
      exploration costs are expensed as incurred. When it has been determined that
      a
      mineral property can be economically developed as a result of establishing
      proven and probable reserves, the costs incurred to develop such property,
      are
      capitalized. For the purpose of preparing financial information, all costs
      associated with a property that has the potential to add to the Company's proven
      and probable reserves are expensed until a final feasibility study demonstrating
      the existence of proven and probable reserve is completed. No costs have been
      capitalized in the periods covered by these financial statements. Once
      capitalized, such costs will be amortized using the units-of-production method
      over the estimated life of the probable reserve.





The
      significant components of expense that have contributed to the total operating
      expense are discussed as follows:





(a) General
      and Administrative Expense





Included
      in Operating Expenses for the year ended June 30, 2007 is general and
      administrative expense of $596,837, as compared with $89,647 for the year ended
      June 30, 2006. General and administrative expense represents approximately
      20%
      of the total operating expense for the year ended June 30, 2007 and 99% of
      the
      total Operating Expense for the year ended June 30, 2006. General and
      administrative expense increased by $507,190 in the current year, compared
      to
      the prior year. The increase in this expense is mainly due to the professional
      fees, consulting fees, office operations and expenses and general and other
      miscellaneous costs incurred during the year ended June 30, 2007 and $30,026
      expensed for stock based compensation cost.




19





(b) Project
      Expense





Included
      in operating expenses for the year ended June 30, 2007 is project expenses
      of
      $2,136,174 as compared with $nil for the year ended June 30, 2006. Project
      expense is the most significant expense and it represents approximately 72%
      of
      the total operating expense for the year ended June 30, 2007.





The
      significant components of this expense are as follows:




On
      August
      31, 2006 the Company issued 3,540,600 common shares to Mojave Silver Company
      Inc., a Nevada Corporation, for purchase of its 100% rights, title and interest
      in certain mineral claims situated in the State of Nevada. The total
      consideration paid for these claims was $885,150 based on a valuation of $0.25
      per Share. This amount was expensed to the income statement as Project expenses.




On
      August
      31, 2006 the Company issued 1,850,000 common shares to Anglo Gold Mining Inc.,
      a
      Nevada Corporation, for purchase of its 100% rights, title and interest in
      certain mineral claims situated in the State of Nevada. The total consideration
      paid for these claims was $462,500 based on a valuation of $0.25 per Share.
      This
      amount was expensed to the income statement as Project expenses.




On
      June
      30, 2007, the Company accrued $75,000 as the estimated costs to clean up its
      Red
      Rock mill site at Mina Nevada in order to resolve potential violations pursuant
      to United States Bureau of Land Management requirements.





**Liquidity
      and Capital Resources**





The
      following table summarizes the company’s cash flows and cash in
      hand:


Year
                  ended
              
              Year
                  endedJune
                  30, 2007
              
              June
                  30, 2006Cash
                  and cash equivalent
              
              $
              2,639,256
              
              $
              550,775Working
                  capital
              
              $
              22,806
              
              $
              1,529,876Cash
                  used in operating activities
              
              $
              (900,193
              )
              $
              (20,822
              )Cash
                  provided (used) in investing activities
              
              $
              22,534
              
              $
              (1,164,265
              )Cash
                  provided by financing activities
              
              $
              2,966,140
              
              $
              1,735,862





As
      at
      June 30, 2007, the Company had working capital of $22,806 as compared to
      $1,529,876 as of June 30, 2006. The reduction in working capital is primarily
      due to disclosure of convertible debentures of $3,570,681 as a current liability
      as of June 30, 2007. During the year ended June 30, 2007, the Company raised
      $3,029,140 (gross) by issuing common shares and convertible debentures for
      cash.





During
      the prior year ended June 30, 2006, the Company raised (net) $1,735,862 by
      issuing common shares and convertible debentures for cash.





**Off-Balance
      Sheet Arrangement**





The
      Company had no off- balance sheet arrangements as of June 30, 2007 and June
      30,
      2006.





**Contractual
      Obligations and Commercial Commitments**





The
      Company has entered into a one-year renewal contract with Medallion Capital
      Corp. for consulting services commencing as of May 1, 2006, at a rate of $7,500
      per month.




20




On
      August
      21, 2006, the Company entered into an option agreement with Sage Associates,
      Inc. (“Sage”) to purchase 12 mineral claims in Lyon County, Nevada (the “Sage
      Option Agreement”). The Sage Option Agreement was subsequently amended and the
      following description describes the Sage Option Agreement as amended. The
      mineral claims covered by the Sage Option Agreement, including all claims that
      may be added during the term of the Agreement are collectively referred to
      herein as the “Como Claims”. The Company paid $20,000 upon execution of the Sage
      Option Agreement as an initial payment. In the first year of the Sage Option
      Agreement the Company staked up to 250 claims adjoining the Como Claims (such
      claims to become subject to the Sage Option Agreement); commissioned a
      geophysical review of the property by a designated consultant; commissioned
      Sage
      as geological consultants at a rate of $400 per day to assist in establishing
      drill targets and complete a drill program consisting of reverse calculation
      and
      core drilling. The Company is required to invest not less than $500,000 to
      earn
      a 40% interest in the property. In order to earn a 100% interest in the
      property, the Company is required to complete additional programs having an
      aggregate cost of not lest than $500,000. Upon the first to occur of the second
      anniversary of the Sage Option Agreement or upon completion of programs totaling
      $1,000,000, Silver Reserve is required to issue to Sage 500,000 shares of its
      common stock, as fully paid and non assessable shares. In addition, the Company
      is required to make an advance royalty payment in the amount of $10,000 on
      each
      anniversary date of the Sage Option Agreement and continue to do so until the
      first of the following occurs: (i) the option is fully exercised; (ii) Sage
      has
      received a total of $100,000 in cash; or (iii) a feasibility study recommending
      the property be put into production is completed.





The
      Company can earn a 40% interest in the Como Claims when it has made the initial
      payment, made the first annual advance royalty payment and completed the first
      $500,000 program requirements under the Sage Option Agreement. The Company
      can
      earn a 100% interest in the Como Claims when the Company has completed a total
      of $1,000,000 program expenditures on the property. Sage shall hold title to
      the
      claims in escrow until the Company has earned a 100% interest. When the Company
      has fulfilled its obligations under the Sage Option Agreement, title to the
      claims will be transferred to Silver Reserve.





In
      the
      event the Sage Option Agreement is terminated after Silver Reserve has earned
      a
      40% interest, the relationship between the parties shall be converted into
      a
      joint venture arrangement wherein Silver Reserve shall retain its 40% interest
      and Sage will have a 60% interest. The joint venture will be formed in order
      to
      continue maintenance of the Como Claims and any further work on the
      property.





Silver
      Reserve’s interest in the Como Claims is subject to a net smelter return royalty
      of 2.1% of “Net Smelter Returns”. Under the Sage Option Agreement, Net Smelter
      Returns are calculated according to gross revenue beginning after commercial
      production commences. For purposes of determining gross revenue, the following
      items are included: revenue received by Silver Reserve from arm’s length
      purchasers of all mineral products produced from the property, the fair market
      value of all products sold by Silver Reserve in such period to persons not
      dealing with Silver Reserve at arms length, and Silver Reserve’s share of the
      proceeds of insurance on products minus “permissible deductions.” Permissible
      deductions include: sales charges levied by any sales agent on the sale of
      products, transportation costs for products, all costs, expenses and charges
      of
      any nature whatsoever which are either paid or incurred by Silver Reserve in
      connection with the refinement and beneficiation of products after leaving
      the
      property; and all insurance costs and taxes.





On
      August
      20, 2007 an advance royalty payment of $10,000 pursuant to the Sage Option
      Agreement was made by the Company.





On
      July
      9, 2007, the Company bound Director and Officer Insurance with coverage of
      $1,000,000 at an annual premium of $18,911. On August 20, 2007, the Company
      increased the coverage to $3,000,000 for an additional premium of
      $22,989.




21





On
      August
      29, 2007, the Board of directors authorized the execution of a contract with
      a
      drilling company to commence drilling on the Como property, under option from
      Sage Associates, at an estimated cost of $250,000.





On
      August
      30, 2007, the Board of Directors recommended the Company enter into a financial
      consulting agreement with Brehnam Trading Corp. and investor relations agreement
      with Costa View Inc. and each of these parties are to be issued 1,500,000
      shares, to be earned in equal installments of 375,000 shares on December 1,
      2007, June 1, 2008, December 1, 2008 and June 1, 2009. These Agreements were
      completed on September 21, 2007.





We
      expect
      to contract with independent contractors for all work done on the Properties
      for
      the foreseeable future until we have discovered a commercial ore body or
      abandoned the property. We have no permanent employees. We anticipate that
      we
      will require substantial financing in order to proceed with our plan of
      exploration for an economic ore body. We presently do not have any commitments
      in place to finance this exploration and there is no assurance that the
      necessary financing will be obtained. If we are unable to secure new financing
      we will not be able to carry out the required exploration and may not be able
      to
      maintain our interest in the Properties.





CASH
      REQUIREMENTS





At
      June
      30, 2007, the Company had cash and cash equivalent of $2,639,256, short term
      investments of $1,124,059 and prepaid expenses of $29,425 for a total of
      $3,792,740. The Company has projected budgeted expenditures for the fiscal
      period commencing July 1, 2007 as follows: General and Administration expenses
      of $574,599 and projected Project expenses of $$3,003,144 for a total of
      $3,577,743. Our ability to incur the total Project expenses is subject to the
      availability of drill rigs to carry out drilling on the claim groups and results
      from first round drilling. The Company has no firm commitment for additional
      financing, however the Company has warrants outstanding that, if fully
      exercised, would provide approximately $6,000,000 in additional
      capital.





During
      the fiscal year commencing on July 1, 2007 the Company plans to carry out work
      on the following projects: the Blue Dick claims, the Dyer claims, the KD claims,
      the Kope Scheelite claims, the Montezuma claims, the Nivloc claims, the Pansy
      Lee claims, the Quailey Claims, the Santa Fe claims, the Silver Queen claims,
      the Sylvania claims and the Weepah West claims. The Company also will continue
      moving forward to obtain the necessary permits for the operation of the Red
      Rock
      Mill in Mina, Nevada.





**Recent
      Accounting Pronouncements**




In
      July
      2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in
      Income Taxes” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in
      income taxes recognized in enterprises’ financial statements in accordance with
      SFAS No. 109, “Accounting for Income Taxes”. FIN 48 prescribes a recognition
      threshold and measurement attributable for the financial statement recognition
      and measurement of a tax position taken or expected to be taken in a tax return.
      FIN 48 also provides guidance on derecognizing, classification, interest and
      penalties, accounting in interim periods, disclosures and transitions. FIN
      48 is
      effective for fiscal years beginning after December 15, 2006. The Company is
      currently reviewing the effect, if any, FIN 48 will have on its financial
      position and operations.





In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measures” (“SFAS No.
      157”). SFAS No. 157 defines fair value, establishes a framework for measuring
      fair value in generally accepted accounting principles (“GAAP”), expands
      disclosures about fair value measurements, and applies under other accounting
      pronouncements that require or permit fair value measurements. SFAS No. 157
      does
      not require any new fair value measurements, however the FASB anticipates that
      for some entities, the application of SFAS No. 157 will change current practice.
      SFAS No. 157 is effective for financial statements issued for fiscal years
      beginning after November 15, 2007. The Company is currently reviewing the
      effect, if any, FIN 48 will have on its financial position and
      operations.




22





In
      September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS
      No. 158, Employers’ Accounting for Defined Benefit Pension and Other
      Postretirement Plans - an amendment of FASB Statements No. 87, 88, 106, and
      132(R)”. This statement requires employers to recognize the overfunded or
      underfunded status of a defined benefit postretirement plan (other than a multi
      employer plan) as an asset or liability in its statement of financial position
      and to recognize changes in that funded status in the year in which the changes
      occur through comprehensive income of a business entity or changes in
      unrestricted net assets of a not-for-profit organization. This statement also
      requires an employer to measure the funded status of a plan as of the date
      of
      its year-end statement of financial position, with limited exceptions. The
      provisions of SFAS No. 158 are effective for employers with publicly traded
      equity securities as of the end of the fiscal year ending after December 15,
      2006. The adoption of this statement is not expected to have a material effect
      on the Company's future reported financial position or results of
      operations.





In
      February 2007, the FASB issued SFAS No. 159 (“SFAS 159”) - the fair value option
      for financial assets and liabilities including in amendment of SFAS
      115.





This
      Statement permits entities to choose to measure many financial instruments
      and
      certain other items at fair value. The objective is to improve financial
      reporting by providing entities with the opportunity to mitigate volatility
      in
      reported earnings caused by measuring related assets and liabilities differently
      without having to apply complex hedge accounting provisions. This Statement
      is
      expected to expand the use of fair value measurement objectives for accounting
      for financial instruments. This Statement is effective as of the beginning
      of an
      entity’s first fiscal year that begins after November 15, 2007, and interim
      periods within those fiscal years. Early adoption is permitted as of the
      beginning of a fiscal year that begins on or before November 15, 2007, provided
      the entity also elects to apply the provisions of FASB Statement No. 157, Fair
      value measurements. The Company is currently evaluating the impact of SFAS
      No.
      159 on its consolidated financial statements.





In
      September 2006, the Securities and Exchange Commission (“SEC”) issued Staff
      Accounting Bulletin No. 108 (Topic 1N), “Quantifying Misstatements in Current
      Year Financial Statements” (“SAB No. 108”). SAB No. 108 addresses how the effect
      of prior year uncorrected misstatements should be considered when quantifying
      misstatements in current year financial statements. SAB No. 108 requires SEC
      registrants (i) to quantify misstatements using a combined approach which
      considers both the balance sheet and income statement approaches; (ii) to
      evaluate whether either approach results in quantifying an error that is
      material in light of relevant quantitative and qualitative factors; and (iii)
      to
      adjust their financial statements if the new combined approach results in a
      conclusion that an error is material. SAB No. 108 addresses the mechanics of
      correcting misstatements that include effects from prior years. It indicates
      that the current year correction of a material error that includes prior year
      effects may result in the need to correct prior year financial statements even
      if the misstatement in the prior year or years is considered immaterial. Any
      prior year financial statements found to be materially misstated in years
      subsequent to the issuance of SAB No. 108 would be restated in accordance with
      SFAS No. 154, “Accounting Changes and Error Corrections.” Because the combined
      approach represents a change in practice, the SEC staff will not require
      registrants that followed an acceptable approach in the past to restate prior
      years’ historical financial statements. Rather, these registrants can report the
      cumulative effect of adopting the new approach as an adjustment to the current
      year’s beginning balance of retained earnings. If the new approach is adopted in
      a quarter other than the first quarter, financial statements for prior interim
      periods within the year of adoption may need to be restated. SAB No. 108 is
      effective for fiscal years ending after November 15, 2006. The implementation
      of
      SAB No. 108 is not expected to have a material impact on the Company’s results
      of operations and financial condition.




23




**Critical
      Accounting Policies**





The
      preparation of financial statements in accordance with accounting principles
      generally accepted in the United States, requires us to make estimates and
      assumptions that affect reported amounts of assets and liabilities at the date
      of the financial statements, the reported amount of revenues and expenses during
      the reporting period and related disclosure of contingent assets and
      liabilities. On an ongoing basis, we evaluate our estimates and judgments,
      particularly those related to the determination of the estimated Canadian
      exploration tax credit receivable and accrued liabilities. To the extent actual
      results differ from those estimates, our future results of operations may be
      affected. Besides this critical accounting policy on use of estimates, we
      believe the following critical accounting policy affects the preparation of
      our
      consolidated financial statements.





Acquisition,
      Exploration and Evaluation Expenditures





The
      Company is an exploration stage mining company and has not yet realized any
      revenue from its operations. It is primarily engaged in the acquisition,
      exploration and, if warranted, the development of mining properties. Mineral
      property acquisition and exploration costs are expensed as incurred. When it
      has
      been determined that a mineral property can be economically developed as a
      result of establishing proven and probable reserves, the costs incurred to
      develop such property, are capitalized. For the purpose of preparing financial
      information, all costs associated with a property that has the potential to
      add
      to the Company’s proven and probable reserves are expensed until a final
      feasibility study demonstrating the existence of proven and probable reserves
      is
      completed. No costs have been capitalized in the periods covered by these
      financial statements. Once capitalized, such costs will be amortized using
      the
      units-of-production method over the estimated life of the probable
      reserve.





***Item
      7. Financial Statements***





See
      the
      financial statements and report of Schwartz Levitsky Feldman, LLP and the report
      of SF Partnership, LLP, set forth in Item 7, which are incorporated herein
      by
      reference.





***Item
      8.   Changes in and Disagreements with Accountants on Accounting and
      Financial Disclosure***





None.





***Item
      8A.  Controls and Procedures***





(a) Disclosure
      Controls and Procedures .
      The
      Company's management, with the participation of the principal executive officer
      and principal financial officer, respectively, has evaluated the effectiveness
      of the Company's disclosure controls and procedures (as such term is defined
      in
      Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
      amended (the “Exchange Act")) as of the end of the period covered by this
      report. Based on such evaluation, the principal executive officer and principal
      financial officer of the Company, respectively, have concluded that, as of
      the
      end of such period, the Company's disclosure controls and procedures are
      effective.





(b) Internal
      Control Over Financial Reporting .
      There
      have not been any changes in the Company's internal control over financial
      reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the
      Exchange Act) during the year ended June 30, 2007 that have materially affected,
      or are reasonably likely to materially affect, the Company's internal control
      over financial reporting.





Limitations
      on the Effectiveness of Controls





We
      believe that a control system, no matter how well designed and operated, cannot
      provide absolute assurance that the objectives of the control system are met,
      and no evaluation of controls can provide absolute assurance that all control
      issues and instances of fraud, if any, within a company have been
      detected.




24





Audit
      Committee





The
      Audit
      Committee is comprised of three directors: Brent Walter, Randal Ludwar and
      Mason
      Douglas. The Audit Committee has reviewed the financial statements of the
      Company included with this report on Form 10-KSB for the year ended June 30,
      2007.





***Item
      8B.   Other Information***





None.




25




**Part
      III**




***Item
      9.   Directors and Executive Officers of the
      Registrant***




**Board
      of Directors**




The
      following individuals have agreed to sit on the Board of Directors of the
      Company. Each director will serve until the next meeting of shareholders or
      until replaced. Each individual's background is of material importance to Silver
      Reserve and is described below:





Todd
                D. Montgomery
            President
                and CEO and DirectorJoseph
                Montgomery
            Director
                and Chairman of the BoardRandal
                Ludwar
            Director,
                Chief Financial OfficerBrent
                Walter
            DirectorMason
                Douglas
            Director





**Todd
      Montgomery** -
      President, Chief Executive Officer and Director





Mr.
      Montgomery is the founder and President and CEO of Anglo Minerals Ltd., a
      Canadian mining company whose shares trade on the TSXV Exchange under the symbol
      ALM-VN. Mr. Montgomery founded Anglo Minerals Ltd. in 1994. In 1999, Mr.
      Montgomery founded and served as President and Chief Operating Officer of
      SynEnco Energy Inc., an oil sands development corporation. Prior to 1999, Mr.
      Montgomery acted as an independent mining consultant and served as a director
      and officer of a number of private and public corporations. He is 40 years
      old.





**Brent
      Walter** ,
      Director





Mr.
      Walter received a LLB degree from the University of Saskatchewan in 1990. Since
      July 2004, he has been a lawyer with the firm, ProVenture Law LLP in Calgary,
      Alberta, and practices primarily in the areas of securities and
      corporate/commercial law. Prior to joining ProVenture Law LLP, he practiced
      with
      Phillips Sevalrud LLP in Calgary, Alberta. Mr. Walter currently serves as a
      director and officer of a number of public and private corporations, including
      Mystique Energy Inc. (TSXV), Anglo Minerals Ltd. (TSXV), AgriTec Systems, Inc.
      (TSXV) and Festino Venture Corp. (TSXV), and is a member of the audit committees
      for Mystique Energy Inc. and Anglo Minerals Ltd. He is a member of the Law
      Societies of Alberta and Saskatchewan (inactive), as well as the Canadian Bar
      Association. Mr. Walter is 41 years old.





**Joseph
      Montgomery** ,
      Director and Chairman of the Board





Mr.
      Montgomery is a geological engineer. He holds a B.Sc. (1959) in Geology, a
      M.Sc.
      (1960) in Geology and a Ph.D. (1967) in Geology. Mr. Montgomery has been
      practicing since 1959 and maintains his professional status as a member of
      the
      Association of Professional Engineers and Earth Sciences of British Columbia.
      Mr. Montgomery is also a member of the advisory board of the Canadian Institute
      of Gemology. Mr. Montgomery is 79 years old.





**Randal
      Ludwar** ,
      Director and Chief Financial Officer





Mr.
      Ludwar received a B.Sc. (1977) in Business Administration from Yale University.
      Mr. Ludwar has been a director of Anglo Minerals Ltd. since 1995 and a private
      consultant to the Montgomery Group of Companies for the past ten years. Mr.
      Ludwar presently teaches business classes at SIAST Palliser Campus and has
      done
      so since 1987. Mr. Ludwar is 52 years old.




26





**Mason
      Douglas** ,
      Director





Mr.
      Douglas received an MBA from the University of Saskatchewan in 2000. He
      received his Bachelor of Law (LL.B) from the University of Calgary. Mr. Douglas
      is presently a student at law, at the law firm of Borden Ladner Gervais LLP,
      in
      Calgary. Between
      2001 and 2004 Mr. Douglas was Vice President of Operations of Western
      Petrochemicals Corp. a privately owned oil development company. He has also
      operated as an independent consultant between 2001 and 2006 providing business
      plans, economic modeling and project management for a variety of mining
      projects. Mr. Douglas is 32 years old.





**Compliance
      With Section 16(a) of the Exchange Act**





Section
      16(a) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”),
      requires the Company’s directors and officers, and persons who own more than 10%
      of a registered loss of the Company’s equity securities (“Section 16 Persons),
      to file with the Securities and Exchange Commission (the “SEC”), initial reports
      of ownership and reports of changes in ownership of Common Stock and other
      equity securities of the Company. Section 16 Persons are required by SEC
      regulation to furnish the Company with copies of all Section 16(a) reports
      they
      filed. Based on the Company’s review of the forms it has received, on reports
      filed by Section 16 Persons with the SEC and on the Company’s records, the
      Company believes that during the twelve month period ended June 30, 2007, no
      Section 16 reports were filed late.





***Item
      10.  Executive Compensation***





Except
      for services provided by entities owned by some of our Officers and Directors
      as
      more particularly set out in CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
      no
      officer or director has received any other remuneration from us, directly or
      indirectly, since our inception. We have a stock option plan only, as described
      below. Although we have no other retirement, incentive, defined benefit,
      actuarial, pension or profit-sharing programs for the benefit of directors,
      officers or other employees, it is possible that we will adopt such a plan
      in
      the future.





(b)  Long
      Term
      Incentive Plan (LTIP Awards)




The
      Company does not have a long term incentive plan, pursuant to which cash or
      non-cash compensation intended to serve as an incentive for performance (whereby
      performance is measured by reference to financial performance or the price
      of
      the Company’s securities), was paid or distributed to any executive officers
      during the three most recent completed years.




27




(c)  Options
      and Stock Appreciation Rights (SARs)





Directors
      are not paid any fees in their capacity as directors of the Company. The
      directors are entitled to participate in the Company’s stock option plan.





Stock
      options granted to the named executive officers and directors during the fiscal
      year ended June 30, 2007 are provided in the table below:





Name
            
            #
                of Options
            
            Date
                Granted
            
            Exercise
                Price
            
            Expiry
                DateTodd
                Montgomery
            
            
            250,000
            
            
            April
                10, 2007
            
            $
            0.50
            
            
            April
                9, 2012Brent
                Walter
            
            
            250,000
            
            
            April
                10, 2007
            
            $
            0.50
            
            
            April
                9, 2012Mason
                Douglas
            
            
            250,000
            
            
            April
                10, 2007
            
            $
            0.50
            
            
            April
                9, 2012Randal
                Ludwar
            
            
            250,000
            
            
            April
                10, 2007
            
            $
            0.50
            
            
            April
                9, 2012Joseph
                Montgomery
            
            
            250,000
            
            
            April
                10, 2007
            
            $
            0.50
            
            
            April
                9, 2012Stafford
                Kelley
            
            
            250,000
            
            
            April
                10, 2007
            
            $
            0.50
            
            
            April
                9, 2012





No
      stock
      options were exercised during the fiscal year ended June 30, 2007.





d)
      Compensation of Directors





Other
      Arrangements





See
      above





Indebtedness
      of Directors and Executive Officers





None.




28


.


***Item
      11   Security Ownership and Certain Beneficial Owners and Management
      and Related Stockholder Matters***





We
      have
      33,323,839 shares of common stock issued and outstanding. Consequently, for
      purposes of describing shareholder voting rights, we have included in the table
      below the number of common shares of Silver Reserve held by the officers and
      directors of Silver Reserve. The last column of the table below reflects the
      voting rights of each officer and/or director as a percentage of the total
      voting shares.[









**Name
                and Address**
              **Of
                Beneficial Owner**
            
            
            **Number
                of Shares of Common Stock**
            
            
            **Percentage
                of Class Held**Todd
                D. Montgomery, President and CEO
              1025
                Grayson Cres.
              Moose
                Jaw, SASK S6H 4N7
            
            
            1,538,500
            (1)
            
            4.62%
                     of Common SharesJoseph
                Montgomery, Chairman
              8606
                Fremlin Street
              Vancouver,
                BC V6P 3X3
            
            
            500,000
            (2)
            
            1.50%
                of Common SharesRandal
                Ludwar, CFO
              1215
                Mayberry Crescent
              Moose
                Jaw, SASK S6H 6X7
            
            
            500,000
            
            
            1.50%
                of Common SharesBrent
                Walter
              2417
                - 32nd Avenue SW
              Calgary,
                AB T2T 1X4
            
            
            500,000
            
            
            1.50%
                of Common SharesMason
                Douglas
              103
                2029 Ulster Road NW
              Calgary,
                AB T2N 4C4
            
            
            350,000
            
            
            1.05%
                of Common SharesStafford
                Kelley, Secretary
              146
                Trelawn Avenue
              Oakville,
                ON L6J 2R4
            
            
            976,500
            (3)
            
            2.93%
                of Common Shares**TOTAL**
            
            
            4,365,000
            
            
            13.10
            %




(1)
            88,500
                of Todd Montgomery’s shares are held by Nevada Refinery Inc., a Nevada
                corporation owned by Mr. Montgomery.  (2)
            400,000
                of Joseph Montgomery shares are held by his family
                members.




(3)
            Mr.
                Kelley’s shares are held by S.K. Kelley & Associates, Inc., an Ontario
                corporation controlled by Mr. Kelley.




As
      a
      group management and the directors own or control 13.10% of the issued and
      outstanding shares of Silver Reserve.




29




***Item
      12.   Certain relationships and Related
      Transactions***





Medallion
      Capital Corp., an Ontario, Canada Corporation (“Medallion”) and its wholly owned
      Nevada corporate subsidiary of the same name, provide office space, secretarial
      services, accounting services and other administrative services to Silver
      Reserve pursuant to a Consulting Services Agreement with the Company dated
      May
      1, 2006. Medallion is wholly owned by its President, Stafford Kelley. Stafford
      Kelley is the Corporate Secretary of Silver Reserve. S.K. Kelley &
Associates, Inc., an Ontario corporation under common control by Stafford
      Kelley, owns 976,500 shares of the Company’s common stock, representing 2.93% of
      the shares issued and outstanding shares of the Company as of June 30,
      2007.





Under
      the
      terms of this agreement Medallion is responsible for the following:





(a)
            prepare
                all necessary documents and other information required in connection
                with
                registration and listing of the
                shares;





(b)
            complete
                a due diligence and valuation review of Silver Reserve in connection
                with
                the registration of shares;





(c)
            advise
                Silver Reserve regarding financial planning and corporate
                development;





(d)
            prepare
                or cause to be prepared a Business Plan and public relations materials
                for
                Silver Reserve;





(e)
            prepare
                agreements for financing and other contracts and obtain the company's
                legal counsel’s approval of such agreements or contracts prior to
                execution; and





(f)
            Carry
                out management and corporate record keeping
                functions.





Pursuant
      to the Consulting Agreement, Medallion receives $7,500.00 per month and had
      received a total of $7,500.00 as of June 30, 2006 and $22,500.00 for the period
      from July 1, 2006 to September 30, 2006 and $22,500.00 for the period from
      October 1, 2006 to December 31, 2006 and $22,500 for the period January 1,
      2007
      to March 31, 2007 and $22,500 for the for period April 1, 2007 to June 30,
      2007,
      in connection with its provision of the above services. Medallion also receives
      reimbursement for certain costs, including specified office expenses, equipment
      and supplies which totaled US$16,531.00 (CDN$18,433.04) at June 30, 2006 and
      US$60,614.40 (CDN$68,025.06) for the period from July 1, 2006 to September
      30,
      2006 and US$23,093.33 (CDN $26,323.36) for the period from October 1, 2006
      to
      December 31, 2006 and $32,862.30 (US) for the period from January 1, 2007 to
      March 31, 2007 and $42,249.08 for the period from April 1, 2007 to June 30,
      2007. Nevada Refinery Inc., a corporation substantially owned by Mr. Montgomery,
      sold assets to the Company as described in “PROPERTIES - Nevada Refinery
      Purchase Agreement.”





The
      Company’s President, CEO and Director Todd Montgomery is the beneficial owner of
      Mineral Exploration and Development Inc, (“Minerals”) and Sierra Nevada
      Geothermal Inc. (“Sierra”), both Nevada corporations, which were owed money by
      International Energy Resources Inc., Anglo Gold Mining Inc, and Mojave Silver
      Company Inc., all of which are companies which sold assets to Silver Reserve.
      Each of these companies assigned their Property Purchase Agreements on August
      15, 2006 to their respective shareholders in exchange for the shareholders
      assuming their debts to Minerals in the amount of $1,515,021.00 and Sierra
      in
      the amount of $1,579,379.00. These amounts were secured by promissory notes
      from
      the shareholders.




30





Mr.
      Montgomery advanced or arranged for the advance of $30,000.00 prior to June
      30,
      2006 and $60,602.45 between June 30, 2006 and September 30, 2006 as a loan
      to
      Offshore Trust Services Ltd. a Nevada corporation doing contract work for Silver
      Reserve. These amounts where repaid at December 31, 2006.





***Item
      13.   Exhibits and Reports on Form 8-K***





The
      Financials Statements and Report of Schwartz Levitsky Feldman, LLP for the
      year
      ended June 30, 2007 and the Report of SF Partnership, LLP for the year ended
      June 30, 2006 are filed as part of this report





Index
      to Exhibits


Amendment
                  to Sage Option Agreement
              10.1Consent
                  of Schwartz Levitsky Feldman LLP Independent Auditors
              23.1Consent
                  of SF Partnership, LLP, Independent Auditors
              23.2Certification
                  by the Principal Executive Officer pursuant to Section
                  302 of the Sarbanes-Oxley Act of 2002
              31.1Certification
                    by the Chief Financial Officer pursuant to Section 302 of the
                    Sarbanes-Oxley Act of 2002
              31.2Certification
                  by the Principal Executive Officerand
                    Chief Financial Officer pursuant to 18 U.S.C. Section 1350, Section
                    906 of
                    the Sarbanes-Oxley Act of 2002
              32.1Report
                  of Schwartz Levitsky Feldman, LLP
              F-1Report
                  of SF Partnership, LLP
              F-2





In
      addition, the following reports are incorporated by reference.





Current
      Report of Form 8-K “Item 8.01 - Other Events,” dated July 3, 2007;





Current
      Report of Form 8-K “Item 8.01 - Other Events,” dated June 27, 2007.




***Item
      14.   Principal Accountant Fees and
      Expenses***




The
      Company appointed Schwartz Levitsky Feldman, LLP as independent auditors to
      audit the financial statements of the Company for the fiscal year ended June
      30,
      2007.





Audit
      Fees. The Company expensed audit and audit related fees for Schwartz Levitsky
      Feldman, LLP of approximately $19,000. for the fiscal year ended June 30,
      2007.





The
      Company paid to SF Partnership, LLP audit and audit related fees of
      approximately $6,915.04 for the fiscal year ended June 30, 2006.




31




**SIGNATURES**




Pursuant
      to the requirements of the Section 13 or 15(d) of the Securities
      Exchange Act of 1934, the Registrant has duly caused this report on Form 10-KSB
      to be signed on its behalf by the undersigned, thereunto duly authorized, on
      the 26 th day of
      September, 2007.





SIGNATURE
            
            TITLE
            
            DATE/s/
                Todd D. Montgomery
              Todd
                D. Montgomery
            
            President
                and CEO
            
            September
                26, 2007/s/Randal
                Ludwar
              Randal
                Ludwar
            
            Director,
                Chief Financial Officer
            
            September
                26, 2007/s/Brent
                Walter
              Brent
                Walter
            
            Director
            
            September
                26, 2007/s/Joseph
                Montgomery
              Joseph
                Montgomery
            
            Director
                and Chairman of the Board
            
            September
                26, 2007/s/Mason
                Douglas
              Mason
                Douglas
            
            Director
            
            September
                26, 2007




32




**SILVER
      RESERVE CORP.**


**(FORMERLY
      54836 CORPORATION)**


**(AN
      EXPLORATION STAGE COMPANY)**




FINANCIAL
      STATEMENTS




YEARS
      ENDED JUNE 30, 2007 AND 2006




(Amounts
      expressed in US Dollars)




**CONTENTS**


Report
                  of Independent Registered Public Accounting Firm
              **F-1**Balance
                  Sheets as of June 30, 2007 and June 30, 2006
              **F-3**Statements
                  of Operations for the years ended June 30, 2007 and June 30,
                  2006
              **F-4**Statements
                  of Changes in Stockholders' Equity for the year ended June 30,
                  2007and
                  2006 and for theperiod
                  from inception (June 3, 1999) to June 30, 2007
              **F-5**Statements
                  of Cash Flows for the years ended June 30, 2007 and June 30,
                  2006
              **F-6**Notes
                  to Financial Statements
              **F-7
                  - 23**




33





REPORT
      OF
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To
      the
      Board of Directors and Stockholders of


Silver
      Reserve Corp. (formerly 54836 Corporation)


(An
      Exploration Stage Company)





We
      have
      audited the accompanying balance sheet of Silver Reserve Corp. (formerly 54836
      Corporation) as at June 30, 2007 and the related statements of operations,
      cash
      flows and stockholders’ equity for the year ended June 30, 2007. These financial
      statements are the responsibility of the Company’s management. We did not audit
      the financial statements of the Company from the date of inception to June
      30,
      2006, which statements reflect cumulative total assets of $1,806,102 as of
      June
      30, 2006 and cumulative expenses of $94,379 for the period from inception to
      June 30, 2006. Those statements were audited by another auditor whose report
      has
      been furnished to us, and our opinion, insofar as it relates to the cumulative
      financial information from inception to June 30, 2006, is based solely on the
      report of the other auditor.





We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the financial
      statements. An audit also includes assessing the accounting principles used
      and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. We believe that our audit and the report
      of
      the other auditor provides a reasonable basis for our opinion.





In
      our
      opinion, based on our audit and the report of the other auditor the financial
      statements referred to above present fairly, in all material respects, the
      financial position of Silver Reserve Corp. (formerly 54836 Corporation) as
      at
      June 30, 2007 and the results of its operations and its cash flows for the
      year
      ended June 30, 2007 and for the period from inception to June 30, 2007 in
      accordance with generally accepted accounting principles in the United States
      of
      America.





The
      financial statements of Silver
      Reserve Corp. (formerly 54836 Corporation) as
      of
      June 30, 2006 were audited by another auditor whose report dated September
      14,
      2006 expressed an opinion without qualification on those financial
      statements.







“SCHWARTZ
                LEVITSKY FELDMAN, LLP”Toronto, Ontario, Canada
              September 10, 2007
            Chartered
                Accountants
                Licensed
                  Public Accountants





F-1




**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**




To
      the
      Board of Directors and Stockholders of


**Silver
      Reserve Corp.**




We
      have
      audited the accompanying balance sheets of **Silver
      Reserve Corp.** (a
      Delaware corporation in the exploration stage) as of June 30, 2006 and 2005
      and
      the related statements of operations, stockholders' equity and cash flows for
      the years ended June 30, 2006 and 2005 and the period from inception (June
      3,
      1999) through June 30, 2006. These financial statements are the responsibility
      of the Company's management. Our responsibility is to express an opinion on
      these financial statements based on our audits.




We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States of America). Those standards require
      that we plan and perform the audit to obtain reasonable assurance about whether
      the statements are free of material misstatement. An audit includes examining,
      on a test basis, evidence supporting the amounts and disclosures in the
      financial statements. An audit also includes assessing the accounting principles
      used and significant estimates made by management, as well as evaluating the
      overall financial statement presentation. We believe that our audits provide
      a
      reasonable basis for our opinion.




In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of **Silver
      Reserve Corp.** as of
      June 30, 2006 and 2005 and the results of their operations and cash flows for
      the years ended June 30, 2006 and 2005 and the period from inception (June
      3,
      1999) through June 30, 2006 in conformity with accounting principles generally
      accepted in the United States of America.




**“SF
        PARTNERSHIP, LLP”**


**Toronto, Canada**
            **CHARTERED
                  ACCOUNTANTS**September
                14, 2006




F-2




**SILVER
      RESERVE CORP.**


**(FORMERLY
      54836 CORPORATION)**


**(AN
      EXPLORATION STAGE MINING COMPANY)**


Balance
      Sheets as at


June
      30,
      2007 and 2006


(Amounts
      expressed in US Dollars) ****


**2007**
              
              2006**ASSETS****Current**Cash
                  and cash equivalents
              
              
              **2,639,256**
              
              
              550,775Short-term
                  investments
              
              
              **1,124,059**
              
              
              1,154,324Prepaid
                  expenses
              
              
              **29,425**
              
              
              2,789**Total
                  Current Assets**
              
              
              **3,792,740**
              
              
              1,707,888**Plant
                  and Equipment****,
                  net**(note 5)
              
              
              **1,554,224**
              
              
              27,182**Debt
                  Issuance Costs**,
                  less amortization of$162,092
                  in 2007 (2006-$2,843) (note 4)
              
              
              **82,555**
              
              
              71,032**Total
                  Assets**
              
              
              **5,429,519**
              
              
              1,806,102**LIABILITIES****Current**Accounts
                  payable
              
              
              **87,246**
              
              
              24,802Accrued
                  liabilities (Note 9)
              
              
              **112,007**
              
              
              153,210Convertible
                  Debentures (note 6)
              
              
              **3,570,681**
              
              
              **-****Total
                  Current Liabilities**
              
              
              **3,769,934**
              
              
              178,012**Convertible
                  Debentures**(note 6)
              
              
              **-**
              
              
              1,022,141**Total
                  Liabilities**
              
              
              **3,769,934**
              
              
              1,200,153**Commitments
                  and Contingencies**(note
                  10)**STOCKHOLDERS'
                  EQUITY****Capital
                  Stock******(note
                  7)Class
                    ‘A’ Convertible Preferred stock, $0.0001 par value, 50,000,000 shares
                    authorized, Nil issued and outstanding
                    (2006 - nil)
              
              
              **-**
              
              
              -Common
                    stock, $0.0001 par value, 100,000,000 shares authorized, 33,323,839
                    issued
                    and outstanding(2006
                    -16,410,000)
              
              
              **3,332**
              
              
              1,641**Additional
                  Paid-in Capital**
              
              
              **4,596,056**
              
              
              698,687**Deficit
                  Accumulated During the Exploration Stage**
              
              
              **(2,939,803**
              **)**
              
              (94,379
              )**Total
                  Stockholders' Equity**
              
              
              **1,659,585**
              
              
              605,949**Total
                  Liabilities and Stockholders' Equity**
              
              
              **5,429,519**
              
              
              1,806,102





(The
      accompanying notes are an integral part of these financial
      statements.)




F-3




**SILVER
      RESERVE CORP.**


**(FORMERLY
      54836 CORPORATION)**


**(AN
      EXPLORATION STAGE MINING COMPANY)**


Statements
      of Operations


Years
      Ended June 30, 2007 and 2006 and the Period from Inception (June 3, 1999) to
      June 30, 2007


(Amounts
      expressed in US Dollars)


Cumulative
                      Since
                      Inception
              
              **2007**
              
              2006**Expenses**General
                  and administrative
              
              
              693,289
              
              
              **596,837**
              
              
              89,647Project
                  expenses (Note 7)
              
              
              2,136,174
              
              
              **2,136,174**
              
              
              **-**Amortization
              
              
              247,347
              
              
              **246,730**
              
              
              617**Total
                  Expenses**
              
              
              3,076,810
              
              
              **2,979,741**
              
              
              90,264**Loss
                  from Operations**
              
              
              (3,076,810
              )
              
              **(2,979,741**
              **)**
              
              (90,264
              )Other
                  income - interest
              
              
              206,621
              
              
              **202,652**
              
              
              3,969Interest
              
              
              (69,614
              )
              
              **(68,335**
              **)**
              
              (1,279
              )**Loss
                  Before Income Taxes**
              
              
              (2,939,803
              )
              
              **(2,845,424**
              **)**
              
              (87,574
              )Provision
                  for income taxes
              
              
              **-**
              
              
              -
              
              
              -**Net
                  Loss**
              
              
              (2,939,803
              )
              
              **(2,845,424**
              **)**
              
              (87,574
              )**Loss
                  per Weighted Average Number of Shares Outstanding- Basic and Fully
                  Diluted**
              
              
              
              
              
              **(0.09**
              **)**
              
              (0.05
              )**Basic
                  Weighted Average Number of Shares Outstanding During the
                  Years****-
                  Basic and Fully Diluted**
              
              
              
              
              
              **31,017,579**
              
              
              1,753,425


(The
        accompanying notes are an integral part of these financial
        statements.)




F-4




**SILVER
      RESERVE CORP.**


**(FORMERLY
      54836 CORPORATION)**


**(AN
      EXPLORATION STAGE MINING COMPANY)**


Statements
      of Stockholders' Equity


Year
      Ended June 30, 2007 and 2006 and the Period from Inception (June 3, 1999)
      Through June 30, 2007 (Amounts expressed in US Dollars)


Common
                  StockNumber
                of
                  Shares
              
              Amount
                  $
              
              Additional
                  Paid-in Capital
                  $
              
              Deficit
                  Accumulated during the Exploration Stage
                  $
              
              Total
                  Stockholders'Equity
                  $For
                  the period from inception (June 3, 1999) through July 1, 2004
              
              
              1
              
              
              -
              
              
              5,895
              
              
              (5,895
              )
              
              -Net
                  (loss)
              
              
              -
              
              
              -
              
              
              910
              
              
              (910
              )
              
              -Balance,
                  June 30, 2005
              
              
              1
              
              
              -
              
              
              6,805
              
              
              (6,805
              )
              
              -Contribution
                  to additional paid-in capital
              
              
              **-**
              
              
              **-**
              
              
              3,024
              
              
              
              
              
              3,024Cancelled
                  shares
              
              
              (1
              )
              
              -
              
              
              (1
              )
              
              
              
              
              (1
              )Common
                  shares issued for nil consideration (note 7)
              
              
              14,360,000
              
              
              1,436
              
              
              (1,436
              )
              
              **-**
              
              
              -Common
                  shares issued for cash
              
              
              2,050,000
              
              
              205
              
              
              414,795
              
              
              **-**
              
              
              415,000Subscription
                  for stock
              
              
              
              
              
              
              
              
              300,000
              
              
              -
              
              
              300,000Stock
                  issuance cost
              
              
              **-**
              
              
              **-**
              
              
              (24,500
              )
              
              **-**
              
              
              (24,500
              )Net
                  (loss)
              
              
              **-**
              
              
              **-**
              
              
              **-**
              
              
              (87,574
              )
              
              (87,574
              )Balance,
                  June 30, 2006
              
              
              16,410,000
              
              
              1,641
              
              
              698,687
              
              
              (94,379
              )
              
              605,949Common
                  shares issued for cash
              
              
              3,395,739
              
              
              340
              
              
              548,595
              
              
              -
              
              
              548,935Common
                  shares issued to agents in lieu of commission for placement of
                  common
                  shares and convertible debentures
              
              
              1,064,000
              
              
              106
              
              
              265,894
              
              
              -
              
              
              266,000Common
                  shares issued for acquisition of interests in mineral
                  claims
              
              
              3,540,600
              
              
              354
              
              
              884,796
              
              
              -
              
              
              885,150Common
                  shares issued for acquisition of interests in mineral
                  claims
              
              
              1,850,000
              
              
              185
              
              
              462,315
              
              
              -
              
              
              462,500Common
                  shares issued for acquisition of interests in a refinery
              
              
              88,500
              
              
              9
              
              
              22,116
              
              
              -
              
              
              22,125Common
                  shares issued for purchase of a mill with capital
                  equipments
              
              
              6,975,000
              
              
              697
              
              
              1,743,053
              
              
              -
              
              
              1,743,750Stock
                  issuance cost
              
              
              
              
              
              
              
              
              (59,426
              )
              
              
              
              
              (59,426
              )Stock
                  based compensation
              
              
              
              
              
              
              
              
              30,026
              
              
              
              
              
              30,026Net
                  loss for the year ended June 30, 2007
              
              
              
              
              
              -
              
              
              -
              
              
              (2,845,424
              )
              
              (2,845,424
              )**Balance
                  June 30, 2007**
              
              
              33**,323,839**
              
              
              **3,332**
              
              
              **4,596,056**
              
              
              **(2,939,803**
              **)**
              
              **1,659,585**
 (The
          accompanying notes are an integral part of these financial
          statements.)
  F-5




**SILVER
      RESERVE CORP.**


**(FORMERLY
      54836 CORPORATION)**


**(AN
      EXPLORATION STAGE MINING COMPANY)**


Statements
      of Cash Flows


Years
      Ended June 30, 2007 and 2006 and the Period from Inception (June 3, 1999) to
      June 30, 2007


(Amounts
      expressed in US Dollars)


Cumulative
                  Since Inception
              
              2007
              
              2006**Cash
                  Flows from Operating Activities**Net
                  loss
              
              
              (2,939,803
              )
              
              **(2,845,424**
              **)**
              
              (87,574
              )Adjustments
                  for:Depreciation
              
              
              247,347
              
              
              **246,730**
              
              
              617Amortization
                  of debt issuance cost
              
              
              164,935
              
              
              **162,092**
              
              
              2,843Stock
                  based compensation
              
              
              30,026
              
              
              **30,026**Shares
                  issued for mineral claims, as part of project expenses
              
              
              1,347,650
              
              
              **1,347,650**Interest
                  accrued on convertible debentures
              
              
              69,614
              
              
              **68,335**
              
              
              1,279Changes
                  in non-cash working capitalPrepaid
                  expenses
              
              
              (29,425
              )
              
              **(26,636**
              **)**
              
              (2,789
              )Accounts
                  payable
              
              
              87,246
              
              
              **62,444**
              
              
              24,802Accrued
                  liabilities relating to operating activities
              
              
              94,590
              
              
              **54,590**
              
              
              40,000Net
                  cash used in operating activities
              
              
              (927,820
              )
              
              **(900,193**
              **)**
              
              (20,822
              )**Cash
                  Flows from Investing Activities**Decrease
                  (Increase) in Short-term investments
              
              
              (1,124,059
              )
              
              **30,265**
              
              
              (1,154,324
              )Acquisition
                  of plant and equipment
              
              
              (38,030
              )
              
              **(10,231**
              **)**
              
              (27,799
              )Sale
                  of plant and equipment
              
              
              2,500
              
              
              **2,500**Accrued
                  liabilities for investing activities
              
              
              17,858
              
              
              
              
              
              17,858Net
                  cash provided (used) in investing activities
              
              
              (1,141,731
              )
              
              **22,534**
              
              
              (1,164,265
              )**Cash
                  Flows from Financing Activities**Issuance
                  of common shares for cash
              
              
              1,270,740
              
              
              **548,935**
              
              
              715,000Issuance
                  of convertible debentures (note 6)
              
              
              3,501,067
              
              
              **2,480,205**
              
              
              1,020,862Stock
                  and debenture placement commissions paid in cash
              
              
              (63,000
              )
              
              **(63,000**
              **)**Net
                  cash provided by financing activities
              
              
              4,708,807
              
              
              **2,966,140**
              
              
              1,735,862**Net
                  Change in Cash**
              
              
              2,639,256
              
              
              **2,088,481**
              
              
              550,775**Cash-
                  beginning of year**
              
              
              **-**
              
              
              **550,775**
              
              
              **-****Cash
                  - end of year**
              
              
              2,639,256
              
              
              **2,639,256**
              
              
              550,775**Supplemental
                  Cash Flow Information**Interest
                  paid
              
              
              **-**
              
              
              -
              
              
              -Income
                  taxes paid
              
              
              **-**
              
              
              -
              
              
              -


(The
        accompanying notes are an integral part of these financial
        statements.)


F-6




**SILVER
      RESERVE CORP.**


**(FORMERLY
      54836 CORPORATION)**


**(AN
      EXPLORATION STAGE MINING COMPANY)**


Notes
      to
      the financial statements


June
      30,
      2007 and 2006


(Amounts
      expressed in US Dollars)




**1.**
            **Nature
                of Business and Operations**




Silver
      Reserve Corp. (the "Company"), was incorporated on June 3, 1999 as 54836
      Corporation under the laws of the State of Delaware. On April 10, 2006, 54836
      Corporation changed its name to Silver Reserve Corp. The Company operates with
      the intent of exploration and extraction of silver in the state of
      Nevada.




**2.**
            **Exploration
                Stage Activities**




The
      Company's financial statements are presented on a going concern basis, which
      contemplates the realization of assets and satisfaction of liabilities in the
      normal course of business.




The
      Company is in the exploration stage and has not yet realized revenues from
      its
      planned operations. The Company has incurred a cumulative loss of $2,939,803
      from inception to June 30, 2007. The Company has funded operations through
      the
      issuance of capital stock and convertible debentures. In May and June 2006,
      the
      Company closed a private placement of its common stock for gross proceeds of
      $415,000. During the year ended June 30, 2007 the Company raised $848,935
      (including $ 300,000 received in prior year as stock subscription) through
      private placement of its common stock for cash. The Company also issued
      Convertible Debentures for $1,020,862 during the year ended June 30, 2006 and
      an
      additional $2,480,205 during the year ended June 30, 2007. Management's plan
      is
      to continue raising additional funds through future equity or debt financing
      until it achieves profitable operations from its silver extraction activities.




**3.**
            **Summary
                of Significant Accounting
                Policies**




The
      accounting policies of the Company are in accordance with accounting principles
      generally accepted in the United States of America and their basis of
      application is consistent with that of the previous year. Outlined below are
      the
      significant accounting policies:




Basis
      of
      Presentation




a)
            Cash
                and Cash Equivalents




Cash
      consists of cash and cash equivalents, which are short-term, highly liquid
      investments with original terms to maturity of 90 days or less.




b)
            Short-Term
                Investments




Short-term
      investments include money market instruments and commercial paper carried at
      the
      lower of cost or market value.




F-7


**SILVER
        RESERVE CORP.**
 **(FORMERLY
        54836 CORPORATION)**
 **(AN
        EXPLORATION STAGE MINING COMPANY)**
 Notes
        to
        the financial statements
 June
        30,
        2007 and 2006
 (Amounts
        expressed in US Dollars)




c)
            Mineral
                Rights




The
      Company is an exploration stage mining company and has not realized any revenues
      from its operations. It is primarily engaged in the acquisition, exploration
      and
      development of mining properties. Mineral property acquisition and exploration
      costs are expensed as incurred. When it has been determined that a mineral
      property can be economically developed as a result of establishing proven and
      probable reserves, the costs incurred to develop such property, are capitalized.
      For the purpose of preparing financial information, all costs associated with
      a
      property that has the potential to add to the Company's proven and probable
      reserves are expensed until a final feasibility study demonstrating the
      existence of proven and probable reserve is completed. No costs have been
      capitalized in the periods covered by these financial statements. Once
      capitalized, such costs will be amortized using the units-of-production method
      over the estimated life of the probable reserve.




d)
            Plant
                and Equipment




Plant
      and
      equipment are recorded at cost less accumulated depreciation. Depreciation
      is
      provided commencing in the month following acquisition using the following
      annual rate and method:


Computer
                  equipment
              
              30%
              
              declining
                  balance methodOffice
                  furniture and fixtures
              
              20%
              
              declining
                  balance methodLeasehold
                  improvements
              
              3
                  years
              
              straight
                  line methodPlant
                  and Machinery
              
              15%
              
              declining
                  balance methodTools
              
              25%
              
              declining
                  balance methodVehicles
              
              20%
              
              declining
                  balance methodConsumables
              
              50%
              
              declining
                  balance methodMolds
              
              30%
              
              declining
                  balance methodMobile
                  Equipment
              
              20%
              
              declining
                  balance methodFactory
                  Buildings
              
              5%
              
              declining
                  balance method





F-8




**SILVER
      RESERVE CORP.**


**(FORMERLY
      54836 CORPORATION)**


**(AN
      EXPLORATION STAGE MINING COMPANY)**


Notes
      to
      the financial statements


June
      30,
      2007 and 2006


(Amounts
      expressed in US Dollars)




**3.**
            **Summary
                of Significant Accounting Policies**(cont'd)




e)
            Debt
                Issuance Costs




Debt
      issuance costs represent expenses incurred by the Company in connection with
      the
      convertible debentures transactions. These charges are deferred and amortized
      over the term of the related debenture facilities.




The
      Company also defers the direct incremental costs of raising capital until such
      time as the offering is completed. At the time of the completion of the
      offering, the costs are charged against the capital raised. Should the offering
      be terminated, deferred offering costs are charged to operations during the
      period in which the offering is terminated. As of June 30, 2007, the Company
      had
      expensed $164,935 in deferred offering costs.




f)
            Impairment
                of Long-lived Assets




In
      accordance with Statement of Financial Accounting Standards ("SFAS") No. 144,
      "Accounting for the Impairment or Disposal of Long-Lived Assets", long-lived
      assets to be held and used are analyzed for impairment whenever events or
      changes in circumstances indicate that the related carrying amounts may not
      be
      recoverable. The Company evaluates at each balance sheet date whether events
      and
      circumstances have occurred that indicate possible impairment. If there are
      indications of impairment, the Company uses future undiscounted cash flows
      of
      the related asset or asset grouping over the remaining life in measuring whether
      the assets are recoverable. In the event such cash flows are not expected to
      be
      sufficient to recover the recorded asset values, the assets are written down
      to
      their estimated fair value. Long-lived assets to be disposed of are reported
      at
      the lower of carrying amount or fair value of asset less cost to sell.




g)
            Asset
                Retirement Obligation




The
      Company accounts for asset retirement obligations in accordance with Financial
      Accounting Standards Board ("FASB") Statement No. 143, "Accounting for Asset
      Retirement Obligations" (“Statement 143”), which requires that the fair value of
      an asset retirement obligation be recorded as a liability in the period in
      which
      a company incurs the obligation.




h)
            Revenue
                Recognition




Revenue
      is recognized when the silver or other metals are extracted, processed, and
      sold. The Company will record revenues from the sale of silver or other metals
      when delivery to the customer has occurred, collectability is reasonably assured
      and title has transferred.




F-9




**SILVER
      RESERVE CORP.**


**(FORMERLY
      54836 CORPORATION)**


**(AN
      EXPLORATION STAGE MINING COMPANY)**


Notes
      to
      the financial statements


June
      30,
      2007 and 2006


(Amounts
      expressed in US Dollars)




i)
            Income
                Taxes




The
      Company accounts for income taxes in accordance with SFAS No. 109, "Accounting
      for Income Taxes". Deferred tax assets and liabilities are recorded for
      differences between the financial statement and tax basis of the assets and
      liabilities that will result in taxable or deductible amounts in the future
      based on enacted tax laws and rates. Valuation allowances are established when
      necessary to reduce deferred tax assets to the amount expected to be realized.
      Income tax expense is recorded for the amount of income tax payable or
      refundable for the period increased or decreased by the change in deferred
      tax
      assets and liabilities during the period.




j)
            Earnings
                (Loss) Per Share





The
      Company adopted Statement of Financial Accounting Standards ("FAS") No. 128,
      "Earnings per Share" which requires disclosure in the financial statements
      of
      "basic" and "diluted" earnings (loss) per share. Basic earnings (loss) per
      share
      is computed by dividing net income (loss) by the weighted average number of
      common shares outstanding for the year. Diluted earnings (loss) per share is
      computed by dividing net income (loss) by the weighted average number of common
      shares outstanding plus common stock equivalents (if dilutive) related to stock
      options and warrants for each year. There were no common equivalent shares
      outstanding at June 30, 2007 and 2006 that have been included in dilutive loss
      per share calculation as the effects would have been anti-dilutive. At June
      30,
      2007, there were 1,910,000 options from the 2006 Stock Option Plan and 700,214
      warrants outstanding. At June 30, 2006, no options had been granted under the
      2006 Stock Option Plan.




k)
            Fair
                Value of Financial Instruments




The
      estimated fair value of financial instruments has been determined by the Company
      using available market information and valuation methodologies. Considerable
      judgment is required in estimating fair value. Accordingly, the estimates may
      not be indicative of the amounts the Company could realize in a current market
      exchange. As of June 30, 2007 and 2006 the carrying value of financial
      instruments approximates their fair value due to the short-term maturity of
      these instruments.




Commodity
      Price Risk:




The
      ability of the Company to develop its properties and the future profitability
      of
      the Company is directly related to the market price of certain
      minerals.





Foreign
      exchange risk:




The
      Company conducts some of its operating activities in Canadian dollar. The
      Company is therefore subject to gains or losses due to fluctuations in Canadian
      currency relative to the US dollar.





Long-term
      Financial Instruments





The
      fair
      value of each of the Company’s long-term financial assets and debt instruments
      is based on the amount of future cash flows associated with each instrument
      discounted using an estimate of what the Company’s current borrowing rate for
      similar instruments of comparable maturity would be.




F-10




**SILVER
        RESERVE CORP.**
 **(FORMERLY
        54836 CORPORATION)**
 **(AN
        EXPLORATION STAGE MINING COMPANY)**
 Notes
        to
        the financial statements
 June
        30,
        2007 and 2006
 (Amounts
        expressed in US Dollars)





l)
            Stock
                Based Compensation





In
      December 16, 2004, the Financial Accounting Standards Board (“FASB”) issued FASB
      Statement No.123 (revised 2004), “Share-Based Payment” (“SFAS 123(R)”), which is
      a revision of FASB Statement No.123, Accounting for Stock-Based Compensation.
      SFAS 123(R) requires expense for all share-based payments to employees,
      including grants of employee stock options, to be recognized in the income
      statement based on their fair values. Pro forma disclosure is no longer an
      alternative. The Company had adopted the provisions of SFAS 123 (R) on July
      1,
      2005. All awards granted to employees and non-employees after June 30, 2005
      are
      valued at fair value in accordance with the provisions of SFAS 123 (R) by using
      the Black-Scholes option pricing model and recognized on a straight line basis
      over the service periods of each award. The Company accounts for equity
      instruments issued in exchange for the receipt of goods or services from other
      than employees in accordance with SFAS No. 123 and the conclusions reached
      by
      the Emerging Issues Task Force (“EITF”) in Issue No. 96-18, “Accounting for
      Equity Instruments That Are Issued to Other Than Employees for Acquiring or
      in
      Conjunction with Selling Goods or Services”.  Costs are measured at
      the estimated fair market value of the consideration received or the estimated
      fair value of the equity instruments issued, whichever is more reliably
      measurable.  The value of equity instruments issued for consideration
      other than employee services is determined on the earlier of a performance
      commitment or completion of performance by the provider of goods or services
      as
      defined by EITF No. 96-18.




As
      of
      June 30, 2007 there was $105,911 of unrecognized expense related to non-vested
      stock-based compensation arrangements granted. The total stock-based
      compensation expense relating to all employees and non employees for the years
      ended June 30, 2007 and 2006 was $30,026 and $Nil respectively.





F-11




**SILVER
      RESERVE CORP.**


**(FORMERLY
      54836 CORPORATION)**


**(AN
      EXPLORATION STAGE MINING COMPANY)**


Notes
      to
      the financial statements


June
      30,
      2007 and 2006


(Amounts
      expressed in US Dollars)




**3.**
            **Summary
                of Significant Accounting Policies**(cont'd)




m)
            Concentration
                of Credit Risk




SFAS
      No.
      105, "Disclosure of Information about Financial Instruments with Off-Balance
      Sheet Risk and Financial Instruments with Concentration of Credit Risk",
      requires disclosure of any significant off-balance sheet risk and credit risk
      concentration. The Company does not have significant off-balance sheet risk
      or
      credit concentration.




n)
            Use
                of Estimates




Preparation
      of financial statements in accordance with accounting principles generally
      accepted in the United States of America requires management to make estimates
      and assumptions that affect the amounts reported in the financial statements
      and
      related notes to financial statements. These estimates are based on management's
      best knowledge of current events and actions the Company may undertake in the
      future. Actual results may ultimately differ from such estimates. Significant
      estimates include accruals, estimates for calculation for stock based
      compensation.




o)
            Recent
                Accounting Pronouncements




In
      July
      2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in
      Income Taxes” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in
      income taxes recognized in enterprises’ financial statements in accordance with
      SFAS No. 109, “Accounting for Income Taxes”. FIN 48 prescribes a recognition
      threshold and measurement attributable for the financial statement recognition
      and measurement of a tax position taken or expected to be taken in a tax return.
      FIN 48 also provides guidance on derecognizing, classification, interest and
      penalties, accounting in interim periods, disclosures and transitions. FIN
      48 is
      effective for fiscal years beginning after December 15, 2006. The Company is
      currently reviewing the effect, if any, FIN 48 will have on its financial
      position and operations.





In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measures” (“SFAS No.
      157”). SFAS No. 157 defines fair value, establishes a framework for measuring
      fair value in generally accepted accounting principles (“GAAP”), expands
      disclosures about fair value measurements, and applies under other accounting
      pronouncements that require or permit fair value measurements. SFAS No. 157
      does
      not require any new fair value measurements, however the FASB anticipates that
      for some entities, the application of SFAS No. 157 will change current practice.
      SFAS No. 157 is effective for financial statements issued for fiscal years
      beginning after November 15, 2007. The Company is currently reviewing the
      effect, if any, FIN 48 will have on its financial position and
      operations.





F-12




**SILVER
        RESERVE CORP.**
 **(FORMERLY
        54836 CORPORATION)**
 **(AN
        EXPLORATION STAGE MINING COMPANY)**
 Notes
        to
        the financial statements
 June
        30,
        2007 and 2006
 (Amounts
        expressed in US Dollars)




**3.**
            **Summary
                of Significant Accounting Policies**(cont'd)




In
      September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS
      No. 158, Employers’ Accounting for Defined Benefit Pension and Other
      Postretirement Plans - an amendment of FASB Statements No. 87, 88, 106, and
      132(R). This statement requires employers to recognize the overfunded or
      underfunded status of a defined benefit postretirement plan (other than a multi
      employer plan) as an asset or liability in its statement of financial position
      and to recognize changes in that funded status in the year in which the changes
      occur through comprehensive income of a business entity or changes in
      unrestricted net assets of a not-for-profit organization. This statement also
      requires an employer to measure the funded status of a plan as of the date
      of
      its year-end statement of financial position, with limited exceptions. The
      provisions of SFAS No. 158 are effective for employers with publicly traded
      equity securities as of the end of the fiscal year ending after December 15,
      2006. The adoption of this statement is not expected to have a material effect
      on the Company's future reported financial position or results of
      operations.





In
      February 2007, the FASB issued SFAS No. 159 (“SFAS 159”) - the fair value option
      for financial assets and liabilities including in amendment of SFAS 115. This
      Statement permits entities to choose to measure many financial instruments
      and
      certain other items at fair value. The objective is to improve financial
      reporting by providing entities with the opportunity to mitigate volatility
      in
      reported earnings caused by measuring related assets and liabilities differently
      without having to apply complex hedge accounting provisions. This Statement
      is
      expected to expand the use of fair value measurement objectives for accounting
      for financial instruments. This Statement is effective as of the beginning
      of an
      entity’s first fiscal year that begins after November15, 2007, and interim
      periods within those fiscal years. Early adoption is permitted as of the
      beginning of a fiscal year that begins on or before November 15, 2007, provided
      the entity also elects to apply the provisions of FASB Statement No. 157, Fair
      value measurements. The Company is currently evaluating the impact of SFAS
      No.
      159 on its consolidated financial statements.





F-13


**SILVER
        RESERVE CORP.**
 **(FORMERLY
        54836 CORPORATION)**
 **(AN
        EXPLORATION STAGE MINING COMPANY)**
 Notes
        to
        the financial statements
 June
        30,
        2007 and 2006
 (Amounts
        expressed in US Dollars)




**3.**
            **Summary
                of Significant Accounting Policies**(cont'd)





In
      September 2006, the Securities and Exchange Commission (“SEC”) issued Staff
      Accounting Bulletin No. 108 (Topic 1N), “Quantifying Misstatements in Current
      Year Financial Statements” (“SAB No. 108”). SAB No. 108 addresses how the effect
      of prior year uncorrected misstatements should be considered when quantifying
      misstatements in current year financial statements. SAB No. 108 requires SEC
      registrants (i) to quantify misstatements using a combined approach which
      considers both the balance sheet and income statement approaches; (ii) to
      evaluate whether either approach results in quantifying an error that is
      material in light of relevant quantitative and qualitative factors; and (iii)
      to
      adjust their financial statements if the new combined approach results in a
      conclusion that an error is material. SAB No. 108 addresses the mechanics of
      correcting misstatements that include effects from prior years. It indicates
      that the current year correction of a material error that includes prior year
      effects may result in the need to correct prior year financial statements even
      if the misstatement in the prior year or years is considered immaterial. Any
      prior year financial statements found to be materially misstated in years
      subsequent to the issuance of SAB No. 108 would be restated in accordance with
      SFAS No. 154, “Accounting Changes and Error Corrections.” Because the combined
      approach represents a change in practice, the SEC staff will not require
      registrants that followed an acceptable approach in the past to restate prior
      years’ historical financial statements. Rather, these registrants can report the
      cumulative effect of adopting the new approach as an adjustment to the current
      year’s beginning balance of retained earnings. If the new approach is adopted in
      a quarter other than the first quarter, financial statements for prior interim
      periods within the year of adoption may need to be restated. SAB No. 108 is
      effective for fiscal years ending after November 15, 2006. The implementation
      of
      SAB No. 108 is not expected to have a material impact on the Company’s results
      of operations and financial condition.




**4.**
            **Debt
                Issuance Costs**




Costs
      associated with issuance of convertible debentures are deferred and amortized
      over the life of the related debenture. Deferred financing charges are stated
      at
      cost less accumulated amortization.




F-14


**SILVER
        RESERVE CORP.**
 **(FORMERLY
        54836 CORPORATION)**
 **(AN
        EXPLORATION STAGE MINING COMPANY)**
 Notes
        to
        the financial statements
 June
        30,
        2007 and 2006
 (Amounts
        expressed in US Dollars)




**5.**
            **Plant
                and Equipment, Net**


June
                  30, 2007
              
              June
                  30, 2006Cost
              
              Accumulated
                  Depreciation
              
              Cost
              
              Accumulated
                  Depreciation$
              
              $
              
              $
              
              $Office,
                  furniture and fixtures
              
              
              16,818
              
              
              3,293
              
              
              12,820
              
              
              211Computer
                  equipment
              
              
              3,761
              
              
              956
              
              
              1,666
              
              
              41Leasehold
                  improvements
              
              
              16,230
              
              
              4,885
              
              
              13,313
              
              
              365Plant
                  and Machinery
              
              
              1,512,619
              
              
              189,077
              
              
              -
              
              
              -Tools
              
              
              5,400
              
              
              1,104
              
              
              -
              
              
              -Vehicles
              
              
              34,833
              
              
              5,806
              
              
              -
              
              
              -Consumables
              
              
              64,197
              
              
              26,749
              
              
              -
              
              
              -Molds
              
              
              900
              
              
              225
              
              
              -
              
              
              -Mobile
                  Equipment
              
              
              71,797
              
              
              11,966
              
              
              -
              
              
              -Factory
                  Buildings
              
              
              74,849
              
              
              3,1191,801,404
              
              
              247,180
              
              
              27,799
              
              
              617Net
                  carrying amount
              
              
              
              
              
              1,554,224
              
              
              27,182Amortization
                  charges
              
              
              
              
              
              246,730
              
              
              617




**6.**
            **Convertible
                Debentures**




During
      the year 2006, the Company issued convertible debentures for a total of
      $1,020,862.




During
      the year ended June 30, 2007 the Company issued convertible debentures for
      a
      total of $2,480,205.




Pursuant
      to SFAS No. 150, "Accounting for Certain Financial Instruments with
      Characteristics of both Liabilities and Equity" the Company accounts for the
      convertible debentures as a liability at the face value and no formal accounting
      recognition is assigned to the value inherent in the conversion
      feature.




The
      convertible debentures mature on December 31, 2007 and bear interest at the
      rate
      of 2% per annum. Interest is payable on conversion or maturity and may be
      payable by delivery of cash or Shares (as defined below).




Total
      interest charges for the year 2007 and 2006 are $68,335 and $1,279
      respectively.




F-15


**SILVER
        RESERVE CORP.**
 **(FORMERLY
        54836 CORPORATION)**
 **(AN
        EXPLORATION STAGE MINING COMPANY)**
 Notes
        to
        the financial statements
 June
        30,
        2007 and 2006
 (Amounts
        expressed in US Dollars)




**6.**
            **Convertible
                Debentures-Cont’d**




Each
      convertible debenture is convertible into “Units” consisting of one common share
      of the Company (a “Share”) and one common share purchase warrant (a “Warrant”)
      at the rate of one Unit for each $0.50 of principal under the Convertible
      Debenture at the time of conversion. The Corporation reserves the right to
      pay
      interest in cash or Shares at its option. Each Warrant entitles the holder
      to
      purchase one Share at $0.75 per Share for a term of 12 months following issuance
      of a Warrant. The convertible debentures are convertible at any time follow
      the
      registration of the Shares underlying the Units and the Warrants and before
      maturity of the convertible debentures. The Shares to be issued upon conversion
      of the convertible debentures and the Shares underlying the Warrants will be
      restricted securities unless registered under the United States Securities
      Act
      of 1933, as amended, or resold in compliance with an exemption from such
      registration. The Company will undertake to file a registration statement on
      Form SB-2 with the SEC to permit the resale of the Shares to be issued upon
      conversion of the convertible debentures and the Shares underlying the Warrants
      as free trading securities.




The
      Shares to be issued upon conversion of the convertible debentures and the Shares
      underlying the Warrants will be subject to a Lock Up Agreement. The Shares
      issued upon conversion of the convertible debentures will also be subject to
      restriction on their resale. Such restriction will provide that 25% of the
      Shares will be available for trading upon conversion of the convertible
      debentures, 25% will become free trading six months from conversion, 25% will
      become free trading twelve months from conversion and 25% will become free
      trading eighteen months from conversion. Warrant shares will be subject to
      a
      different restriction. Shares issued upon exercise of the Warrants will be
      50%
      free trading upon exercise, with the remaining 50% to become free trading six
      months later.




**7.**
            **Capital
                Stock**




Year
      ended June 30, 2006




On
      April
      25, 2006, the Company authorized the increase in the number of shares of common
      stock issued to its sole shareholder ("Parent Company") to 14,360,000 shares
      of
      common stock. The Parent Company notified the Company that it had issued
      dividends of the common stock of the Company to the Parent Company shareholders
      and directed the Company to reissue the shares directly to the Parent Company's
      shareholders.




In
      May
      and June 2006, the Company issued 2,050,000 common shares through private
      placements for gross proceeds of $415,000. Expenses associated with the private
      placement are approximately $24,500.




Year
      ended June 30, 2007




The
      Company issued through a private placement 3,395,739 common shares for total
      cash consideration of $848,935, which includes $300,000 stock subscription
      received in the prior year. These common shares were issued at $0.25 per share.




On
      July
      28, 2006 and on August 4, 2006, the Company issued 658,000 and 406,000 common
      shares, respectively, in settlement of 7% commission in the amount of $266,000
      due on the placement of common shares and Convertible Debentures totaling
      $3,800,000.




F-16


**SILVER
        RESERVE CORP.**
 **(FORMERLY
        54836 CORPORATION)**
 **(AN
        EXPLORATION STAGE MINING COMPANY)**
 Notes
        to
        the financial statements
 June
        30,
        2007 and 2006
 (Amounts
        expressed in US Dollars)




On
      August
      31, 2006 the Company issued 3,540,600 common shares to Mojave Silver Company
      Inc., a Nevada Corporation, for purchase of its 100% rights, title and interest
      in certain mineral claims situated in the State of Nevada. The total
      consideration of $885,150 calculated at $0.25 per common share has been expensed
      to the income statement as Project expenses.




On
      August
      31, 2006 the Company issued 1,850,000 common shares to Anglo Gold Mining Inc.,
      a
      Nevada Corporation, for purchase of its 100% rights, title and interest in
      certain mineral claims situated in the State of Nevada. The total consideration
      of $462,500 calculated at $0.25 per common share has been expensed to the income
      statement as Project expenses.




On
      August
      31, 2006 the Company issued 88,500 common shares to Nevada Refinery Inc., a
      Nevada Corporation, for purchase of its 100% rights, title and interest in
      a
      refinery facility and equipment. The total consideration of $22,125 calculated
      at $0.25 per common share has been capitalized to Plant and
      Equipment.




On
      August
      31, 2006 the Company issued 6,975,000 common shares to International Energy
      Resources Inc., a Nevada Corporation, for purchase of its 100% rights, title
      and
      interest in a mill facility and equipment. The total consideration of $1,743,750
      calculated at $0.25 per common share has been capitalized to Plant and
      Equipment.




**Warrants**




During
      the three months period ended September 30, 2006 the Company issued broker
      warrants to purchase convertible debentures as part of the commission due the
      agents who placed the offering of common shares and convertible debentures.
      These warrants represented an amount equal to 10% of the convertible debentures
      placed.


Issued
              
              Expiration
                  Date*
              
              Exercise
                  PriceJuly
                  6, 2006
              
              
              December
                  31, 2007
              
              $
              175,000July
                  26, 2006
              
              
              December
                  31, 2007
              
              
              67,128August
                  2, 2006
              
              
              December
                  31, 2007
              
              
              107,979$
              350,107




The
      exercise price for $350,107 is 700,214 warrants.




*The
      expiry dates of all the above broker warrants were extended to December 31,
      2007
      from June 30, 2007 by resolution of the Board of Directors on June 24,
      2007.




F-17




**SILVER
        RESERVE CORP.**
 **(FORMERLY
        54836 CORPORATION)**
 **(AN
        EXPLORATION STAGE MINING COMPANY)**
 Notes
        to
        the financial statements
 June
        30,
        2007 and 2006
 (Amounts
        expressed in US Dollars)




**8.**
            **Employee
                Stock Option Plan**




In
      April
      2006, the Board of Directors approved an employee stock option plan ("2006
      Stock
      Option Plan"), the purpose of which is to enhance the Company's stockholder
      value and financial performance by attracting, retaining and motivating the
      Company's officers, directors, key employees, consultants and its affiliates
      and
      to encourage stock ownership by such individuals by providing them with a means
      to acquire a proprietary interest in the Company's success through stock
      ownership. Under the 2006 Stock Option Plan, officers, directors, employees
      and
      consultants who provide services to the Company may be granted options to
      acquire common shares of the Company at not less than 110 percent of the fair
      market value of the stock on the date of grant. Options will have a term of
      10
      years. The total number of shares reserved for issuance under the2006 Stock
      Option Plan is 5,000,000. As of June 30, 2006, no options were granted under
      the
      2006 Stock Option Plan.




During
      the year ended June 30, 2007 the Board granted the following stock
      options:





On
      April
      10, 2007 the Board granted stock options to seven (7) Officers, Directors and
      Consultants to purchase 250,000 common shares each at an exercise price of
      $0.50/per share or the closing price on the first day the Company’s shares trade
      on the OTC BB, which ever is the highest. These options are granted in
      accordance with the terms of the Company’s 2006 Stock Option Plan and shall vest
      at the rate of 1/12 each month until fully vested. Should any of the above
      parties leave their position or be discharged from the Company, no further
      vesting will take place as of the date they leave or are discharged. The option
      granted shall be for a term of 5 years.





The
      Board
      also granted options to two other consultants to each purchase 50,000 common
      shares at a price of $0.50 per share or the closing price on the first day
      the
      Company’s shares trade on the OTC BB which ever is the higher price. These
      options are granted in accordance with the terms of the Company’s 2006 Stock
      Option Plan and shall vest at the rate of 1/12 each month until fully vested.
      Should any of the above parties leave their position or be discharged from
      providing services to the Company, no further vesting will take place as of
      the
      date they leave or are discharged. The option granted shall be for a term of
      5
      years.





On
      April
      17, 2007 the Board granted options to one consultant to purchase 50,000 common
      shares at a price of $0.50 per share or the closing price on the first day
      the
      Company’s shares trade on the OTC BB which ever is the higher price. These
      options are granted in accordance with the terms of the Company’s 2006 Stock
      Option Plan and shall vest at the rate of 1/12 each month until fully vested.
      Should any of the above parties leave their position or be discharged from
      providing services to the Company, no further vesting will take place as of
      the
      date they leave or are discharged. The option granted shall be for a term of
      5
      years.





On
      May
      17, 2007 the Board granted options to one consultant to purchase 10,000 common
      shares at a price of $0.50 per share or the closing price on the first day
      the
      Company’s shares trade on the OTC BB which ever is the higher price. These
      options are granted in accordance with the terms of the Company’s 2006 Stock
      Option Plan and shall vest at the rate of 1/12 each month until fully vested.
      Should any of the above parties leave their position or be discharged from
      providing services to the Company, no further vesting will take place as of
      the
      date they leave or are discharged. The option granted shall be for a term of
      5
      years.




F-18




**SILVER
      RESERVE CORP.**


**(FORMERLY
      54836 CORPORATION)**


**(AN
      EXPLORATION STAGE MINING COMPANY)**


Notes
      to
      the financial statements


June
      30,
      2007 and 2006


(Amounts
      expressed in US Dollars)




The
      Company has adopted SFAS123 (Revised) commencing July 1, 2005.





The
      fair
      value of each grant was estimated at the grant date using the Black-Scholes
      option-pricing model. The Black-Scholes option pricing model requires the use
      of
      certain assumptions, including expected terms expected volatility, expected
      dividends and risk-free interest rate to calculate the fair value of stock-based
      payment awards. The assumptions used in calculating the fair value of stock
      option awards involve inherent uncertainties and the application of management
      judgment. As the Company is new and had no data for historic volatility, the
      estimated volatility was determined by comparing the volatility of similar
      Companies within the industry sector.





The
      expected term calculation is based upon the expected term the option is to
      be
      held,  which
      is
      the full term of the option. The risk-free interest rate is based upon the
      U.S.
      Treasury yield in effect at the time of grant for an instrument with a maturity
      that is commensurate with the expected term of the stock options. The dividend
      yield of zero is based on the fact that we have never paid cash dividends on
      our
      common stock and we have no present intention to pay cash dividends. The
      expected forfeiture rate of 0% is based on the vesting of stock options in
      a
      short period of time.





For
      this
      year ended June 30, 2007, the Company has recognized in the financial
      statements, stock-based compensation costs as per the following details. The
      fair value of each option used for the purpose of estimating the stock
      compensation is based on the grant date using the Black-Scholes option pricing
      model with the following weighted average assumptions:





10-April
            
            April
            
            17-May2007
            
            2007
            
            2007
            
            TotalRisk
                free rate
            
            
            4.5%
            
            
            4.5%
            
            
            4.5%Volatility
                factor
            
            
            50%
            
            
            50%
            
            
            50%Expected
                dividends
            
            
            0%
            
            
            0%
            
            
            0%Forfeiture
                rate
            
            
            0%
            
            
            0%
            
            
            0%Expected
                life
            
            
            5
                years
            
            
            5
                years
            
            
            5
                yearsExercise
                price
            
            $
            0.50
            
            $
            0.50
            
            $
            0.50Total
                number of options granted
            
            
            1,850,000
            
            
            50,000
            
            
            10,000Grant
                date fair value
            
            $
            0.07
            
            $
            0.07
            
            $
            0.07Stock-based
                compensation cost expensed during the year ended June 30,
                2007
            
            $
            29,219
            
            $
            721
            
            $
            86
            
            $
            30,026Unexpended
                Stock -based compensation cost deferred over the vesting
                period
            
            $
            102,447
            
            $
            2,838
            
            $
            626
            
            $
            105,911




As
      of
      June 30, 2007 there was $105,911 of unrecognized expenses related to non-vested
      stock-based compensation arrangements granted. The stock-based compensation
      expense for the years ended June 30, 2007 and June 30, 2006 was $30,026 and
      $nil
      respectively.





The
      following table summarizes the options outstanding as at June 30:





Option
                Price
            
            Number
                of sharesExpiry
                Date
            
            Per
                Share
            
            2007
            
            2006April
                9, 2012
            
            
            0.50
            
            
            1,850,000
            
            
            -April
                16, 2012
            
            
            0.50
            
            
            50,000
            
            
            -May
                16, 2012
            
            
            0.50
            
            
            10,000
            
            
            -1,910,000
            
            
            -Weighted
                average exercise price at end of year
            
            0.50
            
            
            -





F-19


**SILVER
        RESERVE CORP.**
 **(FORMERLY
        54836 CORPORATION)**
 **(AN
        EXPLORATION STAGE MINING COMPANY)**
 Notes
        to
        the financial statements
 June
        30,
        2007 and 2006
 (Amounts
        expressed in US Dollars)


Number
                of Shares2007
            
            2006Outstanding,
                beginning of year
            
            
            -
            
            
            -Granted
            
            
            1,910,000
            
            
            -Expired
            
            
            -
            
            
            -Exercised
            
            
            -
            
            
            -Forfeited
            
            
            -
            
            
            -Cancelled
            
            
            -
            
            
            -Outstanding,
                end of year
            
            
            1,910,000
            
            
            -Exerciseable,
                end of year
            
            
            317,450
            
            
            -





F-20


**SILVER
      RESERVE CORP.**


**(FORMERLY
      54836 CORPORATION)**


**(AN
      EXPLORATION STAGE MINING COMPANY)**


Notes
      to
      the financial statements


June
      30,
      2007 and 2006


(Amounts
      expressed in US Dollars)




**9.**
            **Accrued
                Liabilities**





Includes
      Management’s estimated costs of $75,000 for completion of the clean up of the
      mill and resolutions to potential violations to meet the United States Bureau
      of
      Land Management requirements (prior year: Nil)





**10.**
            **Commitments
                and Contingencies**




The
      Company has entered into a one year renewable contract with Medallion Capital
      Corp. for consulting services commencing May 1, 2006, at a rate of $7,500 per
      month.





On
      August
      21, 2006, the Company entered into an option agreement with Sage Associates,
      Inc. (“Sage”) to purchase 12 mineral claims in Lyon County, Nevada (the “Sage
      Option Agreement”). This agreement has been amended and following described the
      Agreement as amended. The mineral claims covered by the Sage Option Agreement,
      including all claims that may be added during the term of the Agreement are
      collectively referred to herein as the “Como Claims”. The Company paid $20,000
      upon execution of the Sage Option Agreement as an initial payment. In the first
      year of the Sage Option Agreement the Company is required to and did stake
      up to
      250 claims adjoining the Como Claims (such claims to become subject to the
      Sage
      Option Agreement); commission a geophysical review of the property by a
      designated consultant; commission Sage as a geological consultants at a rate
      of
      $400 per day to assist in establishing drill targets and complete a drill
      program consisting of reverse calculation and core drilling. The Company is
      required to invest not less than $500,000 to earn a 40% interest in the
      property. To earn a 100% interest in the property the Company is required to
      complete additional programs having a cost of not less than $500,000. On the
      second anniversary of the Sage Option Agreement or upon completion of programs
      totaling $1,000,000, which ever occurs first, Silver Reserve is required to
      issue to Sage 500,000 shares of its common stock, as fully paid and non
      assessable shares. In addition, the Company is required to make an advance
      royalty payment in the amount of $10,000 on each anniversary date of the Sage
      Option Agreement and continue to do so until the first of the following occurs:
      (i) the option is fully exercised; (ii) Sage has received a total of $100,000
      in
      cash; or (iii) a feasibility study recommending the property be put into
      production is completed.





The
      Company can earn a 40% interest in the Como Claims when it has made the initial
      payment, made the first annual advance royalty payment and completed the first
      $500,000 program requirements under the Sage Option Agreement. The Company
      can
      earn a 100% interest in the Como Claims when the Company has completed a total
      of $1,000,000 program expenditures on the property. Sage shall hold title to
      the
      optional claims in escrow until the Company has earned a 100% interest. When
      the
      Company has fulfilled its obligations under the Sage Option Agreement, title
      to
      the claims will be transferred to Silver Reserve.





In
      the
      event the Sage Option Agreement is terminated after Silver Reserve has earned
      a
      40% interest, the relationship between the parties shall be converted into
      a
      joint venture arrangement wherein Silver Reserve shall retain its 40% interest
      and Sage will have a 60% interest. The joint venture will be formed in order
      to
      continue maintenance of the Como Claims and any further work on the
      property.




F-21


**SILVER
        RESERVE CORP.**
 **(FORMERLY
        54836 CORPORATION)**
 **(AN
        EXPLORATION STAGE MINING COMPANY)**
 Notes
        to
        the financial statements
 June
        30,
        2007 and 2006
 (Amounts
        expressed in US Dollars)
  Silver
        Reserve’s interest in the Como Claims is subject to a net smelter return royalty
        of 2.1% of “Net Smelter Returns”. Net Smelter Returns are calculated according
        to gross revenue beginning after commercial production commences. For purposes
        of determining gross revenue, the following items are included: revenue received
        by Silver Reserve from arm’s length purchasers of all mineral products produced
        from the property, the fair market value of all products sold by Silver Reserve
        in such period to persons not dealing with Silver Reserve at arms length,
        and
        Silver Reserve’s share of the proceeds of insurance on products minus
“permissible deductions.” Permissible deductions include: sales charges levied
        by any sales agent on the sale of products, transportation costs for products,
        all costs, expenses and charges of any nature whatsoever which are either
        paid
        or incurred by Silver Reserve in connection with the refinement and
        beneficiation of products after leaving the property; and all insurance costs
        and taxes.




**11.**
            **Income
                Taxes**




The
      Company's current and deferred income taxes are as follows:


**2007**
              
              2006(Loss)
                  before income taxes
              
              **$**
              **(2,845,424**
              )
              $
              (87,574
              )Expected
                  income tax recovery at the statutory rates of 35% (2006 -
                  35%)
              
              **$**
              **(995,894**
              )
              $
              (30,650
              )Increase
                  in income taxes resulting from:Permanent
                  differences
              
              
              **482,186**
              
              
              210Valuation
                  allowance
              
              
              **513,708**
              
              
              30,440Provision
                  for income taxes
              
              **$**
              -
              
              $
              -






**11.**
            **Income
                Taxes-cont’d**




The
      Company has deferred income tax assets as follows:


**2007**
              
              2006Net
                  operating loss carry forward
              
              **$**
              **1,562,127**
              
              $
              94,379Deferred
                  Income tax on loss carry forward
              
              **$**
              **546,744**
              
              $
              33,032Valuation
                  allowance for deferred income tax assets
              
              
              **(546,744**
              **)**
              
              (33,032
              )Deferred
                  income taxes
              
              **$**
              **-**
              
              $
              -





F-22


**SILVER
        RESERVE CORP.**
 **(FORMERLY
        54836 CORPORATION)**
 **(AN
        EXPLORATION STAGE MINING COMPANY)**
 Notes
        to
        the financial statements
 June
        30,
        2007 and 2006
 (Amounts
        expressed in US Dollars)




As
      of
      June 30, 2007 the Company had approximately $1,562,127 of federal net operating
      loss carry forwards available to offset future taxable income which begin to
      expire during the period 2020 to 2027.




**12.**
            **Related
                Party Transactions**





During
      the year ended June 30, 2007 the Company expensed $90,000 to a Corporation
      owned
      by an officer of the Company for providing consulting services.





Amounts
      payable to the Corporation as on June 30, 2007 was $17,184.




On
      April
      10, 2007 the Board granted stock options to six (6) Officers and Directors
      to
      purchase 250,000 common shares each at an exercise price of $0.50/per share
      or
      the closing price on the first day the Company’s shares trade on the OTC BB,
      which ever is the highest. These options are granted in accordance with the
      terms of the Company’s 2006 Stock Option Plan and shall vest at the rate of 1/12
      each month until fully vested. Should any of the above parties leave their
      position or be discharged from the Company, no further vesting will take place
      as of the date they leave or are discharged. The option granted shall be for
      a
      term of 5 years. For these six officers and directors, the Company expensed
      stock based compensation cost of $23,690 during the year ended June 30, 2007
      (Prior year: Nil)





**13.**
            **Subsequent
                events**





On
      August
      29, 2007, the Board of Directors authorized the **** execution
      of **** a **** contract
      with a drilling company to commence drilling on the Como property, under option
      from Sage Associates, at an estimated cost of $250,000.





On
      August
      30, 2007, the Board of directors recommended the Company enter into a financial
      consulting agreement with Brehnam Trading Corp. and investor relations agreement
      with Costa View Inc. and each of these parties are issued 1,500,000 shares,
      to
      be earned in equal installments of 375,000 shares on December 1, 2007, June
      1,
      2008, December 1, 2008 and June 1, 2009. These agreements were completed on
      September 21, 2007.





**14.**
            **Prior
                year balances**





Certain
      prior year balances have been reclassified to conform to current year’s
      presentation.





F-23