**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-QSB**





xQUARTERLY
      REPORT
      PURSUANT TO SECTION 13 OR 15 (d) OF THE


SECURITIES
      EXCHANGE ACT OF 1934





FOR
      THE
      QUARTERLY PERIOD ENDED December 31, 2007





OR





oTRANSITION
      REPORT
      PURSUANT TO SECTION 13 OR 15 (d) OF THE


SECURITIES
      EXCHANGE ACT OF 1934





FOR
      THE
      TRANSITION PERIOD FROM ________ TO __________





REGISTRATION
      NUMBER 000-52641





SILVER
      RESERVE CORP.


(Exact
      name of registrant as specified in its charter)





**Delaware**
            ****
            **98-0492752**(State
                or other jurisdiction of
            
            (I.R.S.
                Employerincorporation
                or organization)
            
            Identification
                No.)





**1226
      White Oaks Blvd., Suite 10A, Oakville, Ontario L6H 2B9**


(Address
      of principal executive offices) (Zip Code)





Registrant's
      telephone number, including area code: (905) 845-1073





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15 (d) of the Exchange Act during the past 12 months (or such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days.





YES
                o
            
            NO
                x





State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the latest practicable date:





Class
            
            Outstanding
                As of December 31, 2007Common
                Shares $ .0001 par value
            
            43,510,569










**SILVER
      RESERVE CORP.**


**(FORMERLY
      54836 CORP.)**


**(AN
      EXPLORATION STAGE COMPANY)**




INTERIM
      FINANCIAL STATEMENTS




DECEMBER
      31, 2007




(Amounts
      expressed in US Dollars)


(Unaudited-Prepared
      by Management)




**CONTENTS**





Interim
                Balance Sheets as of December 31, 2007 and June 30, 2007
            3Interim
                Statements of Operations for the six months and three months ended
                December 31, 2007 andDecember
                31, 2006
            4Interim
                Statements of Changes in Stockholders' Equity for the six months
                endedDecember
                31, 2007 and year ended June 30, 2007
            5Interim
                Statements of Cash Flows for the six months ended December 31,
                2007and
                December 31, 2006.
            6Condensed
                Notes to Interim Financial Statements
            7 -
                16




2




**SILVER
      RESERVE CORP.**


**(FORMERLY
      54836 CORP.)**


**(AN
      EXPLORATION STAGE MINING COMPANY)**


Interim
      Balance Sheets as at


December
      31, 2007 and June 30, 2007


(Amounts
      expressed in US Dollars)


(Unaudited-Prepared
      by Management)





Dec
                31,
            
            June
                30,2007
            
            2007$
            
            
            $**ASSETS****Current**Cash
                and cash equivalents
            
            
            2,788,613
            
            
            2,639,256Short-term
                investments
            
            
            
            
            
            1,124,059Prepaid
                expenses and other receivables
            
            
            71,443
            
            
            29,425**Total
                Current Assets**
            
            
            2,860,056
            
            
            3,792,740**Plant
                and Equipment, net (note 5)**
            
            
            1,434,829
            
            
            1,554,224**Debt
                Issuance Costs,** less amortization of$82,555
                during six months ended Dec 31, 2007 (note 4)
            
            
            **-**
            
            
            **82,555****Total
                Assets**
            
            
            4,294,885
            
            
            5,429,519**LIABILITIES****Current**Accounts
                payable
            
            
            108,794
            
            
            87,246Accrued
                liabilities
            
            
            38,518
            
            
            112,007Convertible
                Debentures
            
            
            -
            
            
            3,570,681**Total
                Liabilities**
            
            
            147,312
            
            
            3,769,934**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
            
            
            -
            
            
            -Common
                stock, $0.0001 par value, 100,000,000 shares authorized, 43,510,569
                issued
                and outstanding
            
            
            4,351
            
            
            3,332**Additional
                Paid-in Capital**
            
            
            10,504,696
            
            
            4,596,056**Deferred
                stock compensation** (note 9)
            
            
            (1,875,000
            )
            
            -**Deficit
                Accumulated During the Exploration Stage**
            
            
            (4,486,474
            )
            
            (2,939,803
            )**Total
                Stockholders' Equity**
            
            
            4,147,573
            
            
            1,659,585**Total
                Liabilities and Stockholders' Equity**
            
            
            4,294,885
            
            
            5,429,519See
                Condensed notes to the Interim Financial
                Statements




3




**SILVER
      RESERVE CORP.**


**(FORMERLY
      54836 CORPORATION)**


**(AN
      EXPLORATION STAGE COMPANY)**


Interim
      Statements of Operations


For
      the
      six months and three months ended Dec 31, 2007 and Dec 31, 2006 and the Period
      from Inception (June 3, 1999) to Dec 31, 2007


(Amounts
      expressed in US Dollars)


(Unaudited-Prepared
      by Management)


For
                  the
              
              For
                  theFor
                  the
              
              For
                  the
              
              three
              
              threesix
                  months
              
              six
                  months
              
              months
              
              monthsCumulative
              
              ended
              
              ended
              
              ended
              
              endedsince
              
              Dec
                  31,
              
              Dec
                  31,
              
              Dec
                  31,
              
              Dec
                  31,inception
              
              2007
              
              2006
              
              2007
              
              2006$
              
              
              $
              
              
              $
              
              
              $
              
              
              $**Operating
                  Expenses**General
                  and administration
              
              
              1,409,983
              
              
              716,694
              
              
              265,231
              
              
              463,153
              
              
              140,416Project
                  expenses (Note 7)
              
              
              2,892,183
              
              
              756,009
              
              
              1,816,600
              
              
              464,058
              
              
              187,377Amortization
              
              
              371,697
              
              
              124,350
              
              
              99,414
              
              
              62,237
              
              
              73,619**Total
                  Operating Expenses**
              
              
              4,673,863
              
              
              1,597,053
              
              
              2,181,245
              
              
              989,448
              
              
              401,412**Loss
                  from Operations**
              
              
              (4,673,863
              )
              
              (1,597,053
              )
              
              (2,181,245
              )
              
              (989,448
              )
              
              (401,412
              )Other
                  income-interest
              
              
              277,842
              
              
              71,221
              
              
              111,470
              
              
              31,729
              
              
              50,573Interest
              
              
              (90,453
              )
              
              (20,839
              )
              
              (33,612
              )
              
              (3,190
              )
              
              (17,649
              )**Loss
                  before Income Taxes**
              
              
              (4,486,474
              )
              
              (1,546,671
              )
              
              (2,103,387
              )
              
              (960,909
              )
              
              (368,488
              )Provision
                  for income taxes
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -**Net
                  Loss**
              
              
              (4,486,474
              )
              
              (1,546,671
              )
              
              (2,103,387
              )
              
              (960,909
              )
              
              (368,488
              )**Loss
                  per Weighted Average Number**
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ******of
                  Shares Outstanding**
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ******-Basic
                  and Fully Diluted**
              
              
              
              
              
              (0.04
              )
              
              (0.07
              )
              
              (0.02
              )
              
              (0.01
              )**Basic
                  Weighted Average Number**
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ******of
                  Shares Outstanding During the Periods**
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ****
              ******-Basic
                  and Fully Diluted**
              
              
              
              
              
              38,320,460
              
              
              28,748,921
              
              
              42,338,820
              
              
              33,323,839See
                  condensed notes to the Interim Financial
                  Statements




4


**SILVER
          RESERVE CORP.**
 **(FORMERLY
          54836 CORP.)**
 **(AN
          EXPLORATION STAGE MINING COMPANY)**
 Interim
          Financial Statements of Changes in Stockholders’ Equity
 From
          Inception (June 3, 1999) to December 31, 2007
 (Amounts
          expressed in US Dollars)
 (Unaudited-Prepared
          by Management)
  DeficitAccumulatedCommon
                    Stock
                
                Additional
                
                Deferred
                
                during
                    the
                
                TotalNumber
                
                
                
                Paid-in
                
                Stock
                
                Exploration
                
                Stockholders'of
                    Shares
                
                Amount
                
                Capital
                
                Compensation
                
                Stage
                
                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
                  )
                  
                  1,659,585Common
                      stock issued to consultants
                  
                  
                  3,000,000
                  
                  
                  300
                  
                  
                  2,249,700
                  
                  
                  (1,875,000
                  )
                  
                  -
                  
                  
                  375,000Stock
                      based compensation
                  
                  
                  
                  
                  
                  -
                  
                  
                  68,139
                  
                  
                  
                  
                  
                  -
                  
                  
                  68,139Conversion
                      of convertible debentures with accrued interest
                  
                  
                  7,186,730
                  
                  
                  719
                  
                  
                  3,590,801
                  
                  
                  -
                  
                  
                  -
                  
                  
                  3,591,520Net
                      loss for the six months ended December 31, 2007
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (1,546,671
                  )
                  
                  (1,546,671
                  )Balance
                      December 31, 2007
                  
                  
                  43,510,569
                  
                  
                  4,351
                  
                  
                  10,504,696
                  
                  
                  (1,875,000
                  )
                  
                  (4,486,474
                  )
                  
                  4,147,573
 See
              Condensed notes to the Interim Financial Statements


5




**SILVER
      RESERVE CORP.**


**(FORMERLY
      54836 CORP.)**


**(AN
      EXPLORATION STAGE MINING COMPANY)**


Interim
      Statements of Cash Flows


For
      the
      six months ended December 31, 2007 and December 31, 2006


(Amounts
      expressed in US Dollars)


(Unaudited-Prepared
      by Management)


CumulativeSince
              
              Dec
                  31,
              
              Dec
                  31,Inception
              
              2007
              
              2006**Cash
                  Flows from Operating Activities**Net
                  loss
              
              
              (4,486,474
              )
              
              (1,546,671
              )
              
              (2,103,387
              )Adjustment
                  for:Depreciation
              
              
              371,697
              
              
              124,350
              
              
              99,414Amortization
                  of debt issuance cost
              
              
              247,490
              
              
              82,555
              
              
              80,884Stock
                  based compensation
              
              
              98,165
              
              
              68,139
              
              
              -Shares
                  issued for mineral claims, as part ofproject
                  expenses
              
              
              1,347,650
              
              
              -
              
              
              1,347,650Shares
                  issued for consultant services expensed
              
              
              375,000
              
              
              375,000
              
              
              -Interest
                  on convertible debentures convertedto
                  stock
              
              
              90,894
              
              
              20,838
              
              
              -Changes
                  in non-cash working capitalPrepaid
                  expenses
              
              
              (71,443
              )
              
              (42,018
              )
              
              (3,892
              )Accounts
                  payable
              
              
              108,794
              
              
              21,549
              
              
              58,636Accrued
                  liabilities
              
              
              38,518
              
              
              (73,489
              )
              
              (29,458
              )Net
                  cash used in operating activities
              
              
              (1,879,709
              )
              
              (969,747
              )
              
              (550,153
              )**Cash
                  Flows from Investing Activities**Decrease
                  (Increase) in Short-term investments
              
              
              -
              
              
              1,124,059
              
              
              (368,719
              )Acquisition
                  of plant and equipment for cash
              
              
              (42,985
              )
              
              (4,955
              )
              
              (6,882
              )Sale
                  of plant and equipment
              
              
              2,500
              
              
              -
              
              
              -Net
                  cash used in investing activities
              
              
              (40,485
              )
              
              1,119,104
              
              
              (375,601
              )**Cash
                  Flows from Financing Activities**Issuance
                  of common shares for cash
              
              
              1,270,740
              
              
              -
              
              
              548,935Issuance
                  of convertible debenturessubsequently
                  converted to stock
              
              
              3,501,067
              
              
              -
              
              
              2,496,168Stock
                  and debenture placementcommissions
                  paid in cash
              
              
              (63,000
              )
              
              -
              
              
              (63,000
              )Net
                  cash provided by financing activities
              
              
              4,708,807
              
              
              -
              
              
              2,982,103Net
                  Change in Cash
              
              
              2,788,613
              
              
              149,357
              
              
              2,056,349Cash-
                  beginning of period
              
              
              -
              
              
              2,639,256
              
              
              550,775Cash
                  - end of period
              
              
              2,788,613
              
              
              2,788,613
              
              
              2,607,124Supplemental
                  Cash Flow InformationInterest
                  paid
              
              
              -
              
              
              -
              
              
              -Income
                  taxes paid
              
              
              -
              
              
              -
              
              
              -


See
        Condensed notes to the Interim Financial Statements
  6


**SILVER
        RESERVE CORP.**
 **(FORMERLY
          54836 CORP.)**
 **(AN
          EXPLORATION STAGE MINING COMPANY)**
 Condensed
          Notes to Interim Financial Statements
 For
          the
          six months ended December 31, 2007 and December 31, 2006
 (Amounts
          expressed in US Dollars)
 (Unaudited-Prepared
          by Management)


**1.**
            **Basis
                of Presentation**




The
      accompanying unaudited financial statements do not include all the information
      and footnotes required by generally accepted accounting principles for complete
      financial statements. In the opinion of management, all adjustments (consisting
      of recurring accruals) considered necessary for fair presentation have been
      included. Operating results for the interim period are not necessarily
      indicative of the results that may be expected for the year ended June 30,
      2008.
      Interim financial statements should be read in conjunction with the company’s
      annual audited financial statements.




The
      interim financial statements include the accounts of Silver Reserve Corp. (the
      “Company”)




**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 $4,486,474
      from inception to December 31, 2007. The Company has funded operations through
      the issuance of capital stock and convertible debentures. In May and June of
      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 the prior year as stock subscription)
      through private placements of its common stock for cash. The Company also issued
      Convertible Debentures in the amount of $1,020,862 during the year ended June
      30, 2006 and issued Convertible Debentures in the amount of $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 silver extraction on its properties, if feasible.




7




**SILVER
      RESERVE CORP.**


**(FORMERLY
      54836 CORP.)**


**(AN
      EXPLORATION STAGE MINING COMPANY)**


Condensed
        Notes to Interim Financial Statements
 For
      the
      six months ended December 31, 2007 and December 31, 2006


(Amounts
      expressed in US Dollars)


(Unaudited-Prepared
      by Management)


**3.**
            **Nature
                of Operations**





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 has been in the exploration stage and has not yet realized any revenues
      from its planned operations. It is primarily engaged in the acquisition and
      exploration of mining properties. Mineral property exploration costs are
      expensed as incurred. Mineral property acquisition costs are initially
      capitalized when incurred using the guidance in EITF 04-02, “ *Whether
      Mineral Rights Are Tangible or Intangible Assets* ”.
      The
      Company assesses the carrying costs for impairment under SFAS 144, “ *Accounting
      for Impairment or Disposal of Long Lived Assets* ”
at
      each
      fiscal quarter end. The Emerging Issues Task Force issued EITF 04-3, *Mining
      Assets: Impairment and Business Combinations* requires
      mining companies to consider cash flows related to the economic value of mining
      assets (including mineral properties and rights) beyond those assets’ proven and
      probable reserves, as well as anticipated market price fluctuations, when
      testing the mining assets for impairment in accordance with SFAS 144. The
      Company is in its early stages of exploration and unable to allocate any
      economic values beyond proven and probable reserves. In the absence of proven
      and probable reserves, acquisition costs to date are considered to be impaired
      and accordingly, have been written off to project expenses. When it has been
      determined that a mineral property can be economically developed as a result
      of
      establishing proven and probable reserves, the costs then incurred to develop
      such property will be capitalized. Such costs will be amortized using the
      units-of-production method over the estimated life of the probable reserve.
      If
      mineral properties are subsequently abandoned or impaired, any capitalized
      costs
      will be charged to operations.




**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. See note 6 relating to conversion of
      Debentures.




8




**SILVER
      RESERVE CORP.**


**(FORMERLY
      54836 CORP.)**


**(AN
      EXPLORATION STAGE MINING COMPANY)**


Condensed
        Notes to Interim Financial Statements
 For
      the
      six months ended December 31, 2007 and December 31, 2006


(Amounts
      expressed in US Dollars)


(Unaudited-Prepared
      by Management)




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




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 methodMoulds
              
              
              30
              %
              
              declining
                  balance methodMobile
                  Equipment
              
              
              20
              %
              
              declining
                  balance methodFactory
                  Buildings
              
              
              5
              %
              
              declining
                  balance method




Dec
                  31,2007
              
              June
                  30, 2007Accumulated
              
              
              
              AccumulatedCost
              
              Depreciation
              
              Cost
              
              Depreciation$
              
              $
              
              $
              
              $Office,
                  furniture and fixtures
              
              
              16,818
              
              
              4,646
              
              
              16,818
              
              
              3,293Computer
                  equipment
              
              
              4,694
              
              
              1,470
              
              
              3,761
              
              
              956Leasehold
                  improvements
              
              
              16,230
              
              
              7,145
              
              
              16,230
              
              
              4,885Plant
                  and Machinery
              
              
              1,514,511
              
              
              288,444
              
              
              1,512,619
              
              
              189,077Tools
              
              
              5,400
              
              
              1,641
              
              
              5,400
              
              
              1,104Vehicles
              
              
              34,833
              
              
              8,708
              
              
              34,833
              
              
              5,806Consumables
              
              
              64,197
              
              
              36,111
              
              
              64,197
              
              
              26,749Molds
              
              
              900
              
              
              326
              
              
              900
              
              
              225Mobile
                  Equipment
              
              
              73,927
              
              
              18,127
              
              
              71,797
              
              
              11,966Factory
                  Buildings
              
              
              74,849
              
              
              4,912
              
              
              74,849
              
              
              3,1191,806,359
              
              
              371,530
              
              
              1,801,404
              
              
              247,180Net
                  carrying amount
              
              
              1,434,829
              
              
              
              
              
              
              
              
              1,554,224
 Amortization
                    charges
                
                
                
                
                
                
                
                
                124,350
                
                
                246,730
 9


**SILVER
        RESERVE CORP.**
 **(FORMERLY
        54836 CORP.)**
 **(AN
        EXPLORATION STAGE MINING COMPANY)**
 Condensed
          Notes to Interim Financial Statements
 For
        the
        six months ended December 31, 2007 and December 31, 2006
 (Amounts
        expressed in US Dollars)
 (Unaudited-Prepared
        by Management)


**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. During the quarter ended December 31, 2007, all holders
      of
      the Company’s convertible debentures exercised their conversion rights. Under
      the terms of the convertible debentures, the holders converted the principal
      amount of their convertible debentures into “units” at $0.50 per unit, where
      each unit consisted of a share of the Company’s common stock (a “Share”) and a
      warrant to purchase a Share at a purchase price of $0.75 per share. An aggregate
      of 7,002,134 Shares and an aggregate of 7,002,134 Share purchase warrants were
      issued upon conversion of the principal amount.





The
      convertible debentures had a maturity of December 31, 2007 and an interest
      rate
      of 2% per annum. Pursuant to the terms of the convertible debentures, the
      Company had the option of paying interest in Shares or in cash. The Company
      elected to pay interest in Shares, which were restricted upon issuance. An
      aggregate of 184,596 Shares were issued upon the conversion of the convertible
      debentures as payment of interest converted at $0.49 per Share.





The
      Shares issued upon conversion of the convertible debentures and the Shares
      underlying the warrants are subject to a lock-up agreement providing that up
      to
      25% of the shares may be re-sold when a Registration Statement on Form SB-2
      became effective on April 24, 2007, 25% may be re-sold six months from the
      date
      of effectiveness, 25% may be re-sold twelve months from the date of
      effectiveness and 25% may be re-sold eighteen months from the date of
      effectiveness. With respect to Shares issued upon exercise of the warrants,
      pursuant to the lock-up agreement 50% of the Shares received on exercise of
      the
      warrants will be free trading with the remaining 50% to become free trading
      six
      months following the exercise of the warrants.




10




**SILVER
      RESERVE CORP.**


**(FORMERLY
      54836 CORP.)**


**(AN
      EXPLORATION STAGE MINING COMPANY)**


Condensed
        Notes to Interim Financial Statements
 For
      the
      six months ended December 31, 2007 and December 31, 2006


(Amounts
      expressed in US Dollars)


(Unaudited-Prepared
      by Management)


**7.**
            **Issuance
                of common shares and warrants**




Quarter
      ended September 30, 2007




Effective
      as of September 1, 2007, the Company entered into an agreement with Brehnam
      Trading Corp. (“Brehnam”) for a term of 24 months to provide consulting services
      on financial matters, business growth and development, and general business
      matters. The Company will pay Brehnam 1,500,000 restricted 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. The said 1,500,000 Shares were tendered
      in
      one certificate upon execution of the agreement. The consultant must return
      any
      unearned Shares if the agreement is terminated early.





Effective
      as of September 1, 2007, the Company entered into an agreement with Costa View
      Inc. (“Costa”) for a term of 24 months to provide consulting services on
      financial public relations, business promotion, business growth and development,
      including mergers and acquisitions, and general business matters. The Company
      will pay Costa 1,500,000 restricted 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. The said 1,500,000 Shares were tendered in one certificate upon execution
      of the agreement. The consultant must return any unearned Shares if the
      agreement is terminated early.




Quarter
      ended December 31, 2007




During
      the quarter ended December 31, 2007, all holders of the Company’s convertible
      debentures exercised their conversion rights. Under the terms of the convertible
      debentures, the holders converted the principal amount of their convertible
      debentures into “units” at $0.50 per unit, where each unit consisted of a Share
      and a warrant to purchase a Share at a purchase price of $0.75 per Share. An
      aggregate of 7,002,134 Shares and an aggregate of 7,002,134 share purchase
      warrants were issued upon conversion of the principal amount. The convertible
      debentures had a maturity of December 31, 2007 and an interest rate of 2% per
      annum. Pursuant to the terms of the convertible debentures, the Company had
      the
      option of paying interest in Shares or in cash. The Company elected to pay
      interest in Shares, which were restricted upon issuance. An aggregate of 184,596
      shares were issued upon the conversion of the convertible debentures as payment
      of interest converted at $0.49 per Share.




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 a 7% commission in the amount
      of
      $266,000 due on the placement of common shares and Convertible Debentures
      totaling $3,800,000.




11


**SILVER
        RESERVE CORP.**
 **(FORMERLY
        54836 CORP.)**
 **(AN
        EXPLORATION STAGE MINING COMPANY)**
 Condensed
          Notes to Interim Financial Statements
 For
        the
        six months ended December 31, 2007 and December 31, 2006
 (Amounts
        expressed in US Dollars)
 (Unaudited-Prepared
        by Management)




**7.**
              **Issuance
                  of common shares and warrants-cont’d**




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% right, 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. Mojave Silver Company,
      Inc. subsequently assigned it right to receive the 3,540,600 shares of the
      Company’s stock to its own shareholders.




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% right, 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. Anglo Gold Mining Inc. subsequently assigned
      its
      right to receive the 1,850,000 shares of the Company’s common stock to its own
      shareholders.




On
      August
      31, 2006 the Company issued 88,500 common shares to Nevada Refinery Inc., a
      Nevada Corporation, for purchase of its 100% right, 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% right, 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 quarter 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
              
              Exercise
                  PriceJuly
                  6, 2006
              
              $
              175,000July
                  26, 2006
              
              $
              67,128August
                  2, 2006
              
              $
              107,979$
              350,107




The
      exercise price of $350,107 is for 700,214 warrants. The expiry dates of the
      above listed broker warrants were further extended to December 31, 2008 from
      December 31, 2007 by resolution of the Board of Directors on November 21, 2007.




12


**SILVER
        RESERVE CORP.**
 **(FORMERLY
        54836 CORP.)**
 **(AN
        EXPLORATION STAGE MINING COMPANY)**
 Condensed
          Notes to Interim Financial Statements
 For
        the
        six months ended December 31, 2007 and December 31, 2006
 (Amounts
        expressed in US Dollars)
 (Unaudited-Prepared
        by Management)


**8.**
            **Stock
                Based Compensation**




In
      April
      2006, the Board of Directors approved an employee stock option plan (the "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 the
      2006 Stock Option Plan is 5,000,000.





The
      Company has adopted SFAS123 (Revised) commencing as of July 1, 2006. 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
      the
      six month period ended December 31, 2007, the Company 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:




13




**SILVER
      RESERVE CORP.**


**(FORMERLY
      54836 CORP.)**


**(AN
      EXPLORATION STAGE MINING COMPANY)**


Condensed
      Notes to Interim Financial Statements


For
      the
      six months ended December 31, 2007 and December 31, 2006


(Amounts
      expressed in US Dollars)


(Unaudited-Prepared
      by Management)




**8.**
            **Stock
                Based Compensation-cont’d**




10-April
              
              17-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
              
              $
              0.07Total
                  number of options forfeited
              
              
              
              
              
              
              
              
              10,000Stock-based
                  compensation cost expensedduring
                  the six month period endedDecember
                  31, 2007
              
              $
              66,355
              
              $
              1,784
              
              
              -
              
              $
              68,139Unexpended
                  Stock -based compensationcost
                  deferred over the vesting period
              
              $
              36,092
              
              $
              1,053
              
              
              -
              
              $
              37,145





As
      of
      December 31, 2007 there was $37,145 of unrecognized expenses related to
      non-vested stock-based compensation arrangements granted. The stock-based
      compensation expense for the six month period ended December 31, 2007 was
      $68,139.




**9.**
            **Deferred
                stock compensation**





The
      Company issued 1,500,000 restricted common shares each to two consultants,
      for a
      total of 3,000,000 common shares valued at $2,250,000. The Company expensed
      proportionate consulting expenses of $375,000 and the balance of $1,875,000
      is
      reflected as a deferred stock compensation expense under shareholders’ equity in
      the balance sheet.





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




On
      August
      21, 2006, the Company entered into an Option Agreement to acquire mineral claims
      in the state of Nevada. The Option Agreement was amended on the following dates
      March 30, 2007 and August 20, 2007 and now provides as follows: the Company
      paid
      $20,000 on signing and agreed, among other things, to complete a $500,000
      exploration program to earn a 40% interest in the mineral claims. If the Company
      elects to proceed, to earn 100%, it must spend an additional $500,000 on further
      exploration on the claims. The property is subject to a 2.1% Net Smelter Return
      royalty payment with advance royalty payments of $10,000 per annum up to a
      maximum of $100,000 or until a feasibility study is completed recommending
      the
      property be put into production, which ever occurs first.




14


**SILVER
        RESERVE CORP.**
 **(FORMERLY
        54836 CORP.)**
 **(AN
        EXPLORATION STAGE MINING COMPANY)**
 Condensed
        Notes to Interim Financial Statements
 For
        the
        six months ended December 31, 2007 and December 31, 2006
 (Amounts
        expressed in US Dollars)
 (Unaudited-Prepared
        by Management)


Effective
      as of September 1, 2007, the Company entered into an agreement with Brehnam
      Trading Corp. (“Brehnam”) for a term of 24 months to provide consulting services
      on financial matters, business growth and development, and general business
      matters. The Company will pay Brehnam 1,500,000 restricted 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. The said 1,500,000 Shares were tendered
      in
      one certificate upon execution of the agreement. The consultant must return
      any
      unearned Shares if the agreement is terminated early.





Effective
      as of September 1, 2007, the Company entered into an agreement with Costa View
      Inc. (“Costa”) for a term of 24 months to provide consulting services on
      financial public relations, business promotion, business growth and development,
      including mergers and acquisitions, and general business matters. The Company
      will pay Costa 1,500,000 restricted 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. The said 1,500,000 Shares were tendered in one certificate upon execution
      of the agreement. The consultant must return any unearned Shares if the
      agreement is terminated early.





On
      September 14, 2007 the Company accepted a proposal from Lumos & Associates
      to complete the regulatory permitting process for the Company’s Mill in Mina,
      Nevada. The total consideration to be paid under the contract is $351,300.
      The
      permitting process will be carried out in twelve stages over the next three
      years. The Company is required to authorize in writing each stage of the work
      before the work proceeds.





On
      November 13, 2007, the Company entered into a Drilling Agreement with Drift
      Exploration Drilling, Inc. to perform drilling on the Nivloc Project. On
      November 15, 2007 the Company advanced a deposit of $15,000 towards to work
      to
      be completed. The program was completed on February 3, 2008. Five holes were
      drilled for a total footage of 2700 feet. Final billing has not been received
      as
      of the date of this report.




**11.**
            **Related
                Party Transactions**




The
      Company has entered into a one year renewable contract with Medallion Capital
      Corp. for consulting and corporate administrative services commencing as of
      May
      1, 2006, at a rate of $7,500 per month. This agreement continues as of the
      date
      of this report. Medallion Capital Corp. is owned and controlled by the Company’s
      Corporate Secretary. During
      the six-month period ended December 31, 2007, the Company paid $45,000 to
      Medallion Capital Corp. Commencing February 2008, the Company increased the
      monthly fee from $7,500 per month to $12,500 per month (refer to subsequent
      events note 12)




15


**SILVER
        RESERVE CORP.**
 **(FORMERLY
        54836 CORP.)**
 **(AN
        EXPLORATION STAGE MINING COMPANY)**
 Condensed
        Notes to Interim Financial Statements
 For
        the
        six months ended December 31, 2007 and December 31, 2006
 (Amounts
        expressed in US Dollars)
 (Unaudited-Prepared
        by Management)
 **12.**
                **Subsequent
                    Events**





1.
            On
                January 14, 2008, the Company entered into a Letter Agreement with
                Frank
                and Kelly Jo Eagan (the “Eagans”) of Goldfield, Nevada, to purchase two
                (2) unpatented mining claims in the Red Mountain Mining District,
                situated
                in Esmeralda County, Nevada for purchase price of $23,000. The Eagans
                retained access to the property for two years, to enable them to
                remove
                any personal property. These two claims are known as Tattoo Me and
                Tattoo
                U and are located inside the boundary of the Silver Queen claim group.
                These claims includes the former producing Mohawk Mine.As
                of the date of this Report, the Company does not consider these claims
                material.





2.
            On
                January 24, 2008, the Board of Directors granted Anne Macko 50,000
                stock
                options at an exercise price of $0.60 per share (the “Macko Options”), in
                accordance with the terms of the Company’s 2006 Stock Option Plan. The
                Macko Options shall vest at a rate of 1/12 of the total options per
                month
                until fully vested and have a term of five
                years.





3.
            On
                January 28, 2008 the Board of Directors approved the increase in
                the
                monthly fee payable to Medallion Capital Corporation from $7,500
                per month
                to $12,500 per month commencing February
                2008.





4.
            Effective
                as of February 4, 2008, the Company appointed Roger M. Hall to fill
                a
                vacancy on the Company’s Board of Directors. Also effective as of February
                4, 2008, Mr. Hall was appointed as the Company’s Chief Operating
                Officer.




16




**MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF**


**FINANCIAL
      CONDITION AND RESULTS OF OPERATION**




**FOR
      THE SIX MONTH AND THREE MONTH PERIOD ENDED DECEMBER 31,
      2007**





PLAN
      OF
      OPERATIONS





We
      will
      require additional capital to continue the ongoing exploration of our claim
      groups. A brief overview of our exploration efforts is presented below. We
      intend to raise capital primarily through private placements of our securities
      or through loans or some combination of the foregoing.





**Discussion
      of Operations & Financial Condition**


**Six
      Month and Three Month Period ended December 31, 2007**





Silver
      Reserve Corp. 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 December 31, 2007, we had
      accumulated losses of $4,486,474. Our ability to emerge from the exploration
      stage and conduct mining operations, if possible, is dependent upon our raising
      additional equity financing and the outcome of our exploration
      activities.





As
      described in greater detail below, the Company’s major endeavor over the
      six-month period ended December 31, 2007 has been our effort to pursue
      exploration activities on our twelve claim groups that we own in Nevada and
      to
      meet our obligations relating to the grant of options to acquire interests
      in
      the mineral claims (also in Nevada) available from Sage Associates Inc. A brief
      summary of our exploration efforts is as follows.





The
      twelve claims groups in which the Company controls a 100% interest originally
      contained 402 claims. Based on surface exploration work that we carried out,
      additional claims have been staked bringing the total number of claims held
      in
      the twelve claims group to 622. The total number of claims held in the Como
      Project under Option from Sage Associates, Inc. is 224. Currently,
      the Company has a total of 848 claims under exploration.





With
      respect to the Blue Dick Claim Group located near Lida, Nevada in the South
      East
      part of the Palmetto District, we are evaluating the results of 165 grid
      samples.  Mapping at a scale of 1”=500’ has indicated gold, silver and
      copper mineralization anomalies located along a 4,000’ thrust fault contact and
      in shaley units on the Palmetto Formation. A “Notice of Intent” drilling plan is
      being developed.  This drilling plan is intended to comply with the
      requirements of the United States Bureau of Land Management (the “BLM”). 
We will be required to provide a bond to secure any reclamation work required
      by
      the BLM in connection with the drilling.  The amount of the bond has not
      been determined as of the date of this report.  We expect to submit the
      plan to the BLM in February of 2008 for its
      review and approval.





With
      respect to the  Kope
      Scheelite Claim Group located near Mina, Nevada, the Property was geologically
      mapped at a scale of 1”=500’ in December of 2007 and indicates numerous NW/SE
      bearing mineral structures across the property with strongly anomalous gold,
      silver and copper values.




With
      respect to the Klondyke Claims Group located in Esmeralda County, Nevada, we
      have 807 soil and rock grid samples from six grid areas under
      evaluation.  Due
      to
      weather constraints only one grid was mapped in December of 2007 which indicates
      a buried target on the southwest portion of Grid #2.  Strong silver
      anomalies were noted on Grid area #5 in the central portion of the group in
      dark
      gray argillites (a compact rock derived from mudstone or shale) and further
      infill sampling will be done in February of 2008.   A Notice of Intent
      drill plan is being developed and we expect to submit the plan to the BLM in
      February of 2008 for its review and approval.  We will be
      required to provide a bond to secure any reclamation work required by the BLM
      in
      connection with the drilling.  The amount of the bond has not been
      determined as of the date of this report.


17




With
      respect to the Nivloc Claims Group located in Esmeralda County, Nevada, we
      have
      filed three additional claims to cover the trace of a vein discovered on the
      property.  A Notice of Intent drill plan has been approved by the BLM and
      we are
      currently drilling 5 reverse circulation drill holes. Hole number 3 encountered
      over 100 feet of vein alteration but was abandoned due to poor ground
      conditions.  Hole number 4 has encountered over 300 feet of vein alteration
      and solidification in strongly altered volcanic; this is a separate vein
      structure from that noted on hole number 3.  Hole number 5 encountered 35
      feet of vein material which was strongly altered and broken. The
      program was completed with a total footage of 2700 feet.





With
      respect to the Pansy Lee Claims Group located in Humbolt County, Nevada, a
      Notice of Intent drill plan for three drill sites has been approved by the
      BLM
      and we are awaiting a drill rig.





With
      respect to the Quailey Mine Claim Group located in Mineral County, Nevada,
      we
      have commissioned a geological report.  We expect recommendations for
      further work on these claims from our geologist in
      February of 2008.





With
      respect to the Santa Fe Claims Group located in Mineral County,
      Nevada ,
      the
      property was geologically mapped at a scale of 1”=500’ in October 2007 and we
      have received a report.  Gold and silver mineralization is indicated within
      the Lunning Formation and along an intrusive contact.  Further geochemical
      work will be done to follow up the mineralized areas when weather and manpower
      availability permits.





With
      respect to the Silver Queen Claims Group located in Esmeralda County, Nevada,
      geological mapping has enabled us to locate mineralized structural trends over
      a
      large area of alteration. The
      Company has staked an additional 60 claims to cover structural and altered
      zones
      and covering the Sanger Mine site. The Company completed the purchase on January
      15, 2008 of two mineral claims located inside the boundary of the claim
      group which includes the former producing Mohawk Mine.





With
      respect to the Como Claims Group, in Lyon County Nevada, which the Company
      currently has under option with Sage Associates ,
      we have
      successfully completed an 11-hole drilling program and results will be announced
      as available.  Anomalous
      gold values were noted in altered andesites (a dark colored, fine-grained
      extrusive rock) on 10 of the 11 holes. . The results of the first round of
      drilling would suggest a zone of gold mineralization apparently over 4 miles
      in
      length and several hundred feet wide. Reconnaissance surface sampling in October
      of 2007 located 2 rock chip samples carrying significant gold values.  As
      of the date of this report, we have not been able to follow-up these sample
      areas due to weather constraints on the property.




18





**SELECTED
      INFORMATION**


Three
                  months ended
              
              Three
                  months endedDecember
                  31, 2007
              
              December
                  31, 2006Revenues
              
              $
              Nil
              
              $
              NilNet
                  Loss
              
              $
              960,909
              
              $
              368,488Loss
                  per share-basic and diluted
              
              $
              (0.02
              )
              $
              (0.01
              )




Six
                  months ended
              
              Six
                  months endedDecember
                  31, 2007
              
              December
                  31, 2006Revenues
              
              $
              Nil
              
              $
              NilNet
                  Loss
              
              $
              1,546,671
              
              $
              2,103,387Loss
                  per share-basic and diluted
              
              $
              (0.04
              )
              $
              (0.07
              )




As
                  at
              
              As
                  atDecember
                  31, 2007
              
              December
                  31, 2006Total
                  Assets
              
              $
              4,294,885
              
              $
              6,001,134Total
                  Liabilities
              
              $
              147,312
              
              $
              3,629,538Cash
                  dividends declared per share
              
              $
              Nil
              
              $
              Nil




The
      total
      assets for the year ended June 30, 2007 includes cash and cash equivalents
      for
      $2,639,256, short-term investments for $1,124,059, prepaid expenses for $29,425,
      capital assets for $1,554,224 and unamortized debt issuance cost for $82,555.
      For the six-month period ended December 31, 2007, total assets include cash
      and
      cash equivalents for $2,788,613, prepaid expenses and other receivables for
      $71,443, capital assets for $ 1,434,829 and unamortized debt issuance cost
      for $
      Nil.




During
      the three month period ended December 31, 2007, all of the holders of our
      convertible debentures converted the principal amount of their convertible
      debentures into “units” at $0.50 per unit, where each unit consisted of a share
      of the Company’s common stock (a “Share”) and a warrant to purchase a Share at a
      purchase price of $0.75 per share. An aggregate of 7,002,134 Shares and an
      aggregate of 7,002,134 Share purchase warrants were issued upon conversion
      of
      the principal amount. The convertible debentures had a maturity date of December
      31, 2007 and an interest rate of 2% per annum. Pursuant to the terms of the
      convertible debentures, the Company had the option of paying interest in shares
      or in cash. The Company elected to pay interest in shares, which were restricted
      upon issuance. An aggregate of 184,596 shares were issued upon the conversion
      of
      the convertible debentures as payment of interest converted at $0.49 per
      share.





**Revenues**





No
      revenue was generated by the Company’s operations during the six month and
      three-month periods ended December 31, 2007 and December 31, 2006.




19





**Net
      Loss**





The
      Company has been in the exploration stage and has not yet realized any revenues
      from its planned operations. It is primarily engaged in the acquisition and
      exploration of mining properties. Mineral property exploration costs are
      expensed as incurred. Mineral property acquisition costs are initially
      capitalized when incurred using the guidance in EITF 04-02, “Whether Mineral
      Rights Are Tangible or Intangible Assets”. The Company assesses the carrying
      costs for impairment under SFAS 144, “Accounting for Impairment or Disposal of
      Long Lived Assets” at each fiscal quarter end. The Emerging Issues Task Force
      issued EITF 04-3, Mining Assets: Impairment and Business Combinations requires
      mining companies to consider cash flows related to the economic value of mining
      assets (including mineral properties and rights) beyond those assets’ proven and
      probable reserves, as well as anticipated market price fluctuations, when
      testing the mining assets for impairment in accordance with SFAS 144. The
      Company is in its early stages of exploration and unable to allocate any
      economic values beyond proven and probable reserves. In the absence of proven
      and probable reserves, acquisition costs to date are considered to be impaired
      and accordingly, have been written off to project expenses. When it has been
      determined that a mineral property can be economically developed as a result
      of
      establishing proven and probable reserves, the costs then incurred to develop
      such property will be capitalized. Such costs will be amortized using the
      units-of-production method over the estimated life of the probable reserve.
      If
      mineral properties are subsequently abandoned or impaired, any capitalized
      costs
      will be charged to operations.





The
      Company’s expenses are reflected in the Statements of Operation under the
      category of Operating Expenses. 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 three-month period ended December 31, 2007 is
      general and administrative expense of $463,153, as compared with $140,416 for
      the three-month period ended December 31, 2006. During the six-month period
      ended December 31, 2007, the general and administrative expense was $716,694,
      as
      compared to $265,231 for the six month period ended December 31, 2006. General
      and administrative expense represents approximately 45% of the total operating
      expense for the six-month period ended December 31, 2007 and approximately
      12%
      of the total operating expense for the six-month period ended December 31,
      2006.
      General and administrative expense represents professional, consulting, office
      and general and other miscellaneous costs incurred during the six month and
      three month periods ended December 31, 2007 and December 31, 2006. The Company
      additionally expensed non-cash expense of $68,139 as stock based compensation
      (prior period $nil) and $375,000 being consulting expense relating to issue
      of
      stock to consultants (prior period $nil) during the six month period ended
      December 31, 2007.


(b)
              Project
                  Expense


Included
      in operating expenses for the three-month period ended December 31, 2007 is
      project expense of $464,058 as compared with $187,377 for the three-month period
      ended December 31, 2006. During the six month period ended December 31, 2007,
      the project expense was $756,009 as compared to $1,816,600 during the six month
      period ended December 31, 2006. Project expense is the most significant expense
      and it represents approximately 47% of the total operating expense for the
      six-month period ended December 31, 2007 and approximately 83% of the total
      operating expense for the six-month period ended December 31, 2006. The high
      project expense for six month period ended December 31, 2006 is explained 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% right, 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. Mojave Silver Company,
      Inc. subsequently assigned its right to receive the 3,540,600 shares of the
      Company’s stock to its own shareholders.




20




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% right, 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. Anglo Gold Mining Inc. subsequently assigned
      its
      right to receive the 1,850,000 shares of the Company’s common stock to its own
      shareholders.




**Liquidity
      and Capital Resources**





The
      following table summarizes the Company’s cash flow and cash in hand for the
      six-month period:


December
                  31, 2007
              
              December
                  31, 2006Cash
                  and cash equivalent
              
              $
              2,788,613
              
              $
              2,607,124Working
                  capital
              
              $
              2,712,744
              
              $
              4,043,268Cash
                  used in operating activities
              
              $
              (969,747
              )
              $
              (550,153
              )Cash
                  provided (used) in investing activities
              
              $
              1,119,104
              
              $
              (375,601
              )Cash
                  provided by financing activities
              
              $
              Nil
              
              $
              2,982,103





Conversion
      of Debentures





As
      of
      December 31, 2007, all of the holders of the Company’s convertible debentures
      exercised their conversion rights. Under the terms of the convertible
      debentures, the holders converted the principal amount of their convertible
      debentures into “units” where each unit consisted of a share of the Company’s
      common stock (a “Share”) and a warrant to purchase a Share at a purchase price
      of $0.75 per Share. An aggregate of 7,002,134 Shares and an aggregate of
      7,002,134 Share purchase warrants were issued upon conversion of the principal
      amount. The re-sale of said 14,004,268 Shares may be effected pursuant to a
      prospectus dated May 1, 2007. The convertible debentures had a maturity date
      of
      December 31, 2007 and an interest rate of 2% per annum. Pursuant to the terms
      of
      the convertible debentures, the Company had the option of paying interest in
      Shares or in cash. The Company elected to pay interest in Shares, which were
      restricted upon issuance. An aggregate of 184,596 Shares were issued upon the
      conversion of the convertible debentures as payment of interest.





The
      Shares issued upon conversion of the convertible debentures and the Shares
      underlying the Warrants are subject to a lock-up agreement providing that up
      to
      25% of the Shares may be re-sold when a Registration Statement on Form SB-2
      became effective on April 24, 2007, 25% may be re-sold six months from the
      date
      of effectiveness, 25% may be re-sold twelve months from the date of
      effectiveness and 25% may be re-sold eighteen months from the date of
      effectiveness. With respect to Shares issued upon exercise of the Warrants,
      pursuant to the lock-up agreement 50% of the Shares received on exercise of
      the
      Warrants will be free trading with the remaining 50% to become free trading
      six
      months following the exercise of the Warrants.




21




**Subsequent
      Events**





On
      January 14, 2008, the Company entered into a Letter Agreement with Frank and
      Kelly Jo Eagan (the “Eagans”) of Goldfield, Nevada, to purchase two (2)
      unpatented mining claims in the Red Mountain Mining District, situated in
      Esmeralda County, Nevada for purchase price of $23,000. The Eagans retained
      access to the property for two years, to enable them to remove any personal
      property. These two claims are known as Tattoo Me and Tattoo U and are located
      inside the boundary of the Silver Queen claim group. These claims include the
      former producing Mohawk Mine. As
      of the
      date of this Report, the Company does not consider these claims
      material.





On
      January 24, 2008, the Board of Directors granted Anne Macko 50,000 stock options
      at an exercise price of $0.60 per share (the “Macko Options”), in accordance
      with the terms of the Company’ 2006 Stock Option Plan. The Macko Options shall
      vest at a rate of 1/12 of the total options per month until fully vested and
      have a term of five years.





On
      January 28, 2008 the Board of Directors approved the increase in the monthly
      fee
      payable to Medallion Capital Corporation from $7,500 per month to $12,500 per
      month commencing February 2008.





Effective
      as of February 4, 2008, the Company appointed Roger M. Hall to fill a vacancy
      on
      the Company’s Board of Directors. Also effective as of February 4, 2008, Mr.
      Hall was appointed as the Company’s Chief Operating Officer.





**Off-Balance
      Sheet Arrangement**





The
      Company had no off- balance sheet arrangement as of December 31, 2007 and
      December 31, 2006.





**Contractual
      Obligations and Commercial Commitments**




The
      Company has entered into a one year renewable contract with Medallion Capital
      Corp. for consulting and corporate administrative services commencing as of
      May
      1, 2006, at a rate of $7,500 per month. This agreement continues as of the
      date
      of this report. Medallion Capital Corp. is owned and controlled by the Company’s
      Corporate Secretary. During
      the six-month period ended December 31, 2007, the Company paid $45,000 to
      Medallion Capital Corp. Commencing as of February 1, 2008, the Company increased
      the monthly fee from $7,500 per month to $12,500 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”). 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. To date, the Company has spent over $410,000
      on
      this 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.


22




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 obtained Directors’ and Officers’ Insurance in the amount
      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.





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. An advance of $123,610
      was made on this contract on October 4, 2007. The contract was completed on
      November 2, 2007 at a total cost of $176,705.




23





Effective
      as of September 1, 2007, the Company entered into an agreement with Brehnam
      Trading Corp. (“Brehnam”) for a term of 24 months to provide consulting services
      on financial matters, business growth and development and general business
      matters. The Company will pay Brehnam 1,500,000 restricted 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. The said 1,500,000 Shares were tendered
      in
      one certificate upon execution of the agreement. The consultant must return
      any
      unearned Shares if the agreement is terminated early.





Effective
      as of September 1, 2007, the Company entered into an agreement with Costa View
      Inc. (“Costa”) for a term of 24 months to provide consulting services on
      financial public relations, business promotion, business growth and development,
      including mergers and acquisitions, and general business matters. The Company
      will pay Costa 1,500,000 restricted 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. The said 1,500,000 Shares were tendered in one certificate upon execution
      of the agreement. The consultant must return any unearned Shares if the
      agreement is terminated early.





On
      September 14, 2007 the Company accepted a proposal from Lumos & Associates
      to complete the regulatory permitting process for the Company’s Mill in Mina,
      Nevada. The total consideration to be paid under the contract is $351,300.
      The
      permitting process will be carried out in twelve stages over the next three
      years. The Company is required to authorize in writing each stage of the work
      before the work proceeds.





On
      November 13, 2007, the Company entered into a Drilling Agreement with Drift
      Exploration Drilling, Inc. to perform drilling on the Nivloc Project. On
      November 15, 2007 the Company advanced a deposit of $15,000 towards to work
      to
      be completed. The program was completed on February 3, 2008. Five holes were
      drilled for a total footage of 2700 feet. Final billing has not been received
      as
      of the date of this report





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 employees. We anticipate that we will require
      substantial additional 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 obtain the additional financing 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.





**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.
      To
      the extent actual results differ from those estimates, our future results of
      operations may be affected. Beside this critical accounting policy on use of
      estimates, we believe the following critical accounting policy affects the
      preparation of our consolidated financial statements.




24





**Acquisition,
      Exploration and Evaluation Expenditures**




The
      Company has been in the exploration stage and has not yet realized any revenues
      from its planned operations. It is primarily engaged in the acquisition and
      exploration of mining properties. Mineral property exploration costs are
      expensed as incurred. Mineral property acquisition costs are initially
      capitalized when incurred using the guidance in EITF 04-02, “ *Whether
      Mineral Rights Are Tangible or Intangible Assets* ”.
      The
      Company assesses the carrying costs for impairment under SFAS 144, “ *Accounting
      for Impairment or Disposal of Long Lived Assets* ”
at
      each
      fiscal quarter end. The Emerging Issues Task Force issued EITF 04-3, *Mining
      Assets: Impairment and Business Combinations* requires
      mining companies to consider cash flows related to the economic value of mining
      assets (including mineral properties and rights) beyond those assets’ proven and
      probable reserves, as well as anticipated market price fluctuations, when
      testing the mining assets for impairment in accordance with SFAS 144. The
      Company is in its early stages of exploration and unable to allocate any
      economic values beyond proven and probable reserves. In the absence of proven
      and probable reserves, acquisition costs to date are considered to be impaired
      and accordingly, have been written off to project expenses. When it has been
      determined that a mineral property can be economically developed as a result
      of
      establishing proven and probable reserves, the costs then incurred to develop
      such property will be capitalized. Such costs will be amortized using the
      units-of-production method over the estimated life of the probable reserve.
      If
      mineral properties are subsequently abandoned or impaired, any capitalized
      costs
      will be charged to operations.




**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 December 31, 2007. Based on such evaluation, the principal
                executive officer and principal financial officer of the Company,
                respectively, have concluded that 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) since they were instituted that
                have
                materially affected, or are reasonably likely to materially affect,
                the
                Company's internal control over financial
                reporting.





(c)
            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.





25





**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, limited working capital and no commitments
      to obtain additional financing. The Company will require additional working
      capital to carry out its 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 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 properties, establish a mining operation,
                and
                operate this mine 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 properties. Failure
      to raise the necessary capital to continue exploration could cause the Company
      to go out of business.




2.
            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.





3.
            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 properties.







4.
            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.




26


**PART
      II: OTHER INFORMATION**




**ITEM
      1:**  **LEGAL
      PROCEEDINGS:**





The
      Company is not a party to any pending legal proceeding or litigation and none
      of
      the Company’s property is the subject of a pending legal
      proceeding.




**ITEM
      2:**  **UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF PROCEEDS:**




Conversion
      of Debentures





As
      of
      December 31, 2007, all of the holders of the Company’s convertible debentures
      exercised their conversion rights. Under the terms of the convertible
      debentures, the holders converted the principal amount of their convertible
      debentures into “units” where each unit consisted of a share of the Company’s
      common stock (a “Share”) and a warrant to purchase a Share at a purchase price
      of $0.75 per Share. An aggregate of 7,002,134 Shares and an aggregate of
      7,002,134 Share purchase warrants were issued upon conversion of the principal
      amount. The re-sale of said 14,004,268 Shares may be effected pursuant to a
      prospectus dated May 1, 2007. The convertible debentures had a maturity date
      of
      December 31, 2007 and an interest rate of 2% per annum. Pursuant to the terms
      of
      the convertible debentures, the Company had the option of paying interest in
      Shares or in cash. The Company elected to pay interest in Shares, which were
      restricted upon issuance. An aggregate of 184,596 Shares were issued upon the
      conversion of the convertible debentures as payment of interest.





The
      Shares issued upon conversion of the convertible debentures and the Shares
      underlying the Warrants are subject to a lock-up agreement providing that up
      to
      25% of the Shares may be re-sold when a Registration Statement on Form SB-2
      became effective on April 24, 2007, 25% may be re-sold six months from the
      date
      of effectiveness, 25% may be re-sold twelve months from the date of
      effectiveness and 25% may be re-sold eighteen months from the date of
      effectiveness. With respect to Shares issued upon exercise of the Warrants,
      pursuant to the lock-up agreement 50% of the Shares received on exercise of
      the
      Warrants will be free trading with the remaining 50% to become free trading
      six
      months following the exercise of the Warrants.





**ITEM
      3:**  **DEFAULTS
      UPON SENIOR SECURITIES:**





None.





**ITEM
      4:**  **SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS:**





None.





**ITEM
      5:**  **OTHER
      INFORMATION:**




**ITEM
      6:**  **EXHIBITS**




Exhibits





(a)
            31.1
                Certification of Chief Executive Officerpursuant
                to Section 302 of theSarbanes-Oxley
                Act of 2002 .




31.2
      Certification of Chief Financial Officer  pursuant
      to Section
      302 of the Sarbanes-Oxley Act of 2002




32.1
      Certificate of Chief Executive Officer and Chief Financial Officer pursuant
      Section 906 of the Sarbanes-Oxley Act of 2002.





(b)
            In
                addition, the following reports are incorporated by
                reference:





Current
      Report on Form 8-K, “Item 5.02 - Appointment of Certain Officers,” dated
      February 4, 2008




27




**SIGNATURE**





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


Dated:
              February 13, 2008
            
            /s/
              Stafford
              KelleyStafford
                Kelley, Secretary





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