**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**


**FORM
      10-Q**


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


**SECURITIES
      EXCHANGE ACT OF 1934**





**For
      the quarterly period ended September 30, 2008**





**Commission
      file number 000-52641**





**SILVER
      RESERVE CORP.**


(Exact
      name of registrant as specified in its charter)





Delaware
            
            98-0492752(State
                of incorporation)
            
            (I.R.S.
                Employer Identification No.)





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


(Address
      of principal executive offices including zip code)





(905) 845-1073


(Registrant’s
      telephone number including area code)





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





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer, or a smaller reporting company.
      See
      the definitions of “large accelerated filer,” “accelerated filer” and “smaller
      reporting company” in Rule 12b-2 of the Exchange Act. (Check one):





Large accelerated filer o
            
            Accelerated filer o
            
            Non-accelerated filer   o
              (Do
                not check if a smaller reporting company)
            
            Smaller reporting company þ





Indicate
      by check mark whether the registrant is a shell company (as defined in
      Rule 12b-2 of the Exchange Act). Yes o No þ





The
      number of shares of registrant’s common stock outstanding as of September 30,
      2008 was 50,900,569.







**SILVER
      RESERVE CORP.**


**(AN
      EXPLORATION STAGE MINING COMPANY)**




INTERIM
      FINANCIAL STATEMENTS




SEPTEMBER
      30, 2008




(Amounts
      expressed in US Dollars)




(Unaudited-Prepared
      by Management)





**CONTENTS**





Interim
                Balance Sheets as of September 30, 2008 and June 30, 2008
            
            3Interim
                Statements of Operations for the three months ended September 30,
                2008 and
                September 30, 2007, and for the period from inception to September
                30,
                2008.
            
            4Interim
                Statements of Changes in Stockholders' Equity for the three months
                ended
                September 30, 2008 and for the period from inception to September
                30,
                2008.
            
            5Interim
                Statements of Cash Flows for the three months ended September 30,
                2008 and
                September 30, 2007, and for the period from inception to September
                30,
                2008
            
            6Condensed
                Notes to Interim Financial Statements
            
            7
                -
                19




-
          2
          -




**SILVER
      RESERVE CORP.**


**(AN
      EXPLORATION STAGE MINING COMPANY)**


Interim
      Balance Sheets as at


September
      30, 2008 and June 30, 2008


(Amounts
      expressed in US Dollars)


(Unaudited-Prepared
      by Management)





Sept
                30,
            
            June
                30,2008
            
            2008$
            
            $**ASSETS****Current**Cash
                and cash equivalents
            
            
            3,893,544
            
            
            1,553,855Prepaid
                expenses and other receivables (note 9)
            
            
            202,648
            
            
            155,546**Total
                Current Assets**
            
            
            4,096,192
            
            
            1,709,401**Plant
                and Equipment, net**(note 5)
            
            
            1,289,689
            
            
            1,340,836**Total
                Assets**
            
            
            5,385,881
            
            
            3,050,237**LIABILITIES****Current**Accounts
                payable
            
            
            258,489
            
            
            157,516Accrued
                liabilities
            
            
            88,921
            
            
            192,886**Total
                Liabilities**
            
            
            347,410
            
            
            350,402**Commitments
                and Contingencies** (note 9)**STOCKHOLDERS'
                EQUITY**Capital
                Stock (note 6)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, 50,900,569
                issued
                and outstanding
            
            
            5,090
            
            
            4,379**Additional
                Paid-in Capital**
            
            
            14,202,714
            
            
            10,738,801**Deferred
                Stock Compensation**
            
            
            (1,031,250
            )
            
            (1,312,500
            )**Deficit
                Accumulated During the Exploration Stage**
            
            
            (8,138,083
            )
            
            (6,730,845
            )**Total
                Stockholders' Equity**
            
            
            5,038,471
            
            
            2,699,835**Total
                Liabilities and Stockholders' Equity**
            
            
            5,385,881
            
            
            3,050,237





See
      Condensed notes to the Interim Financial Statements





-
          3
          -




**SILVER
      RESERVE CORP.**


**(AN
      EXPLORATION STAGE MINING COMPANY)**


Interim
      Statements of Operations


For
      the
      three months ended Sept 30, 2008 and Sept 30, 2007 and the Period from Inception
      (June 3, 1999) to Sept 30, 2008


(Amounts
      expressed in US Dollars)


(Unaudited-Prepared
      by Management)





For
                the
            
            For
                thethree
                month
            
            three
                monthCumulative
            
            period
                ended
            
            period
                endedsince
            
            Sept
                30,
            
            Sept
                30,inception
            
            2008
            
            2007$
            
            $
            
            $**Revenues**
            
            
            -
            
            
            -
            
            
            -**Operating
                Expenses**General
                and administration
            
            
            3,210,355
            
            
            734,360
            
            
            253,541Project
                expenses
            
            
            4,603,923
            
            
            631,672
            
            
            291,951Amortization
            
            
            550,194
            
            
            53,005
            
            
            62,113**Total
                Operating Expenses**
            
            
            8,364,472
            
            
            1,419,037
            
            
            607,605**Loss
                from Operations**
            
            
            (8,364,472
            )
            
            (1,419,037
            )
            
            (607,605
            )Other
                income-interest
            
            
            316,842
            
            
            11,799
            
            
            39,492Interest
                Expense
            
            
            (90,453
            )
            
            -
            
            
            (17,649
            )**Loss
                before Income Taxes**
            
            
            (8,138,083
            )
            
            (1,407,238
            )
            
            (585,762
            )Provision
                for income taxes
            
            
            **-**
            
            
            **-**
            
            
            **-****Net
                Loss**
            
            
            (8,138,083
            )
            
            (1,407,238
            )
            
            (585,762
            )**Loss
                per Weighted Average Number of Shares Outstanding-Basic and Fully
                Diluted**
            
            
            
            
            
            (0.03
            )
            
            (0.02
            )**Basic
                Weighted Average Number of Shares Outstanding During the Periods
                -Basic
                and Fully Diluted**
            
            
            
            
            
            48,315,297
            
            
            34,302,100





See
      Condensed notes to the Interim Financial Statements




-
          4
          -


**SILVER
        RESERVE CORP.**
 **** **(AN
        EXPLORATION STAGE MINING COMPANY)**
 Interim
        Financial Statements of Changes in Stockholders’ Equity
 From
        Inception (June 3, 1999) to Sept 30, 2008
 (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
            
            
            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 (audited)
            
            
            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 (audited)
            
            
            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
            
            
            
            
            
            -
            
            
            139,272
            
            
            
            
            
            -
            
            
            139,272Conversion
                of convertible debentures with accrued interest
            
            
            7,186,730
            
            
            719
            
            
            3,590,801
            
            
            -
            
            
            -
            
            
            3,591,520Common
                shares issued for acquisition of interests in mineral claims
            
            
            175,000
            
            
            18
            
            
            104,982
            
            
            
            
            
            
            
            
            105,000Common
                stock issued to a consultant
            
            
            100,000
            
            
            10
            
            
            57,990
            
            
            
            
            
            
            
            
            58,000Amortization
                of deferred stock compensation
            
            
            
            
            
            
            
            
            
            
            
            562,500
            
            
            
            
            
            562,500Net
                loss for the year
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (3,791,042
            )
            
            (3,791,042
            )Balance
                June 30, 2008 (audited)
            
            
            43,785,569
            
            
            4,379
            
            
            10,738,801
            
            
            (1,312,500
            )
            
            (6,730,845
            )
            
            2,699,835Common
                shares issued for cash (net)
            
            
            7,040,000
            
            
            704
            
            
            3,372,296
            
            
            -
            
            
            -
            
            
            3,373,000Common
                stock issued to a consultant
            
            
            75,000
            
            
            7
            
            
            43,493
            
            
            -
            
            
            -
            
            
            43,500Stock
                based compensation
            
            
            
            
            
            
            
            
            48,124
            
            
            
            
            
            
            
            
            48,124Amortization
                of deferred stock compensation
            
            
            
            
            
            
            
            
            
            
            
            281,250
            
            
            
            
            
            281,250Net
                loss for the three month period
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (1,407,238
            )
            
            (1,407,238
            )Balance
                September 30, 2008 (unaudited)
            
            
            **50,900,569**
            
            
            **5,090**
            
            
            **14,202,714**
            
            
            **(1,031,250**
            **)**
            
            **(8,138,083**
            **)**
            
            **5,038,471**





See
      Condensed notes to the Interim Financial Statements




-
          5
          -




**SILVER
      RESERVE CORP.**


**(AN
      EXPLORATION STAGE MINING COMPANY)**


Interim
      Statements of Cash Flows


For
      the
      three months ended Sept 30, 2008 and Sept 30, 2007


(Amounts
      expressed in US Dollars)


(Unaudited-Prepared
      by Management)





CumulativeSince
            
            Sept
                30,
            
            Sept
                30,Inception
            
            2008
            
            2007**Cash
                Flows from Operating Activities**Net
                loss
            
            
            (8,138,083
            )
            
            (1,407,238
            )
            
            (585,762
            )Adjustment
                for:Amortization
            
            
            550,194
            
            
            53,005
            
            
            62,113Amortization
                of debt issuance cost
            
            
            247,490
            
            
            -
            
            
            41,278Stock
                based compensation
            
            
            217,422
            
            
            48,124
            
            
            34,084Shares
                issued for mineral claims, as part of project expenses
            
            
            1,452,650
            
            
            -
            
            
            -Shares
                issued for consultant services expensed
            
            
            1,320,250
            
            
            324,750
            
            
            93,750Interest
                on convertible debentures
            
            
            90,453
            
            
            -
            
            
            17,649Changes
                in non-cash working capitalPrepaid
                expenses
            
            
            (202,648
            )
            
            (47,102
            )
            
            (54,205
            )Accounts
                payable
            
            
            258,489
            
            
            100,973
            
            
            (4,041
            )Accrued
                liabilities
            
            
            89,362
            
            
            (103,965
            )
            
            (20,489
            )Net
                cash used in operating activities
            
            
            (4,114,421
            )
            
            (1,031,453
            )
            
            (415,623
            )**Cash
                Flows from Investing Activities**Decrease
                in Short-term investments
            
            
            -
            
            
            -
            
            
            1,124,059Acquisition
                of plant and equipment for cash
            
            
            (76,342
            )
            
            (1,858
            )
            
            (4,955
            )Proceeds
                from sale of plant and equipment
            
            
            2,500Net
                cash provided (used) in investing activities
            
            
            (73,842
            )
            
            (1,858
            )
            
            1,119,104**Cash
                Flows from Financing Activities**Issuance
                of common shares for cash
            
            
            4,790,740
            
            
            3,520,000
            
            
            -Issuance
                of convertible debentures subsequently converted to cash
            
            
            3,501,067
            
            
            -
            
            
            -Stock
                and debenture placement commissions paid in cash
            
            
            (210,000
            )
            
            (147,000
            )
            
            -Net
                cash provided by financing activities
            
            
            8,081,807
            
            
            3,373,000
            
            
            -Net
                Change in Cash
            
            
            3,893,544
            
            
            2,339,689
            
            
            703,481Cash-
                beginning of period
            
            
            -
            
            
            1,553,855
            
            
            2,639,256Cash
                - end of period
            
            
            3,893,544
            
            
            3,893,544
            
            
            3,342,737Supplemental
                Cash Flow InformationInterest
                paid
            
            
            -
            
            
            -
            
            
            -Income
                taxes paid
            
            
            -
            
            
            -
            
            
            -





See
      Condensed notes to the Interim Financial Statements





-
          6
          -
 
 **SILVER
          RESERVE CORP.**
 **** **(AN
          EXPLORATION STAGE MINING COMPANY)**
 **Condensed
          Notes to Interim Financial Statements**
 **September
          30, 2008**
 **(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,
      2009.
      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 $8,138,083
      from inception to September 30, 2008. 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 prior year as stock subscription)
      through private placement 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. During the three-month period ended September
      30,
      2008 the Company completed private placements of common stock for proceeds
      of
      $3,373,000 net of cash expenses. 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.**
 **** **(AN
        EXPLORATION STAGE MINING COMPANY)**
 **Condensed
        Notes to Interim Financial Statements**
 **September
        30, 2008**
 **(Amounts
        expressed in US Dollars)**
 (Unaudited-Prepared
        by Management)





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





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




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




Mineral
      property acquisition costs will also be capitalized in accordance with the
      FASB
      Emerging Issues Task Force ("EITF") Issue 04-2 when management has determined
      that probable future benefits consisting of a contribution to future cash
      inflows have been identified and that adequate financial resources are available
      or are expected to be available as required to meet the terms of property
      acquisition and budgeted exploration and development expenditures. Mineral
      property payments are expensed as incurred if the criteria for capitalization
      is
      not met.




To
      date,
      mineral property exploration costs have been expensed as incurred. As of the
      date of these financial statements, the Company has incurred only property
      payments and exploration costs which have been expensed. To date the Company
      has
      not established any proven or probable reserves on its mineral
      properties.


-
          8
          -


**SILVER
          RESERVE CORP.**
 **** **(AN
          EXPLORATION STAGE MINING COMPANY)**
 **Condensed
          Notes to Interim Financial Statements**
 **September
          30, 2008**
 **(Amounts
          expressed in US Dollars)**
 (Unaudited-Prepared
          by Management)


**4.**
            **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 methodMolds
            30%
            declining
                balance methodMobile
                Equipment
            20%
            declining
                balance methodFactory
                Buildings
            5%
            declining
                balance method





September 30, 2008
            
            
            
            June 30, 2008Accumulated
            
            
            
            AccumulatedCost
            
            Depreciation
            
            Cost
            
            Depreciation$
            
            $
            
            $
            
            $Office, furniture
                and fixtures
            
            
            18,325
            
            
            6,625
            
            
            17,573
            
            
            6,036Computer
                equipment
            
            
            6,571
            
            
            2,383
            
            
            6,408
            
            
            2,049Leasehold
                improvements
            
            
            16,230
            
            
            10,758
            
            
            16,230
            
            
            9,405Plant
                and Machinery
            
            
            1,514,511
            
            
            430,101
            
            
            1,514,511
            
            
            387,851Tools
            
            
            6,724
            
            
            2,410
            
            
            5,781
            
            
            2,186Vehicles
            
            
            63,481
            
            
            15,112
            
            
            63,481
            
            
            12,566Consumables
            
            
            64,197
            
            
            47,814
            
            
            64,197
            
            
            45,473Molds
            
            
            900
            
            
            463
            
            
            900
            
            
            427Mobile
                Equipment
            
            
            73,927
            
            
            26,803
            
            
            73,927
            
            
            24,323Factory
                Buildings
            
            
            74,849
            
            
            7,557
            
            
            74,849
            
            
            6,7051,839,715
            
            
            550,026
            
            
            1,837,857
            
            
            497,021Net
                carrying amount
            
            
            
            
            
            1,289,689
            
            
            
            
            
            1,340,836Amortization
                charges
            
            
            
            
            
            53,005
            
            
            
            
            
            249,842





-
          9
          -


**SILVER
          RESERVE CORP.**
 **** **(AN
          EXPLORATION STAGE MINING COMPANY)**
 **Condensed
          Notes to Interim Financial Statements**
 **September
          30, 2008**
 **(Amounts
          expressed in US Dollars)**
 (Unaudited-Prepared
          by Management)


**5.**
            **Convertible
                Debentures**




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 one share for each $0.49 of
      interest.




The
      Shares issued upon conversion of the convertible debentures and the Shares
      underlying the warrants are subject to a lock-up agreement limiting their
      resale. Up to 25% of the shares may be re-sold when a Registration Statement
      on
      Form SB-2 became effective on April 24, 2007 (the “Date of Effectiveness”), 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.**
 **** **(AN
        EXPLORATION STAGE MINING COMPANY)**
 **Condensed
        Notes to Interim Financial Statements**
 **September
        30, 2008**
 **(Amounts
        expressed in US Dollars)**
 (Unaudited-Prepared
        by Management)


**6.**
            **Issuance
                of common shares and warrants**




Year
      ended June 30, 2008





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 and Brehnam is deemed to have
      possession of all of the Shares. 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 and Costa is deemed to have possession of all of the Shares.
      The consultant must return any unearned Shares if the agreement is terminated
      early.





During
      the three month period 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 one Share for each $0.49 of
      interest.





The
      Company entered into an asset purchase agreement with Roger Hall, effective
      as
      of February 15, 2008, to acquire a 100% interest in certain mineral claims
      located in Nye County, Nevada that are owned by Mr. Hall. Upon closing of the
      Agreement, the Company issued to Mr. Hall 175,000 shares of the Company’s common
      stock valued at $105,000 and paid him $5,000 as consideration for the mineral
      claims. Mr. Hall is the Company’s Chief Operating Officer and a member of its
      Board of Directors. The Agreement was approved by the disinterested members
      of
      the Company’s board of directors. The Company does not consider the claims
      purchased to be material assets at this time and expensed this cost to project
      expense. The Company’s assessment may change after exploration of the
      claims.




-
          11
          -


**SILVER
          RESERVE CORP.**
 **** **(AN
          EXPLORATION STAGE MINING COMPANY)**
 **Condensed
          Notes to Interim Financial Statements**
 **September
          30, 2008**
 **(Amounts
          expressed in US Dollars)**
 (Unaudited-Prepared
          by Management)


**6.**
              **Issuance
                  of common shares and warrants-cont’d**





On
      March
      12, 2008 the Company entered into an agreement effective as of March 3, 2008,
      with Endeavor Holdings, Inc. (“Endeavor”) pursuant to which Endeavor was
      retained to provide general marketing and business consulting services to the
      Company for a period of 12 months. Under the terms of the agreement, the Company
      is required to issue to Endeavor 25,000 shares of restricted common stock and
      $5,000 each month during the term of the agreement. The Company issued 100,000
      restricted common shares valued at $58,000 prior to June 30, 2008.




Three
      month period ended September 30, 2008




On
      August
      22, 2008, the Company completed private placements of Units at $0.50 per Unit
      from accredited investors for 7,040,000 Units. Each Unit consists of One Common
      Share and one half a common share purchase warrant. Each full warrant entitles
      the holder to purchase one common share at $0.75 on or before September 1,
      2010.
      The private placement was conducted entirely outside the United States pursuant
      to an exemption from registration under the Securities Act of 1933, as amended,
      provided by Regulation S (“Regulation S”). All of the investors were non-U.S.
      Persons. The Company paid a commission of $147,000 and issued 294,000 broker
      warrants to purchase Units at $0.50 per Unit in connection with the private
      placement. The Units have the same terms as those sold to
      investors.





The
      Company issued 25,000 common shares to Endeavor Holdings on each of July 1,
      August 1 and September 1 of 2008 for a total of 75,000 common shares valued
      at
      $43,500 in accordance with the terms of the contract that became effective
      March
      3, 2008




Warrants





During
      the year ended June 30, 2007, 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.





The
      Company issued 700,214 warrants at an exercise price of $0.50. The expiry dates
      of the above listed broker warrants was originally June 30, 2007 and was
      extended to December 31, 2007 and were further extended to December 31, 2008
      from December 31, 2007 by resolution of the Board of Directors on November
      21,
      2007. Further the Board of Directors by a resolution on June 18, 2008, extended
      the expiry of these warrants till December 31, 2009.





During
      the year ended June 30, 2008, 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 expiry dates
      of these warrants were extended to December 31, 2009 by a resolution of the
      Board of Directors on June 18, 2008.




-
          12
          -


**SILVER
          RESERVE CORP.**
 **** **(AN
          EXPLORATION STAGE MINING COMPANY)**
 **Condensed
          Notes to Interim Financial Statements**
 **September
          30, 2008**
 **(Amounts
          expressed in US Dollars)**
 (Unaudited-Prepared
          by Management)


**6.**
            **Issuance
                of common shares and warrants-cont’d**




Warrants





Three
      month period ended September 30, 2008





On
      August
      22, 2008, the Company completed the private placements of 7,040,000 “Units” at
      $0.50 per Unit with accredited investors. Each one Unit consists of one common
      share and one half a common share purchase warrant. Each full warrant entitles
      the holder to purchase one common share at $0.75 on or before September 1,
      2010.
      The private placement was conducted entirely outside the United States pursuant
      to an exemption from registration under Regulation S. All of the investors
      were
      non-U.S. Persons and executed subscription agreements containing the
      representations and covenants required for the exemption under Regulation S.
      The
      Company paid a commission of $147,000 and issued 294,000 broker warrants to
      purchase Units at $0.50 per Unit in connection with the private placement.
      The
      Units have the same terms as those sold to investors.




**7.**
            **Stock
                Based Compensation**




In
      April
      of 2006, the Board of Directors approved an employee stock option plan ("2006
      Stock Option Plan"), the purpose of which is to enhance the Company's
      stockholder value and financial performance by attracting, retaining and
      motivating the Company's officers, directors, key employees, consultants and
      its
      affiliates and to encourage stock ownership by such individuals by providing
      them with a means to acquire a proprietary interest in the Company's success
      through stock ownership. Under the 2006 Stock Option Plan, officers, directors,
      employees and consultants who provide services to the Company may be granted
      options to acquire common shares of the Company at not less than 110 percent
      of
      the fair market value of the stock on the date of grant. Options will have
      a
      term of 10 years. The total number of shares reserved for issuance under the
      2006 Stock Option Plan is 5,000,000.





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.





Three
      months ended September 30, 2008





On
      August
      7, 2008, the Board granted stock options to Kim Fraser to purchase 50,000 common
      shares each at an exercise price of $0.46 per share and for a term of 5 years.
      These options were granted in accordance with the terms of the Company’s 2006
      Stock Option Plan and shall vest at the rate of 1/12 each month until fully
      vested. On September 12, 2008 the Company cancelled the unvested
      options.




-
          13
          -


**SILVER
          RESERVE CORP.**
 **** **(AN
          EXPLORATION STAGE MINING COMPANY)**
 **Condensed
          Notes to Interim Financial Statements**
 **September
          30, 2008**
 **(Amounts
          expressed in US Dollars)**
 (Unaudited-Prepared
          by Management)


**7.**
            **Stock
                Based Compensation-Cont’d**





On
      April
      2, 2008 the Board had granted options to two newly appointed officers to
      purchase 200,000 common shares each at an exercise price of $0.35 per share.
      These options were granted in accordance with the terms of the Company’s 2006
      Stock Option Plan and vest at the rate of 1/12 each month until fully vested.
      Due to the resignation of one officer on July 31, 2008, the unvested options
      were forfeited.




For
      the
      three month period ended September 30, 2008, 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:


24-Jan
              
              2-Apr
              
              23-Jun
              
              7-Aug2008
              
              2008
              
              2008
              
              2008
              
              TotalRisk
                  free rate
              
              
              5.0
              %
              
              5.0
              %
              
              5.0
              %
              
              5.0
              %Volatility
                  factor
              
              
              50
              %
              
              90.86
              %
              
              111.64
              %
              
              112.99
              %Expected
                  dividends
              
              
              0
              %
              
              0
              %
              
              0
              %
              
              0
              %
              
              -Forfeiture
                  rate
              
              
              0
              %
              
              0
              %
              
              0
              %
              
              0
              %
              
              -Expected
                  life
              
              
              5
                  years
              
              
              5
                  years
              
              
              5
                  years
              
              
              5
                  years
              
              
              -Exercise
                  price
              
              $
              0.60
              
              $
              0.35
              
              $
              0.52
              
              $
              0.46
              
              
              -Total
                  number of options granted
              
              
              50,000
              
              
              400,000
              
              
              250,000
              
              
              50,000
              
              
              750,000Grant
                  date fair value
              
              $
              0.29
              
              
              0.25
              
              
              0.42
              
              
              0.38
              
              
              -Total
                  number of options forfeited
              
              
              
              
              
              (150,000
              )
              
              
              
              
              (45,833
              )
              
              (195,833
              )Stock-based
                  compensation cost expensed during the three month period ended
                  Sept 30,
                  2008
              
              $
              3,668
              
              $
              16,892
              
              $
              26,000
              
              $
              1,564
              
              $
              48,124Unexpended
                  Stock -based compensation cost deferred over the vesting
                  period
              
              $
              4,586
              
              $
              25,337
              
              $
              77,131
              
              
              
              
              $
              107,054




As
      of
      September 30, 2008, there was $107,054 of unrecognized expenses related to
      non-vested stock-based compensation arrangements granted. The stock-based
      compensation expense for the three-month period ended September 30, 2008 was
      $48,124.




**8.**
            **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 $937,500 during the year ended June 30,
      2008 and $281,250 during the three month period ended September 30, 2008 and
      the
      balance of $1,031,250 is reflected as a deferred stock compensation expense
      under shareholders’ equity in the balance sheet.




-
          14
          -


**SILVER
          RESERVE CORP.**
 **** **(AN
          EXPLORATION STAGE MINING COMPANY)**
 **Condensed
          Notes to Interim Financial Statements**
 **September
          30, 2008**
 **(Amounts
          expressed in US Dollars)**
 (Unaudited-Prepared
          by Management)


**9.**
            **Commitments
                and Contingencies**





On
      August
      20, 2008 the Company terminated the Option Agreement on the Como Claim Group
      entered into on August 21, 2006 and entered into a new agreement with the
      Optionee covering 87 mineral claims included in the original option. In the
      new
      agreement, the Company paid for the annual sustaining fees on 12 claims optioned
      in the original August 21, 2006 agreement and granted the Optionee a 1% NSR
      royalty on the 87 claims covered by the new agreement.





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 and are deemed to be in
      Brenham’s possession. 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 and are deemed to be in Costa View’s possession. 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 approximately
      $350,000. 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.





-
          15
          -


**SILVER
          RESERVE CORP.**
 **** **(AN
          EXPLORATION STAGE MINING COMPANY)**
 **Condensed
          Notes to Interim Financial Statements**
 **September
          30, 2008**
 **(Amounts
          expressed in US Dollars)**
 (Unaudited-Prepared
          by Management)
 **9.**
              **Commitments
                  and Contingencies-Cont’d**
 
 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 a 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
        February 21, 2008, the Company entered into a Drilling Agreement with Hansen
        Drilling, Inc. to perform drilling on the Pansy Lee Claims site at agreed
        rates
        for work to be performed.
 
 On
        March
        12, 2008 the Company entered into an agreement effective as of March 3, 2008,
        with Endeavor Holdings, Inc. (“Endeavor”) pursuant to which Endeavor was
        retained to provide general marketing and business consulting services to
        the
        Company for a period of 12 months. Under the terms of the agreement, the
        Company
        is required to issue to Endeavor 25,000 shares of restricted common stock
        and
        $5,000 each month during the term of the agreement. The Company issued 100,000
        restricted common shares valued at $58,000 till June 30, 2008 and an additional
        75,000 shares valued at $43,500 during the three month period ended September
        30, 2008. Effective October 1, 2008 the Company terminated the contract with
        Endeavor.
  On
        April
        4, 2008, the Company entered into a Consultant Agreement with Lumos and
        Associates, to facilitate completing an exploration drilling “Notice of Intent”
and plan of operation in compliance with the requirements of the United States
        Bureau of Land Management. The Company estimates the costs of each Notice
        of
        Intent plan to range from $3,000 to $4,000.
 
 On
        April
        8, 2008, the Company entered into a Drilling Agreement with W. R. Hansen,
        Contractor, to perform drilling on various locations in Nevada at a rate
        of $300
        per hour for work to be performed beginning in May of 2008.
 
 Effective
        April 30, 2008, the Consulting Agreement between the Company and Medallion
        Capital Corp., was terminated.
 
 The
        Company entered into a one year renewable contract with Lance Capital Ltd.
        for
        consulting and corporate administrative services commencing as of May 1,
        2008,
        at a rate of $12,500 per month.
 
 -
            16
            -


**SILVER
        RESERVE CORP.**
 **** **(AN
        EXPLORATION STAGE MINING COMPANY)**
 **Condensed
        Notes to Interim Financial Statements**
 **September
        30, 2008**
 **(Amounts
        expressed in US Dollars)**
 (Unaudited-Prepared
        by Management)
  On
        May
        20, 2008, the Company entered into an option agreement (the “Option Agreement”)
        with Nevada Eagle Resources, LLC and Steve Sutherland (together, the
“Optionees”) effective as of May 1, 2008 (the “Date of Closing”), to acquire 25
        mineral claims located in Elko County, Nevada and known as the “Medicine
        Claims.” During the term of the Option Agreement, the Company has the exclusive
        right to explore and develop, if warranted, the Medicine Claims. The Company
        paid $10,000 to the Optionees upon execution of the Option Agreement. The
        Option
        Agreement requires the Company to make additional payments as follows: $15,000
        on the first anniversary of the Date of Closing, $30,000 on the second
        anniversary of the Date of Closing, $60,000 on the third anniversary of the
        Date
        of Closing and $80,000 on each anniversary of the Date of Closing thereafter
        until the tenth anniversary of the Date of Closing. The Optionees may elect
        to
        receive payment in cash or in shares of the Company’s common stock. Upon making
        the final payment on the tenth anniversary of the Date of Closing, the Company
        will have earned a 100% undivided interest in the Medicine Claims. Pursuant
        to
        the Option Agreement, the Medicine Claims are subject to a 3% net smelter
        return
        (“NSR”) royalty payable to the Optionees. The payments made during the term of
        the Option Agreement are to be applied as advance NSR royalty payments.
        Beginning on the eleventh anniversary of the Date of Closing, the Company
        is
        required to make annual advance royalty payments of $80,000. At such time
        as the
        Medicine Claims are in production, if ever, the Company shall make annual
        royalty payments equal to the greater of the actual 3% NSR or $80,000. The
        Company may terminate the Option Agreement at any time before the option
        is
        fully exercised upon 60 days notice to the Optionees. The Company does not
        consider the Medicine Claims to be material assets at this time; however
        this
        assessment may change upon further exploration.
 
 Effective
        June 1, 2008, the Company entered into a consulting contract with a geologist
        expiring December 31, 2008. The contract will be automatically renewed after
        December 31, 2008, subject to any mutually agreed changes in the hourly fees
        for
        services, unless terminated by either party. The Company will compensate
        at the
        rate of $200 per day for the first 30 days, $225 per day during days 30 to
        90
        days and $275 per day during days 90 to December 31, 2008.
 
 Effective
        as of June 23, 2008, the Company appointed Mason Douglas as the President
        of the
        Company. Mr. Douglas is also a director of the Company. In connection with
        the
        appointment, the Company entered into a consulting services agreement with
        a
        corporation that is controlled by Mr. Douglas. The Consulting Agreement has
        a
        term of one year and is then automatically renewable. Either party may terminate
        the Consulting Agreement upon 90 days notice to the other party. During the
        term
        of the Consulting Agreement the Company will pay the corporation a fee of
        $8,500
        per month. The Company’s board of directors will review the performance of Mr.
        Douglas at six-month intervals and may adjust compensation based upon said
        reviews.




-
          17
          -




**SILVER
      RESERVE CORP.**


**** **(AN
      EXPLORATION STAGE MINING COMPANY)**


**Condensed
      Notes to Interim Financial Statements**


**September
      30, 2008**


**(Amounts
      expressed in US Dollars)**


(Unaudited-Prepared
      by Management)





**9.**  **Commitments
      and Contingencies-Cont’d**





The
      Company executed a contract (the “Drilling Contract”) with Christiansen
      Drilling, Inc. (“Christiansen”) a Nevada corporation, on June 27, 2008
      (effective as of June 24, 2008), pursuant to which Christiansen was retained
      by
      the Company to conduct drilling projects on the Company’s mineral claims. The
      services Christiansen will provide under the Drilling Contract include: reverse
      circulation drilling with a three man crew at a rate of $500.00 per hour,
      equipment mobilization and demobilization at a rate of $150 per hour, grading
      and site preparation at a rate of $150 per hour, the procurement of drilling
      materials at cost plus 10%, and hole plugging(s), if needed, at a rate of $350
      per hour plus material cost. Upon execution of the Drilling Contract the Company
      advanced $50,000 to be credited against future invoices submitted for various
      drill programs.





Effective
      August 11, 2008, the Company entered into a Letter of Intent to acquire all
      of
      the capital stock of Infrastructure Materials Corp
      US
      (“Infrastructure US”), a Nevada corporation. Infrastructure US holds all the
      capital stock of Infrastructure Materials Corp. Canada, an Alberta corporation.
      The purchase price for all of the capital stock of Infrastructure US would
      be
      the issuance at closing of 1,500,000 common shares of Silver Reserve.
      Infrastructure US, together with its Canadian subsidiary, holds limestone
      mineral properties in the United States and Canada. The Company, after
      conducting its due diligence, rejected acquiring the Canadian subsidiary of
      Infrastructure US and completed the purchase of Infrastructure US only, as
      described in Subsequent Events. See Footnote 11 - Subsequent
      Events.




**10.**  **Related
      Party Transactions**




Three
      months ended September 30, 2008




Roger
      Hall, a Director of the Company, received $56,316 in connection with services
      he
      performed for the Company as a senior geologist.




Janet
      Shuttleworth, Treasurer and Corporate Secretary, was paid $14,585.




Joanne
      Hughes, Corporate Secretary, received $4,110 from July 1, 2008 to July 30,
      2008
      (date of resignation).




Mason
      Douglas, President, was paid $25,500.





On
      April
      2, 2008 the Board granted had granted options to two newly appointed officers
      to
      purchase 200,000 common shares each at an exercise price of $0.35 per share.
      These options were granted in accordance with the terms of the Company’s 2006
      Stock Option Plan and vest at the rate of 1/12 each month until fully vested.
      The options granted are for a term of 5 years. Due to the resignation of one
      officer, the unvested options were forfeited.




The
      Company expensed stock based compensation cost for $16,892 during the three
      month period ended September 30, 2008.




On
      June
      23, 2008 the Board granted options to the newly appointed President to purchase
      250,000 common shares at an exercise price of $0.52 per share. These options
      were granted in accordance with the terms of the Company’s 2006 Stock Option
      Plan and vest at the rate of 1/12 each month until fully vested.


-
          18
          -




**SILVER
      RESERVE CORP.**


**** **(AN
      EXPLORATION STAGE MINING COMPANY)**


**Condensed
      Notes to Interim Financial Statements**


**September
      30, 2008**


**(Amounts
      expressed in US Dollars)**


(Unaudited-Prepared
      by Management)




The
      options granted are for a term of 5 years. The Company expensed stock based
      compensation cost for $26,000 during the three month period ended September
      30,
      2008.





**11.**  **Subsequent
      Events**





Effective
      as of October 1, 2008 the Company terminated its contract with Endeavor
      Holdings, Inc. (“Endeavor”). The Company had an
      agreement with Endeavor that was effective as of March 3, 2008, pursuant to
      which Endeavor was retained to provide general marketing and business consulting
      services to the Company for a period of 12 months. Under the terms of the
      agreement, the Company was required to issue to Endeavor 25,000 shares of
      restricted common stock and $5,000 each month during the term of the agreement.





On
      November 7, 2008, the Company closed a Share Exchange Agreement to acquire
      all
      of the shares of Infrastructure Materials Corp. US (Infrastructure) from Todd
      Montgomery, a director and the CEO of the Company. As a result, Infrastructure
      became a wholly owned subsidiary of the Company. Under the terms of the Share
      Exchange Agreement, Mr. Montgomery received 397,024 common shares of the Company
      valued at $0.50 per share in exchange for all of the outstanding shares of
      Infrastructure. The shares issued by the Company represent a dollar value of
      $198,512. That amount was equal to Mr. Montgomery’s actual out-of-pocket
      expenditures for the incorporation of the Infrastructure and the cost of
      assembling the limestone properties owned by Infrastructure. The Agreement
      was
      preceded by a Letter of Intent entered into on August 11, 2008.


-
          19
          -


**MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF**




**FINANCIAL
      CONDITION AND RESULTS OF OPERATION**




**FOR
      THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 2008**





PLAN
      OF
      OPERATIONS





We
      will
      require additional capital to implement development of our claim groups and
      to
      bring the mill and refinery to operation. We expect to raise this capital
      through a public offering, private placements of our securities or through
      loans
      or some combination of the foregoing.





**Discussion
      of Operations & Financial Condition**


**Three
      Month Period ended September 30, 2008**





Silver
      Reserve Corporation has no source of revenue and we continue to operate at
      a
      loss. We expect our operating losses to continue for so long as we remain in
      an
      exploration stage and perhaps thereafter. As at September 30, 2008, we had
      accumulated losses of $8,138,083. Our ability to emerge from the exploration
      stage and conduct mining operations is dependent, in large part, upon our
      raising additional equity financing.





As
      described in greater detail below, the Company’s major endeavor over the three
      months ended September 30, 2008 has been its effort to pursue exploration
      activities on its key Projects.





We
      have
      continued to raise capital and are moving forward with development of the
      Company. We have completed the evaluation of all 15 of our Projects and
      determined that the Pansy Lee, Medicine and Silver Queen Projects provide the
      best opportunity for development of resources that could go to production.
      Work
      is proceeding on these three Projects. We are progressing towards permitting
      of
      the Red Rock mill site at Mina, Nevada.





The
      Company continues to look for opportunities to develop other mineral deposits
      of
      commodities in high demand or anticipated high demand. We believe that the
      state
      and federal governments in the United States will embark on major infrastructure
      expenditures in the next 10 years creating a demand for cement that exceeds
      the
      current sources of supply. Cement is made from limestone and we believe
      acquisitions in this area have significant potential.





On
      August
      12, 2008, Silver Reserve announced that it entered into a non-binding letter
      of
      intent (the “LOI”) dated as of August 12, 2008 to acquire, as a wholly-owned
      subsidiary, Infrastructure Materials Corp. US (“Infrastructure US”), a Nevada
      corporation, that held all of the outstanding capital stock of Infrastructure
      Materials Corp. Canada, an Alberta (Canada) corporation (“Infrastructure
      Canada”). Infrastructure US holds limestone mineral properties in the United
      States, and is actively engaged in acquiring additional limestone mineral
      properties. Todd Montgomery, the Company’s Chief Executive Officer, is the sole
      shareholder of Infrastructure US and a member of its board of directors. The
      transaction contemplated in the LOI was contingent upon Silver Reserve’s
      due diligence review and the negotiation and execution of a definitive stock
      exchange agreement. Subsequent to the period covered by this report, the Company
      acquired Infrastructure US as of November 7, 2007. Just prior to such
      acquisition and as a condition of closing Infrastructure US divested its
      interest in Infrastructure Canada. See “Subsequent Events” below for more
      information.


-
          20
          -


**Readers
      in the United States are cautioned that with respect to the following disclosure
      related to mineral properties, the term, “resource” is not a term that is
      recognized by SEC guidelines for disclosure of mineral properties. Generally,
      “resource” estimates of mineralized material do not rise to the level of
      certainty required by SEC guidelines. The Company has no “reserves” as that term
      is used in the mining industry.**





**Key
      Property Location and Description**





*Pansy
      Lee Claim Group*





The
      Pansy
      Lee Claim Group consists of 30 mineral claims located in Humboldt County,
      Nevada, approximately eight miles northwest of Winnemucca, Nevada.




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





A
      substantial amount of underground work has been done on the Pansy Lee Claims,
      as
      much as 910 feet below surface with over 6000 feet of horizontal tunneling
      on
      several levels. A mine was operated at the Pansy Lee claim site from 1937 to
      1942. Further production occurred in 1964 and 1974. Work was undertaken again
      in
      1981 and 1982. Much of our information about the Pansy Lee Claim Group was
      obtained from publicly available reports and articles concerning prior
      exploration of the site by other parties. A report by Hendrickson and Cazat,
      prepared in 1982, reported 151,300 tons of proven and possible ore with an
      average grade of 17.46 oz per ton silver and .218 oz per ton gold. This
      information is publicly available and may not be reliable. Hendrickson updated
      the report in 1986, increasing the estimated minable mineral material to 73,800
      tons with average grades of 0.218 ounces gold per ton and 17.48 ounces silver
      per ton for recoverable ounces of 14,480 gold and 1,159,700 silver. The Company
      has not confirmed the results contained in these reports.





The
      Company plans to carry out research and work to obtain its own data. Three
      core
      holes were drilled and completed to depths of 800 feet on angle below the
      existing workings. It appears the ‘Swede’ vein was encountered in all three
      holes. The core has been logged and cutting is complete on Hole #1 and select
      portions of Hole #2 and #3 will be cut and sent for assay.





*Silver
      Queen Claim Group*





The
      Silver Queen Claim Group consists of 147 mineral claims located in Esmeralda
      County, Nevada, approximately nine miles west of Silver Peak, Nevada on Highway
      47.




The
      Silver Queen claims are accessible from the town of Silver Peak, Nevada. The
      claims lie at elevations ranging from 7,800 feet to 9,012 feet and are located
      in the Red Mountain District. The Silver Queen Claim Group covers a
      northerly-trending group of silver deposits that include the Silver Queen and
      Mohawk mines. The deposits located in the Red Mountain district were first
      discovered in 1907. In 1920 a producing mine was constructed and production
      continued through the late 1950’s. Based upon publicly available records, the
      ore produced from this mine averaged 20-25 ounces of silver per ton. The Company
      has not confirmed the results contained in these reports.


-
          21
          -


A
      limited
      drill program was completed on a new surface anomalies noted during grid
      sampling. Four reverse circulation holes were drilled to depth of 400 to 500
      feet vertically. Further surface sampling indicates that the anomaly is much
      larger than initially indicated and further drilling to the west is warranted.
      Three reverse circulation drill holes were completed on the Mohawk vein target
      with 2 holes, MRO1 and 3, intercepting the vein itself, MRO2 was lost in a
      40
      foot void which was not on the underground workings maps we have in hand. Two
      core holes we drilled with MOC 1 encountering and going through the vein system.
      MOC2 was lost in broken material about 175 above the vein intercept. All the
      reverse circulation drill holes are in the assay lab and the one core hole
      vein
      intercept is also in the assay lab.





Silver
      Reserve has obtained from public records, a 1982 report on the Mohawk Mine
      located within the Company’s Silver Queen Project that was prepared for a prior
      owner of the property. Silver Reserve has not confirmed any of the findings
      in
      the report and cannot comment of the qualifications of its authors. The report
      states that 52,167 tons of probably and possible mineralized material grading
      an
      average of 13.4 ounces per ton of silver (699,000 ounces silver) remains unmined
      in the mine workings. The report estimates extraction, after mining losses,
      totaling 40,071 tons of probably and possible mineralized material grading
      13.3
      ounces per ton silver (532,900 ounces silver). In the opinion of the authors
      of
      the report, there is great potential for finding additional tons of mineralized
      material. Four major exploration targets with good potential within the claim
      group and separate from the Mohawk vein occurrence are documented in the report.
      These targets, combined, have over 4,000 feet of vein strike length open to
      exploration and could contain several major ore bodies, according to the report.





*Medicine
      Claim Group*





The
      Medicine Claim Group consists of 25 unpatented claims and the company has staked
      an additional 124 contiguous claims located in Elko County, Nevada, covering
      the
      extension of the mineralized zone not covered by previous
      operation.




The
      mineralized zone appears to continue to the north and south as well as to depth
      offering potential for substantial expansion of the drill indicated
      mineralization. As mineralization comes to the surface, there is potential
      for
      open pit mining. We are currently carrying out a drilling program, to determine
      the extent of the mineralization zone.




A
      technical report prepared by Edward P. Jucevic PE for a prior operator of the
      Medicine Claim Group and dated March 9, 2001, stated the following. The Company
      has not confirmed these statements.





"The
      Medicine property contains a drill-indicated resource defined by approximately
      70 drill holes. The resource estimate was calculated by previous workers at
      US
      Mineral Exploration and includes 350,000 tons grading 2.3 ounces per ton silver.
      The resource covers an area roughly 200 feet wide and 600 feet long. Average
      depth of drilling has only followed the zone down to ± 100 feet. Wide spaced
      drilling outside of the area of the resource has encountered significant values
      of lead, zinc and silver metals.


-
          22
          -


Mineralization
      consists of barite-silver-lead-zinc along high angle structures and within
      bleached and sanded limestone. Although lead and zinc values were only assayed
      for part of the holes, barite, lead and silver appear to correlate well. Zinc
      values are often associated with the other metals, but are also zones
      stratagraphically beneath the silver-lead zone. The zinc zone can be as thick
      as
      50 feet and average +5%. Zinc values to 11.5% have been obtained from ten-foot
      intervals in drilling. Lead values average 3% over 10 to 40 foot thick zones.
      Lead values to 8% have been obtained from 10 foot intervals in drilling. Barite
      averages 12% throughout the mineralized zones but can attain 35% in individual
      intervals. Silver averages 2.3 ounces per ton with individual five foot assays
      carrying up to 26 ounces per ton."





As
      of the
      date of this report a Phase One drill program of 15 holes has been completed,
      testing the extension of the expansion of the drill indicated resource. Results
      will be announced as available.





**SELECTED
      INFORMATION**





Three months ended
            
            Three months endedSeptember 30, 2008
            
            September, 30, 2007Revenues
            
            $
            Nil
            
            $
            NilNet
                Loss
            
            $
            1,407,238
            
            $
            585,762Loss
                per share-basic and diluted
            
            $
            (0.03
            )
            $
            (0.02
            )





As at
            
            As atSeptember 30, 2008
            
            June 30, 2008Total
                Assets
            
            $
            5,385,881
            
            $
            3,050,237Total
                Liabilities
            
            $
            347,410
            
            $
            350,402Cash
                dividends declared per share
            
            
            Nil
            
            
            Nil





The
      total
      assets as of September 30, 2008 include cash and cash equivalents for
      $3,893,544, prepaid expenses for $202,648 and capital assets for $1,289,689.
      As
      of June 30, 2008 total assets include cash and cash equivalents for $1,553,855,
      prepaid expenses and other receivables for $155,546 and capital assets for
      $1,340,836.





**Revenues**





No
      revenue was generated by the Company’s operations during the three-month periods
      ended September 30, 2008 and September 30, 2007.


-
          23
          -


**Net
      Loss**




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




Mineral
      property acquisition costs will also be capitalized in accordance with the
      FASB
      Emerging Issues Task Force ("EITF") Issue 04-2 when management has determined
      that probable future benefits consisting of a contribution to future cash
      inflows have been identified and that adequate financial resources are available
      or are expected to be available as required to meet the terms of property
      acquisition and budgeted exploration and development expenditures. Mineral
      property payments are expensed as incurred if the criteria for capitalization
      is
      not met.




To
      date,
      mineral property exploration costs have been expensed as incurred. As of the
      date of these financial statements, the Company has incurred only property
      payments and exploration costs which have been expensed. To date the Company
      has
      not established any proven or probable reserves on its mineral
      properties.





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 September 30, 2008 is
      general and administrative expense of $734,360, as compared with $253,541 for
      the three-month period ended September 30, 2007. General and administrative
      expense represents approximately 52% of the total operating expense for the
      three-month period ended September 30, 2008 and approximately 42 % of the total
      operating expense for the three-month period ended September 30,, 2007. General
      and administrative expense represents professional, consulting, office and
      general and other miscellaneous costs incurred during the three month periods
      ended September 30, 2008 and September 30, 2007. General and administrative
      expense increased by $480,819 in the current three month period, as compared
      to
      the similar three month period for the prior year. The increase in this expense
      is mainly due to non-cash expense relating to issue of stock to consultants
      for
      $324,750 (prior period $93,750), non-cash expense relating to stock based
      compensation for $48,124 (prior period $34,084) and due diligence costs of
      $107,144 (prior period $nil) relating to the proposed acquisition of
      Infrastructure Materials Corp. US (“Infrastructure US”), a Nevada
      corporation





(b) Project
      Expense





Included
      in operating expenses for the three-month period ended September 30, 2008 is
      project expense of $631,672 as compared with $291,951 for the three-month period
      ended September 30, 2007. Project expense is a significant expense and it
      represents approximately 44% of the total operating expense for the three-month
      period ended September 30, 2008 and approximately 48% of the total operating
      expense for the three-month period ended September 30, 2007. The increase in
      expense is due to the Company incurring additional costs on exploration of
      its
      properties.


-
          24
          -


**Liquidity
      and Capital Resources**





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





September 30, 2008
            
            September 30, 2007Cash
                and cash equivalent
            
            $
            3,893,544
            
            $
            3,342,737Working
                capital
            
            $
            3,748,782
            
            $
            1,819,564Cash
                used in operating activities
            
            $
            (1,031,453
            )
            $
            (415,623
            )Cash
                provided (used) in investing activities
            
            $
            (1,858
            )
            $
            1,119,104Cash
                provided by financing activities
            
            $
            3,373,000
            
            $
            Nil





As
      at
      September 30, 2008 the Company had working capital of $3,748,782 as compared
      to
      $1,819,564 as of September 30, 2007. The reason for increase in working capital
      is the raising of cash for $3,373,000 (net) through the issue of common shares
      during the three month period ended September 30, 2008.





**Subsequent
      Events**





Effective
      as of October 1, 2008 the Company terminated its contract with Endeavor
      Holdings, Inc. (“Endeavor”). The Company had an agreement with Endeavor that was
      effective as of March 3, 2008, pursuant to which Endeavor was retained to
      provide general marketing and business consulting services to the Company for
      a
      period of 12 months. Under the terms of the agreement, the Company was required
      to issue to Endeavor 25,000 shares of restricted common stock and $5,000 each
      month during the term of the agreement.





On
      November 7, 2008, the Company closed a “Share Exchange Agreement” pursuant to
      which it acquired all of the issued and outstanding shares of Infrastructure
      Materials Corp. US (“Infrastructure US"), a Nevada corporation owning limestone
      mineral properties in the U.S.. Todd Montgomery, a director and CEO of the
      Company, is Infrastructure’s sole shareholder and member of its board of
      directors.. As a result, Infrastructure became a wholly owned subsidiary of
      the
      Company. Under the terms of the Share Exchange Agreement, Mr. Montgomery
      received 397,024 common shares of the Company valued at $0.50 per share in
      exchange for all of the outstanding shares of Infrastructure. The shares issued
      by the Company represent a dollar value of $198,512. That amount was equal
      to
      Mr. Montgomery’s actual out-of-pocket expenditures for the incorporation of the
      Infrastructure and the cost of assembling the limestone properties owned by
      Infrastructure. The Agreement was preceded by a Letter of Intent entered into
      on
      August 11, 2008, which included a Canadian subsidiary of Infrastructure. The
      Company, after conducting a due diligence review, rejected acquiring the
      Canadian subsidiary of Infrastructure. Infrastructure subsequently divested
      its
      interest in the Canadian subsidiary prior to the consummation of the Share
      Exchange Agreement. As of the date of this report, the Company does not consider
      the mineral claims acquired pursuant to the Share Exchange Agreement material.
      Our assessment may change after exploration of the claims.


-
          25
          -


**Off-Balance
      Sheet Arrangement**





The
      Company had no off- balance sheet arrangement as of September 30, 2008 and
      September 30, 2007.





**Contractual
      Obligations and Commercial Commitments**





On
      August
      20, 2008 the Company terminated the Option Agreement on the Como Claim Group
      entered into on August 21, 2006 and entered into a new agreement with the
      Optionee covering 87 mineral claims included in the original option. In the
      new
      agreement, the Company paid for the annual sustaining fees on 12 claims optioned
      in the original August 21, 2006 agreement and granted the Optionee a 1% NSR
      royalty on the 87 claims covered by the new agreement.





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 and are deemed to be in
      Brenham’s possession. 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 and are deemed to be in Costa View’s possession. 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 approximately $350,000. 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
      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 a 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
      February 21, 2008, the Company entered into a Drilling Agreement with Hansen
      Drilling, Inc. to perform drilling on the Pansy Lee Claims site at agreed rates
      for work to be performed.


-
          26
          -


On
      March
      12, 2008 the Company entered into an agreement effective as of March 3, 2008,
      with Endeavor Holdings, Inc. (“Endeavor”) pursuant to which Endeavor was
      retained to provide general marketing and business consulting services to the
      Company for a period of 12 months. Under the terms of the agreement, the Company
      is required to issue to Endeavor 25,000 shares of restricted common stock and
      $5,000 each month during the term of the agreement. The Company issued 100,000
      restricted common shares valued at $58,000 till June 30, 2008 and an additional
      75,000 shares valued at $43,500 during the three month period ended September
      30, 2008. Effective October 1, 2008 the Company terminated the contract with
      Endeavor.




On
      April
      4, 2008, the Company entered into a Consultant Agreement with Lumos and
      Associates, to facilitate completing an exploration drilling “Notice of Intent”
and plan of operation in compliance with the requirements of the United States
      Bureau of Land Management. The Company estimates the costs of each Notice of
      Intent plan to range from $3,000 to $4,000.





On
      April
      8, 2008, the Company entered into a Drilling Agreement with W. R. Hansen,
      Contractor, to perform drilling on various locations in Nevada at a rate of
      $300
      per hour for work to be performed beginning in May of 2008.





Effective
      April 30, 2008, the Consulting Agreement between the Company and Medallion
      Capital Corp., was terminated.





The
      Company entered into a one year renewable contract with Lance Capital Ltd.
      for
      consulting and corporate administrative services commencing as of May 1, 2008,
      at a rate of $12,500 per month.





On
      May
      20, 2008, the Company entered into an option agreement (the “Option Agreement”)
      with Nevada Eagle Resources, LLC and Steve Sutherland (together, the
“Optionees”) effective as of May 1, 2008 (the “Date of Closing”), to acquire 25
      mineral claims located in Elko County, Nevada and known as the “Medicine
      Claims.” During the term of the Option Agreement, the Company has the exclusive
      right to explore and develop, if warranted, the Medicine Claims. The Company
      paid $10,000 to the Optionees upon execution of the Option Agreement. The Option
      Agreement requires the Company to make additional payments as follows: $15,000
      on the first anniversary of the Date of Closing, $30,000 on the second
      anniversary of the Date of Closing, $60,000 on the third anniversary of the
      Date
      of Closing and $80,000 on each anniversary of the Date of Closing thereafter
      until the tenth anniversary of the Date of Closing. The Optionees may elect
      to
      receive payment in cash or in shares of the Company’s common stock. Upon making
      the final payment on the tenth anniversary of the Date of Closing, the Company
      will have earned a 100% undivided interest in the Medicine Claims. Pursuant
      to
      the Option Agreement, the Medicine Claims are subject to a 3% net smelter return
      (“NSR”) royalty payable to the Optionees. The payments made during the term of
      the Option Agreement are to be applied as advance NSR royalty payments.
      Beginning on the eleventh anniversary of the Date of Closing, the Company is
      required to make annual advance royalty payments of $80,000. At such time as
      the
      Medicine Claims are in production, if ever, the Company shall make annual
      royalty payments equal to the greater of the actual 3% NSR or $80,000. The
      Company may terminate the Option Agreement at any time before the option is
      fully exercised upon 60 days notice to the Optionees. The Company does not
      consider the Medicine Claims to be material assets at this time; however this
      assessment may change upon further exploration.





Effective
      June 1, 2008, the Company entered into a consulting contract with a geologist
      expiring December 31, 2008. The contract will be automatically renewed after
      December 31, 2008, subject to any mutually agreed changes in the hourly fees
      for
      services, unless terminated by either party. The Company will compensate at
      the
      rate of $200 per day for the first 30 days, $225 per day during days 30 to
      90
      days and $275 per day during days 90 to December 31, 2008.


-
          27
          -


Effective
      as of June 23, 2008, the Company appointed Mason Douglas as the President of
      the
      Company. Mr. Douglas is also a director of the Company. In connection with
      the
      appointment, the Company entered into a consulting services agreement with
      a
      corporation that is controlled by Mr. Douglas. The Consulting Agreement has
      a
      term of one year and is then automatically renewable. Either party may terminate
      the Consulting Agreement upon 90 days notice to the other party. During the
      term
      of the Consulting Agreement the Company will pay the corporation a fee of $8,500
      per month. The Company’s board of directors will review the performance of Mr.
      Douglas at six-month intervals and may adjust compensation based upon said
      reviews.





The
      Company executed a contract (the “Drilling Contract”) with Christiansen
      Drilling, Inc. (“Christiansen”) a Nevada corporation, on June 27, 2008
      (effective as of June 24, 2008), pursuant to which Christiansen was retained
      by
      the Company to conduct drilling projects on the Company’s mineral claims. The
      services Christiansen will provide under the Drilling Contract include: reverse
      circulation drilling with a three man crew at a rate of $500.00 per hour,
      equipment mobilization and demobilization at a rate of $150 per hour, grading
      and site preparation at a rate of $150 per hour, the procurement of drilling
      materials at cost plus 10%, and hole plugging(s), if needed, at a rate of $350
      per hour plus material cost. Upon execution of the Drilling Contract the Company
      advanced $50,000 to be credited against future invoices submitted for various
      drill programs.





Effective
      August 11, 2008, the Company entered into a Letter of Intent to acquire all
      of
      the capital stock of Infrastructure Materials Corp. US
      (“Infrastructure US”), a Nevada corporation. Infrastructure US holds all the
      capital stock of Infrastructure Materials Corp. Canada, an Alberta corporation.
      The purchase price for all of the capital stock of Infrastructure US would
      be
      the issuance at closing of 1,500,000 common shares of Silver Reserve.
      Infrastructure US, together with its Canadian subsidiary, holds limestone
      mineral properties in the United States and Canada. The Company, after
      conducting it due diligence, rejected acquiring the Canadian subsidiary of
      Infrastructure US and completed the purchase of Infrastructure US only.
      Subsequent to the period covered by this report this transaction was consummated
      pursuant to a Share Exchange Agreement on November 7, 2008. See “Subsequent
      Events” above.





**Acquisition,
      Exploration and Evaluation Expenditures**




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


-
          28
          -


Mineral
      property acquisition costs will also be capitalized in accordance with the
      FASB
      Emerging Issues Task Force ("EITF") Issue 04-2 when management has determined
      that probable future benefits consisting of a contribution to future cash
      inflows have been identified and that adequate financial resources are available
      or are expected to be available as required to meet the terms of property
      acquisition and budgeted exploration and development expenditures. Mineral
      property payments are expensed as incurred if the criteria for capitalization
      is
      not met.




To
      date,
      mineral property exploration costs have been expensed as incurred. As of the
      date of these financial statements, the Company has incurred only property
      payments and exploration costs which have been expensed. To date the Company
      has
      not established any proven or probable reserves on its mineral
      properties.





**CONTROLS
      AND PROCEDURES**




Based
      on
      an evaluation our Chief Executive Officer and Chief Financial Officer conducted,
      of the effectiveness of the design and operation of our disclosure controls
      and
      procedures, as required by Exchange Act Rule 13a-15(e) they concluded that
      our
      disclosure controls and procedures were effective as of September 30, 2008,
      to
      ensure that information required to be disclosed by us in the reports that
      we
      file or submit under the Exchange Act are:




1.
            recorded,
                processed, summarized and reported within the time periods specified
                by
                the SEC's rules and forms, and




2.
            accumulated
                and communicated to management, including the Chief Executive Officer
                and
                Chief Financial Officer, as appropriate to allow timely decisions
                regarding required disclosure.




Management
      of Silver Reserve is responsible for establishing and maintaining adequate
      internal control over financial reporting. Internal control over financial
      reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the
      Securities Exchange Act of 1934 as a process designed by, or under the
      supervision of, the company's principal executive and principal financial
      officers and effected by the company's board of directors, management and other
      personnel, to provide reasonable assurance regarding the reliability of
      financial reporting and the preparation of financial statements for external
      purposes in accordance with accounting principles generally accepted in the
      United States and includes those policies and procedures that:




*
      Pertain
      to the maintenance of records that in reasonable detail accurately and fairly
      reflect the transactions and dispositions of the assets of the company;




*
      Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with accounting principles
      generally accepted in the United States and that receipts and expenditures
      of
      the company are being made only in accordance with authorizations of management
      and directors of the company; and




*
      Provide
      reasonable assurance regarding prevention or timely detection of unauthorized
      acquisition, use or disposition of the company's assets that could have a
      material effect on the financial statements.


-
          29
          -


Because
      of its inherent limitations, internal control over financial reporting may
      not
      prevent or detect misstatements. Even those systems determined to be effective
      can provide only reasonable assurance with respect to financial statement
      preparation and presentation. Because of the inherent limitations of internal
      control, there is a risk that material misstatements may not be prevented or
      detected on a timely basis by internal control over financial reporting.
      However, these inherent limitations are known features of the financial
      reporting process. Therefore, it is possible to design into the process
      safeguards to reduce this risk.




In
      making
      this assessment, management, used the criteria set forth by the Committee of
      Sponsoring Organizations of the Treadway Commission in Internal
      Control-Integrated Framework.




Inherent
      in small business is the pervasive problem of segregation of duties. Given
      that
      the Company has a small accounting department, segregation of duties cannot
      be
      completely accomplished at this stage in the corporate lifecycle. Management
      has
      added many compensating controls to effectively reduce and minimize the risk
      of
      a material misstatement in the Company’s financial statements.




Based
      on
      its assessment, management has concluded that the Company's disclosure controls
      and procedures and internal control over financial reporting is effective based
      on those criteria.




During
      the quarter ended September 30, 2008, there have been no changes to the
      Company’s internal controls over financial reporting that have materially
      affected, or are reasonably likely to materially affect, the Company’s internal
      control over financial reporting.


-
          30
          -


**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 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.





3.
            THERE
                ARE PENNY STOCK SECURITIES LAW CONSIDERATIONS THAT COULD LIMIT YOUR
                ABILITY TO SELL YOUR SHARES.





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





4.
            CURRENT
                LEVELS OF MARKET VOLATILITY COULD HAVE ADVERSE
                IMPACTS





The
      capital and credit markets have been experiencing volatility and disruption.
      If
      the current levels of market disruption and volatility continue or worsen,
      there
      can be no assurance that the Company will not experience adverse effects, which
      may be material. These effects may include, but are not limited to, difficulties
      in raising additional capital or debt and a smaller pool of investors and
      funding sources. There is thus no assurance the Company will have access to
      the
      equity capital markets to obtain financing when necessary or
      desirable.


-
          31
          -


5.
            A
                GENERAL DETERIORATION IN ECONOMIC CONDITIONS MAY HAVE ADVERSE
                IMPACTS





The
      current economic environment is challenging and uncertain. The consequences
      of a
      prolonged recession may include a lower level of economic activity and uncertain
      regarding commodity markets. Further, the risks associated with industries
      in
      which the Company operates become more acute in periods of a slowing economy
      or
      slow growth.


-
          32
          -


**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:**





On
      August
      22, 2008, the Company completed private placements of 7,040,000
      “Units” at $0.50 per Unit from accredited investors. Each one Unit consists of
      one common share and one half-common share purchase warrant. Each full warrant
      entitles the holder to purchase one common share at $0.75 on or before September
      1, 2010. The private placement was conducted entirely outside the United States
      pursuant to an exemption from registration under the Securities Act of 1933,
      as
      amended, provided by Regulation S promulgated thereunder. All of the investors
      were non-U.S. Persons and executed subscription agreements containing the
      representations and covenants required for the exemption under Regulation S.
      The
      Company paid a commission of $147,000 and issued 294,000 broker warrants to
      purchase Units at $0.50 per Unit in connection with the private placement.
      These
      Units have the same terms as those sold to investors.





**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
            Rule
                13a-14(a)/15d-14(a) Certification of Chief Executive
                Officer.31.2
            Rule
                13a-14(a)/15d-14(a) Certification of Chief Financial
                Officer.32.1
            Certificate
                of Chief Executive Officer and Chief Financial Officer pursuant to
                18
                U.S.C. Section 1350, as adopted pursuant to Section 906 of
                the Sarbanes-Oxley Act of
                2002


-
          33
          -


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





Current
      Report on Form 8-K, “Item 3.02 – Unregistered sale of Equity Securities,” dated
      August 1, 2008.





Current
      Report on Form 8-K, “Item 5.02 – Departure
      of Directors or Certain Officers; Appointment of Certain Officers ”
dated
      August 13, 2008.





Current
      Report on Form 8-K, “Item 3.02 – Unregistered sale of Equity Securities,” dated
      August 18, 2008.





Current
      Report on Form 8-K, “Item 1.01-Entry into a Material Definitive Agreement,”
dated November 7, 2008.





**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:
                November 12, 2008
            /s/
                Janet ShuttleworthJanet
                Shuttleworth, Secretary


-
          34
          -