**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-QSB**





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


SECURITIES
      EXCHANGE ACT OF 1934





FOR
      THE
      QUARTERLY PERIOD ENDED March 31, 2008





OR





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


SECURITIES
      EXCHANGE ACT OF 1934





FOR
      THE
      TRANSITION PERIOD FROM ________ TO __________





REGISTRATION
      NUMBER 000-52641





SILVER
      RESERVE CORP.


(Exact
      name of registrant as specified in its charter)





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





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


(Address
      of principal executive offices) (Zip Code)





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





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





YES x
            
            NO
                o





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





YES o
            
            NO
                x





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





Class
            Outstanding
                As of March 31, 2008Common
                Shares $ .0001 par value
            43,710,569










**SILVER
      RESERVE CORP.**


**(FORMERLY
      54836 CORP.)**


**(AN
      EXPLORATION STAGE MINING COMPANY)**




INTERIM
      FINANCIAL STATEMENTS




MARCH
      31,
      2008




(Amounts
      expressed in US Dollars)


(Unaudited-Prepared
      by Management)





**CONTENTS**





Interim
                Balance Sheets as of March 31, 2008 (unaudited) and June 30, 2007
                (audited)
            
            
            3Interim
                Statements of Operations for the nine months and three months ended
                March
                31, 2008 and March 31, 2007 and the period from Inception (June 3,
                1999)
                to March 31, 2008
            
            
            4Interim
                Statements of Changes in Stockholders' Equity for the nine months
                ended
                March 31, 2008 and year ended June 30, 2007
            
            
            5Interim
                Statements of Cash Flows for the nine months ended March 31, 2008
                and
                March 31, 2007
            
            
            6Condensed
                Notes to unaudited Interim Financial Statements
            
            
            7 - 17




2


**SILVER
      RESERVE CORP.**


**(FORMERLY
      54836 CORP** **.)**


**(AN
      EXPLORATION STAGE MINING COMPANY)**


Interim
      Balance Sheets as at


March 31, 2008
      and June 30, 2007


(Amounts
      expressed in US Dollars)


(Unaudited-Prepared
      by Management)





March
                31,
            
            June
                30,2008
            
            2007(unaudited)
            
            (audited)$
            
            $**ASSETS****Current**Cash
                and cash equivalents
            
            
            2,408,069
            
            
            2,639,256Short-term
                investments
            
            
            
            
            
            1,124,059Prepaid
                expenses and other receivables
            
            
            48,914
            
            
            29,425**Total
                Current Assets**
            
            
            2,456,983
            
            
            3,792,740**Plant
                and Equipment, net (note 5)**
            
            
            1,373,348
            
            
            1,554,224**Debt
                Issuance Costs,**less
                amortization of $82,555 during nine months ended March 31, 2008 (note
                4)
            
            
            **-**
            
            
            82,555**Total
                Assets**
            
            
            3,830,331
            
            
            5,429,519**LIABILITIES****Current**Accounts
                payable
            
            
            133,712
            
            
            87,246Accrued
                liabilities
            
            
            38,142
            
            
            112,007Convertible
                Debentures
            
            
            -
            
            
            3,570,681**Total
                Liabilities**
            
            
            171,854
            
            
            3,769,934Commitments
                and Contingencies (note 10)Related
                Party Transactions (note 11)**STOCKHOLDERS'
                EQUITY**Capital
                Stock (note 7)Class
                ‘A’ Convertible Preferred stock, $0.0001 par value, 50,000,000 shares
                authorized, Nil issued and outstanding
            
            
            -
            
            
            -Common
                stock, $0.0001 par value, 100,000,000 shares authorized, 43,710,569
                issued
                and outstanding
            
            
            4,371
            
            
            3,332**Additional
                Paid-in Capital**
            
            
            10,660,230
            
            
            4,596,056**Deferred
                stock compensation (note 9)**
            
            
            (1,593,750
            )
            
            -**Deficit
                Accumulated During the Exploration Stage**
            
            
            (5,412,374
            )
            
            (2,939,803
            )**Total
                Stockholders' Equity**
            
            
            3,658,477
            
            
            1,659,585**Total
                Liabilities and Stockholders' Equity**
            
            
            3,830,331
            
            
            5,429,519





The
      accompanying condensed notes are an integral part of these unaudited interim
      financial statements


3




**SILVER
      RESERVE CORP.**


**(FORMERLY
      54836 CORPORATION)**


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


Interim
      Statements of Operations


For
      the nine
      months and three months ended March 31, 2008 and March 31, 2007 and the


Period
      from Inception (June 3, 1999) to March 31, 2008


(Amounts
      expressed in US Dollars)


(Unaudited-Prepared
      by Management)




For the
            
            For the
            
            For the
            
            For thenine months
            
            nine months
            
            three months
            
            three monthsCumulative
            
            ended
            
            ended
            
            ended
            
            endedsince
            
            March 31,
            
            March 31,
            
            March 31,
            
            March 31,inception
            
            2008
            
            2007
            
            2008
            
            2007$
            
            $
            
            $
            
            $
            
            $**Operating
                Expenses**General
                and administration
            
            
            1,882,551
            
            
            1,189,262
            
            
            401,977
            
            
            472,568
            
            
            136,746Project
                expenses
            
            
            3,301,673
            
            
            1,165,499
            
            
            2,017,697
            
            
            409,490
            
            
            201,097Amortization
            
            
            433,934
            
            
            186,587
            
            
            173,101
            
            
            62,237
            
            
            73,687**Total
                Operating Expenses**
            
            
            5,618,158
            
            
            2,541,348
            
            
            2,592,775
            
            
            944,295
            
            
            411,530**Loss
                from Operations**
            
            
            (5,618,158
            )
            
            (2,541,348
            )
            
            (2,592,775
            )
            
            (944,295
            )
            
            (411,530
            )Interest
                 Income
            
            
            296,237
            
            
            89,616
            
            
            158,540
            
            
            18,395
            
            
            47,070Interest
            
            
            (90,453
            )
            
            (20,839
            )
            
            (50,878
            )
            
            -
            
            
            (17,266
            )**Loss
                before Income Taxes**
            
            
            (5,412,374
            )
            
            (2,472,571
            )
            
            (2,485,113
            )
            
            (925,900
            )
            
            (381,726
            )Provision
                for income taxes
            
            
            **-**
            
            
            **-**
            
            
            **-**
            
            
            **-**
            
            
            **-****Net
                Loss**
            
            
            (5,412,374
            )
            
            (2,472,571
            )
            
            (2,485,113
            )
            
            (925,900
            )
            
            (381,726
            )**Loss
                per Weighted Average Number of Shares Outstanding -Basic and Fully
                Diluted**
            
            
            
            
            
            (0.06
            )
            
            (0.08
            )
            
            (0.02
            )
            
            (0.01
            )**Basic
                Weighted Average Number of Shares Outstanding During the Periods
                -Basic
                and Fully Diluted**
            
            
            
            
            
            40,069,823
            
            
            30,251,632
            
            
            43,606,998
            
            
            33,323,839





The
      accompanying condensed notes are an integral part of these unaudited interim
      financial statements




4





**SILVER
      RESERVE CORP.**


**(FORMERLY
      54836 CORP** **.)**


**(AN
      EXPLORATION STAGE MINING COMPANY)**


Interim
      Financial Statements of Changes in Stockholders’ Equity


From
      Inception (June 3, 1999) to March 31, 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 (note 7)
            
            
            14,360,000
            
            
            1,436
            
            
            (1,436
            )
            
            
            
            
            -
            
            
            -Common
                shares issued for cash
            
            
            2,050,000
            
            
            205
            
            
            414,795
            
            
            
            
            
            -
            
            
            415,000Subscription
                for stock
            
            
            
            
            
            
            
            
            300,000
            
            
            
            
            
            -
            
            
            300,000Stock
                issuance cost
            
            
            -
            
            
            -
            
            
            (24,500
            )
            
            
            
            
            -
            
            
            (24,500
            )Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            
            
            
            (87,574
            )
            
            (87,574
            )Balance,
                June 30, 2006 (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
            
            
            
            
            
            -
            
            
            68,139
            
            
            
            
            
            -
            
            
            68,139Conversion
                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
            
            
            25,000
            
            
            2
            
            
            14,498
            
            
            
            
            
            
            
            
            14,500Stock
                based compensation
            
            
            -
            
            
            -
            
            
            36,054
            
            
            
            
            
            
            
            
            36,054Amortization
                of deferred stock compensation
            
            
            
            
            
            
            
            
            
            
            
            281,250
            
            
            
            
            
            281,250Net
                loss for the nine months ended March 31, 2008
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (2,472,571
            )
            
            (2,472,571
            )Balance
                March 31, 2008
            
            
            43,710,569
            
            
            4,371
            
            
            10,660,230
            
            
            (1,593,750
            )
            
            (5,412,374
            )
            
            3,658,477





The
      accompanying condensed notes are an integral part of these unaudited interim
      financial statements


5




**SILVER
      RESERVE CORP.**


**(FORMERLY
      54836 CORP.)**


**(AN
      EXPLORATION STAGE MINING COMPANY)**


Interim
      Statements of Cash Flows


For
      the
      nine months ended March 31, 2008 and March 31, 2007


(Amounts
      expressed in US Dollars)


(Unaudited-Prepared
      by Management)





CumulativeSince
            
            March 31,
            
            March 31,Inception
            
            2008
            
            2007**Cash
                Flows from Operating Activities**Net
                loss
            
            
            (5,412,374
            )
            
            (2,472,571
            )
            
            (2,485,113
            )Adjustment
                for:Amortization
            
            
            433,934
            
            
            186,587
            
            
            173,101Amortization
                of debt issuance cost
            
            
            247,490
            
            
            82,555
            
            
            121,264Stock
                based compensation
            
            
            134,219
            
            
            104,193
            
            
            -Shares
                issued for mineral claims, as part of project expenses
            
            
            1,452,650
            
            
            105,000
            
            
            1,347,650Shares
                issued for consultant services expensed
            
            
            670,750
            
            
            670,750
            
            
            -Interest
                on convertible debentures converted to stock
            
            
            90,452
            
            
            20,838
            
            
            50,878Changes
                in non-cash working capitalPrepaid
                expenses
            
            
            (48,914
            )
            
            (19,489
            )
            
            (4,764
            )Accounts
                payable
            
            
            133,712
            
            
            46,466
            
            
            17,830Accrued
                liabilities
            
            
            38,583
            
            
            (73,865
            )
            
            99,726Net
                cash used in operating activities
            
            
            (2,259,498
            )
            
            (1,349,536
            )
            
            (679,428
            )**Cash
                Flows from Investing Activities**Decrease
                in Short-term investments
            
            
            -
            
            
            1,124,059
            
            
            141,180Acquisition
                of plant and equipment for cash
            
            
            (43,740
            )
            
            (5,710
            )
            
            (7,762
            )Sale
                of plant and equipment
            
            
            2,500
            
            
            -
            
            
            2,500Net
                cash used in investing activities
            
            
            (41,240
            )
            
            1,118,349
            
            
            135,918**Cash
                Flows from Financing Activities**Issuance
                of common shares for cash
            
            
            1,270,740
            
            
            -
            
            
            548,935Issuance
                of convertible debentures subsequently converted to stock
            
            
            3,501,067
            
            
            -
            
            
            2,480,205Stock
                and debenture placement commissions paid in cash
            
            
            (63,000
            )
            
            -
            
            
            (63,000
            )Net
                cash provided by financing activities
            
            
            4,708,807
            
            
            -
            
            
            2,966,140Net
                Change in Cash
            
            
            2,408,069
            
            
            (231,187
            )
            
            2,422,630Cash-
                beginning of period
            
            
            -
            
            
            2,639,256
            
            
            550,775Cash
                - end of period
            
            
            2,408,069
            
            
            2,408,069
            
            
            2,973,405Supplemental
                Cash Flow InformationInterest
                paid
            
            
            -
            
            
            -
            
            
            -Income
                taxes paid
            
            
            -
            
            
            -
            
            
            -





The
      accompanying condensed notes are an integral part of these unaudited interim
      financial statements


6




**SILVER
      RESERVE CORP.**


**(FORMERLY
      54836 CORP.)**


**(AN
      EXPLORATION STAGE MINING COMPANY)**


Condensed
      Notes to Interim Financial Statements


March
      31,
      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,
      2008.
      Interim financial statements should be read in conjunction with the company’s
      annual audited financial statements.




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




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




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




The
      Company is in the exploration stage and has not yet realized revenues from
      its
      planned operations. The Company has incurred a cumulative loss of $5,412,374
      from inception to March 31, 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 the prior year as stock subscription) through
      private placements of its common stock for cash. The Company also issued
      Convertible Debentures in the amount of $1,020,862 during the year ended June
      30, 2006 and issued Convertible Debentures in the amount of $2,480,205 during
      the year ended June 30, 2007. 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. Management's plan is to continue
      raising additional funds through future equity or debt financing until it
      achieves profitable operations from mineral extraction on its properties, if
      feasible.




7




**SILVER
      RESERVE CORP.**


**(FORMERLY
      54836 CORP.)**


**(AN
      EXPLORATION STAGE MINING COMPANY)**


Condensed
      Notes to Interim Financial Statements


March
      31,
      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 Corp.
      under the laws of the State of Delaware. On April 10, 2006, 54836 Corp. changed
      its name to Silver Reserve Corp.





The
      Company is in the exploration stage and has not yet realized any revenues from
      its planned operations. It is primarily engaged in the acquisition and
      exploration of mining properties.




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




Costs
      associated with issuance of convertible debentures are deferred and amortized
      over the life of the related debenture. Deferred financing charges are stated
      at
      cost less accumulated amortization. See note
      6 relating to conversion of Debentures.




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




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





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




8




**SILVER
      RESERVE CORP.**


**(FORMERLY
      54836 CORP.)**


**(AN
      EXPLORATION STAGE MINING COMPANY)**


Condensed
      Notes to Interim Financial Statements


March
      31,
      2008


(Amounts
      expressed in US Dollars)


(Unaudited-Prepared
      by Management)





**5.**
                **Poperty,****Plant
                    and Equipment,
                    Net-Cont’d**





March 31, 2008
            
            June 30, 2007Accumulated
            
            
            
            AccumulatedCost
            
            Depreciation
            
            Cost
            
            Depreciation$
            
            $
            
            $
            
            $Office,
                furniture and fixtures
            
            
            17,573
            
            
            5,322
            
            
            16,818
            
            
            3,293Computer
                equipment
            
            
            4,694
            
            
            1,750
            
            
            3,761
            
            
            956Leasehold
                improvements
            
            
            16,230
            
            
            8,275
            
            
            16,230
            
            
            4,885Plant
                and Machinery
            
            
            1,514,511
            
            
            338,148
            
            
            1,512,619
            
            
            189,077Tools
            
            
            5,400
            
            
            1,910
            
            
            5,400
            
            
            1,104Vehicles
            
            
            34,833
            
            
            10,160
            
            
            34,833
            
            
            5,806Consumables
            
            
            64,197
            
            
            40,792
            
            
            64,197
            
            
            26,749Molds
            
            
            900
            
            
            376
            
            
            900
            
            
            225Mobile
                Equipment
            
            
            73,927
            
            
            21,225
            
            
            71,797
            
            
            11,966Factory
                Buildings
            
            
            74,849
            
            
            5,808
            
            
            74,849
            
            
            3,1191,807,114
            
            
            433,766
            
            
            1,801,404
            
            
            247,180Net
                carrying amount
            
            
            
            
            
            1,373,348
            
            
            
            
            
            1,554,224Amortization
                charges
            
            
            
            
            
            186,587
            
            
            
            
            
            246,730




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




Year
      Ended June 30, 2006




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




Year
      Ended June 30, 2007




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.


9




**SILVER
      RESERVE CORP.**


**(FORMERLY
      54836 CORP.)**


**(AN
      EXPLORATION STAGE MINING COMPANY)**


Condensed
      Notes to Interim Financial Statements


March
      31,
      2008


(Amounts
      expressed in US Dollars)


(Unaudited-Prepared
      by Management)




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





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.





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




Nine
      months period ended March 31, 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.


10




**SILVER
      RESERVE CORP.**


**(FORMERLY
      54836 CORP.)**


**(AN
      EXPLORATION STAGE MINING COMPANY)**


Condensed
      Notes to Interim Financial Statements


March
      31,
      2008


(Amounts
      expressed in US Dollars)


(Unaudited-Prepared
      by Management)




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





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 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.




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 of
      the
      Company each month and pay Endeavor $5,000 each month during the term of the
      agreement. The Company issued 25,000 restricted common shares in March
      2008.




Year
      ended June 30, 2007




The
      Company issued 3,395,739 Shares through a private placement for total cash
      consideration of $848,935, which includes $300,000 stock subscription received
      in the prior year. These Shares were issued at $0.25 per Share. On July 28,
      2006
      and on August 4, 2006, the Company issued 658,000 and 406,000 common shares,
      respectively, in settlement of a 7% commission in the amount of $266,000 due
      on
      the placement of common shares and Convertible Debentures totaling $3,800,000.


11




**SILVER
      RESERVE CORP.**


**(FORMERLY
      54836 CORP.)**


**(AN
      EXPLORATION STAGE MINING COMPANY)**


Condensed
      Notes to Interim Financial Statements


March
      31,
      2008


(Amounts
      expressed in US Dollars)


(Unaudited-Prepared
      by Management)





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




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




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




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




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




Warrants





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





Issued
            
            Exercise
                PriceJuly
                6, 2006
            
            $
            175,000July
                26, 2006
            
            $
            67,128August
                2, 2006
            
            $
            107,979$
            350,107





The
      exercise price of $350,107 is for 700,214 warrants. The expiry dates of the
      above listed broker warrants 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.


12




**SILVER
      RESERVE CORP.**


**(FORMERLY
      54836 CORP.)**


**(AN
      EXPLORATION STAGE MINING COMPANY)**


Condensed
      Notes to Interim Financial Statements


March
      31,
      2008


(Amounts
      expressed in US Dollars)


(Unaudited-Prepared
      by Management)




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




In
      April
      2006, the Board of Directors approved an employee stock option plan (the "2006
      Stock Option Plan"), the purpose of which is to enhance the Company's
      stockholder value and financial performance by attracting, retaining and
      motivating the Company's officers, directors, key employees, consultants and
      its
      affiliates and to encourage stock ownership by such individuals by providing
      them with a means to acquire a proprietary interest in the Company's success
      through stock ownership. Under the 2006 Stock Option Plan, officers, directors,
      employees and consultants who provide services to the Company may be granted
      options to acquire common shares of the Company at prices and terms set by
      the
      Board of Directors at time of granting. The total number of shares reserved
      for
      issuance under the 2006 Stock Option Plan is 5,000,000.





The
      Company has adopted SFAS123 (Revised) commencing as of July 1, 2006. The fair
      value of each grant was estimated at the grant date using the Black-Scholes
      option-pricing model. The Black-Scholes option pricing model requires the use
      of
      certain assumptions, including expected terms, expected volatility, expected
      dividends and risk-free interest rate to calculate the fair value of stock-based
      payment awards. The assumptions used in calculating the fair value of stock
      option awards involve inherent uncertainties and the application of management
      judgment. In the absence of data for historic volatility, the estimated
      volatility was determined by comparing the volatility of similar Companies
      within the industry sector.





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





On
      January 24, 2008, the Board granted options to one consultant to purchase 50,000
      Shares at a price of $0.50 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.




13




**SILVER
      RESERVE CORP.**


**(FORMERLY
      54836 CORP.)**


**(AN
      EXPLORATION STAGE MINING COMPANY)**


Condensed
      Notes to Interim Financial Statements


March
      31,
      2008


(Amounts
      expressed in US Dollars)


(Unaudited-Prepared
      by Management)




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





For
      the
      nine month period ended March 31, 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:




10-April
              
              17-April
              
              17-May
              
              24-Jan2007
              
              2007
              
              2007
              
              2008
              
              TotalRisk
                  free rate
              
              
              4.5
              %
              
              4.5
              %
              
              4.5
              %
              
              5.0
              %Volatility
                  factor
              
              
              50
              %
              
              50
              %
              
              50
              %
              
              50
              %Expected
                  dividends
              
              
              0
              %
              
              0
              %
              
              0
              %
              
              0
              %Forfeiture
                  rate
              
              
              0
              %
              
              0
              %
              
              0
              %
              
              0
              %Expected
                  life
              
              
              5 years
              
              
              5 years
              
              
              5 years
              
              
              5 yearsExercise
                  price
              
              $
              0.50
              
              $
              0.50
              
              $
              0.50
              
              $
              0.60Total
                  number of options granted
              
              
              1,850,000
              
              
              50,000
              
              
              10,000
              
              
              50,000Grant
                  date fair value
              
              $
              0.07
              
              $
              0.07
              
              $
              0.07
              
              $
              0.29Total
                  number of options forfeited
              
              
              
              
              
              
              
              
              (10,000
              )Stock-based
                  compensation cost expensed during the nine month period ended March
                  31,
                  2008
              
              $
              98,820
              
              $
              2,662
              
              
              -
              
              $
              2,711
              
              $
              104,193Unexpended
                  Stock -based compensation cost deferred over the vesting
                  period
              
              $
              3,627
              
              $
              175
              
              
              -
              
              $
              11,884
              
              $
              15,686





As
      of
      March 31, 2008 there was $15,686 of unrecognized expenses related to non-vested
      stock-based compensation arrangements granted. The stock-based compensation
      expense for the nine month period ended March 31, 2008 was $104,193.




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





The
      Company issued 1,500,000 restricted common shares each to two consultants, for a total of 3,000,000
      common shares valued at $2,250,000. The Company expensed proportionate
      consulting expenses of $656,250 and the balance of $1,593,750 is reflected
      as a
      deferred stock compensation expense under shareholders’ equity in the balance
      sheet.




14





**SILVER
      RESERVE CORP.**


**(FORMERLY
      54836 CORP.)**


**(AN
      EXPLORATION STAGE MINING COMPANY)**


Condensed
      Notes to Interim Financial Statements


March
      31,
      2008


(Amounts
      expressed in US Dollars)


(Unaudited-Prepared
      by Management)





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




On
      August
      21, 2006, the Company entered into an Option Agreement to acquire mineral claims
      in the state of Nevada. The
      Option Agreement was amended on the following dates March 30, 2007 and August
      20, 2007 and now provides as follows. The Company paid $20,000 on signing and
      agreed, among other things, to complete a $500,000 exploration program to earn
      a
      40% interest in the mineral claims. If the Company elects to proceed, to earn
      100%, it must spend an additional $500,000 on further exploration on the claims.
      The property is subject to a 2.1% Net Smelter Return royalty payment with
      advance royalty payments of $10,000 per annum up to a maximum of $100,000 or
      until feasibility study is completed recommending the property be put into
      production, which ever occurs first. The first annual royalty payment was made
      on August 15, 2007.





Effective
      as of September 1, 2007,
      the Company entered into an agreement with Brehnam Trading Corp. (“Brehnam”) for
      a term of 24 months to provide consulting services on financial matters,
      business growth and development, and general business matters. The Company
      will
      pay Brehnam 1,500,000 restricted Shares to be earned in equal installments
      of
      375,000 shares on December 1, 2007, June 1, 2008, December 1, 2008 and June
      1,
      2009. The said 1,500,000 Shares were tendered in one certificate upon execution
      of the agreement 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’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
      includes the former producing Mohawk Mine. As of the date of this Report, the
      Company does not consider these claims material.


15




**SILVER
      RESERVE CORP.**


**(FORMERLY
      54836 CORP.)**


**(AN
      EXPLORATION STAGE MINING COMPANY)**


Condensed
      Notes to Interim Financial Statements


March
      31,
      2008


(Amounts
      expressed in US Dollars)


(Unaudited-Prepared
      by Management)





**10.**
            **Commitments
                and Contingencies – Cont’d**





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 Endeavor Consulting Agreement, the Company is
      required to issue Endeavor 25,000 shares of restricted common stock of the
      Company each month and pay Endeavor $5,000 each month during the term of the
      Endeavor Consulting Agreement. Either party may terminate the Endeavor
      Consulting Agreement upon 30-days’ prior written notice.




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




The
      Company has entered into a one year renewable contract with Medallion Capital
      Corp. for consulting and
      corporate administrative services commencing as of May 1, 2006, at a rate of
      $7,500 per month, which increased to $12,500 commencing February 2008. Medallion
      Capital Corp. was owned and controlled by the Company’s Corporate Secretary who
      later resigned effective March 20, 2008. During the nine-month period ended
      March 31, 2008, the Company expensed $77,500 to Medallion Capital Corp. The
      Contract was mutually terminated effective as of April 30, 2008.




The
      Company entered into an asset purchase agreement with Roger Hall, a director
      and
      officer of the Company, 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 and paid him $5,000 as
      consideration for the mineral claims. The Company also expensed $30,214 as
      fees
      paid to Mr. Hall for services rendered as Senior Geologist until March 31,
      2008.
      Mr. Hall is the Company’s Chief Operating Officer. This transaction was approved
      by disinterested members of the Company’s Board of Directors.





**12.**
            **Subsequent
                Events**





Changes
      to Officers
      of the Company





The
      Board
      of Directors of the Company accepted the resignation of Stafford Kelley as
      Corporate Secretary of the Company, effective as of March 20, 2008. There were
      no disagreements between Mr. Kelley and the Company with regards to the
      Company’s operations, policies or practices. The Board agreed that the options
      granted to Mr. Kelley would not be cancelled on his departure and remain in
      effect for the balance of the original term of five years.




16


**SILVER
      RESERVE CORP.**


**(FORMERLY
      54836 CORP.)**


**(AN
      EXPLORATION STAGE MINING COMPANY)**


Condensed
      Notes to Interim Financial Statements


March
      31,
      2008


(Amounts
      expressed in US Dollars)


(Unaudited-Prepared
      by Management)





**12.**
            **Subsequent
                Events – Cont’d**




On
      April
      2, 2008, the Company appointed Joanne Hughes to the position of Corporate
      Secretary and Janet Shuttleworth to the position of Treasurer. In connection
      with their appointments, Ms. Hughes and Ms. Shuttleworth each were awarded
      200,000 options to purchase shares of the Company’s common stock at a price of
      $0.35 per share pursuant to the Company’s 2006 Stock Option Plan. These options
      vest at the rate of 1/12 of the total grant each month until fully vested and
      have a five-year term.





Commitments





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.





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.


17


**MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF**


**FINANCIAL
      CONDITION AND RESULTS OF OPERATION**


**FOR
      THE NINE MONTH AND THREE MONTH PERIOD ENDED MARCH 31, 2008**





PLAN
      OF
      OPERATIONS





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





**Discussion
      of Operations & Financial Condition**


**Nine
      Month and Three Month Period ended March 31, 2008**





Silver
      Reserve Corp. has no source of revenue and we continue to operate at a loss.
      We
      expect our operating losses to continue for so long as we remain in an
      exploration stage and perhaps thereafter. As at March 31, 2008, we had
      accumulated losses of $5,412,374. Our ability to emerge from the exploration
      stage and conduct mining operations, if possible, is dependent upon our raising
      additional equity financing and the outcome of our exploration
      activities.





As
      described in greater detail below, the Company’s major endeavor over the
      nine-month period ended March 31, 2008 has been our effort to pursue exploration
      activities on our thirteen claim groups that we own in Nevada and to meet our
      obligations relating to the grant of options to acquire interests in the mineral
      claims (also in Nevada) available from Sage Associates Inc. A brief summary
      of
      our exploration efforts is as follows.





The
      thirteen claim groups in which the Company controls a 100% interest originally
      contained 402 claims. Based on surface exploration work that we carried out,
      additional claims have been staked bringing the total number of claims held
      in
      the thirteen claims group to 623. The total number of claims held in the Como
      Project under Option from Sage Associates, Inc. is 224 .
      Currently, the Company has a total of 847 claims under exploration.





The
      Silver Queen Claim Group presently consists of 147 mineral claims located in
      Esmeralda County, Nevada, nine miles west of Silver Peak, Nevada. The Silver
      Queen Project covers a north east trending group of silver deposits first
      discovered in 1907 and includes both the Silver Queen and Mohawk mines. Public
      records indicate that Silver Queen Mine operated on the property between 1920
      and the 1950’s, producing an average of 20-25 ounces of silver per ton and the
      Mohawk Mine was the largest producer in the area with grades of 12 to 43 oz
      silver per ton. These two original mines appear to be located on the same vein
      structure and strike length has been traced for over 1.8 miles. All historical
      data is being assembled in a new report and a 10,000 foot drill program is
      scheduled for 2008 to test the vein structure down dip and along strike from
      the
      two mines. Surface sampling has identified a large silver lead zinc anomaly
      1,000 feet long and 600 feet wide away from the mines that appears to have
      had
      no previous exploration. A seven hole drill plan has been submitted for approval
      by the United States Bureau of Land Management (the “BLM”) and will be carried
      out this year.


18











The
      Blue
      Dick Claim Group is located near Lida, Nevada in the South East part of the
      Palmetto District. The claim area contains numerous prospect pits, adits, shafts
      and two small open pit mines. The Blue Dick Mine has two shafts and several
      adits with no available historic data. Public records indicate that production
      occurred prior to 1960 and the deposits contained silver, gold and lead.
      Geologic mapping and sampling indicates complex thrust faulting traced from
      the
      historic underground mine workings along strike for a length of at least 3000
      feet. Rock Chip sampling underground has carried grades of gold from trace
      to
      1.3 opt and silver from trace to 69 opt.





Geochemical
      anomalies have also been located south of the mine workings and grid samples
      have provided an additional target area. Surface rock chip sampling yielded
      values from nil to 25% copper, 1.30 opt gold, 68 opt silver and 7 % lead. There
      are 5 drill targets currently identified on the property and drilling is planned
      for 2008.





The
      Como
      Claim Group consists of 224 mineral claims located in Lyon County, Nevada
      approximately 15 miles east of Carson City. Public Records indicate that the
      adjacent Rapidan Mines produced approximately 83,000 tons of ore between 1918
      and 1936. Silver Reserve Corp. has completed geological mapping and surface
      sampling which identified drill targets and an 11 hole drill program has been
      completed. All 11 holes drilled encountered thick intercepts up to 30 feet
      wide
      of weekly anomalous gold trace to 0.03 ounces per ton within the structures.
      This weak but consistent gold mineralization indicates a large hydrothermal
      system that has been traced for about 4 miles in length and 300-1000 feet wide.
      These drill holes were all located in the north and central portion of the
      property but failed to intercept cross structures where substantial gold
      deposition should be located.





Recent
      surface sampling to the south over what appear to be vein outcrops yielded
      grades from trace to 0.29 ounces gold per ton presenting ideal drill targets
      for
      potentially higher grade intersections. Further drilling is planned for
      2008.


19




The
      Klondyke Claim Group consists of 167 mineral claims located in Esmeralda County,
      Nevada. Most of the historical deposits on the Klondyke Claims occur in
      limestone in veins carrying both high grade and low grade silver values. The
      claim area hosts numerous prospect pits and mine shafts. Mapping and grid
      sampling to date indicate strong NE/SW bearing anomalous zones to the south
      of
      the old mine working where the structure runs NW/SE. Surface sampling in this
      zone carried grades from trace to 42.3 oz silver and 0.1 oz gold per ton.
      Drilling testing of this high grade zone is planned for 2008.





Grid
      sampling has identified a gold only anomalous zone in the southern portion
      of
      the property that will be tested with a trenching program.





The
      Nivloc Claim Group presently consists of 18 mineral claims located in Esmeralda
      County, Nevada approximately 6 miles southwest of Silver Peak, Nevada in the
      eroded portion of the Red Mountain District. Public records indicate that the
      Nivloc Mine located on the property operated from 1937 to 1943 with ore grading
      of 0.05 ounces of gold and 12 ounces of silver. The Red Mountain District also
      hosts the Mohawk and Silver Queen mines controlled by the Company. A 5 hole
      exploratory reverse circulation drill program has been completed. Hole NL5
      intersected 30 feet with an average grade of 2.5 ounce silver and 0.033 ounce
      gold per ton. The hole also intersected a second 15 foot zone with five feet
      grading 21 ounces silver and an average grade of 8.5 ounce silver per ton but
      no
      gold. These intersections appear to be extension of the Nivloc veins 2800 feet
      east of the old mine workings. Hole NL3 also appeared to hit the vein but was
      abandoned. Three additional holes are planned to target the veins hit in NL5
      from different angles and along strike to verify if the original intercepts
      went
      through the vein or only through the edge of the vein.





The
      Pansy
      Lee Claim Group consists of 30 mineral claims located in Humboldt County,
      Nevada, eight miles north west of Winnemucca, Nevada. We have a three hole
      drill
      program underway and hole 1 has intersected the main vein structure beneath
      the
      old West Coast mine working at the 810 foot level. The drill program will be
      completed in April 2008 and results released when available Public records
      indicate a substantial amount of underground workings were developed including
      6000 feet of horizontal tunneling in a former mine operation. Historical records
      dated in 1982 suggests 73,800 tons of indicated ore with an average grade of
      17.46 oz per ton silver and .218 oz per ton gold are unmined in the existing
      workings. Work to date indicates the mineralized zone should extend to
      dept h and
      along
      strike on the 2 main veins in the mine. Further drilling of these extensions
      is
      planned in 2008.





Quailey
      Mine Claim Group. 9 patented and 35 lode claims located 16 miles south east
      of
      Hawthorne, Nevada. Historical records indicate copper, gold and silver ores
      were
      mined from 4000 feet of developed mine workings.





Weepah
      Hills Claims Group. A contiguous group of 24 lode mining claims located
      approximately 30 miles southwest of Tonopah, Nevada. Several prospect pits
      and
      one main shaft which was reportedly operated as late as the 1960’s.





Dyer
      Claim Group. 19 lode mining claims located 5 miles east of Dyer, Nevada.
      Mineralization consists of copper-gold sulfides in quartz veins within limestone
      country rocks.





Sante
      Fe
      Claim Group. 27 lode claims on the west flanks of the Gabbs Valley and
      approximately 2 miles west of Corona Nevada. Sampling and mapping indicated
      significant gold and silver values potential in quartz veins within the Luning
      Formation.


20





Kope
      Scheelite Claim Group. 44 lode claims located 10 miles east of Mina, Nevada
      were
      recently mapped and indicate new strong gold, silver and copper mineralization
      along NW/SE bearing structures located at he Clay Peters mine.





Gold
      Point Claim Group. 15 lode mining claims located in Nye County in the Gold
      Point
      District about 10 miles NE of Current, Nevada. Mineralization from 0.5 to 10
      ppm
      gold was noted in shaley rocks adjacent to substantial Jasperoids on the
      property. The property is currently being surface mapped.





Montezuma
      Claim Group. 19 lode claims located 10 miles southwest of Goldfield, Nevada.
      The
      district produced silver-lead with small amounts of gold and bismuth according
      to historical records. Surface mapping will take place in May, 2008





Sylvania
      Claim Group, 30 lode claims located south of the Palmetto District. Historical
      records indicate minor silver-lead-gold and tungsten production on the
      property.




21





**SELECTED
      INFORMATION**


Three months ended
              March 31, 2008
            
            Three months ended
              March 31, 2007Revenues
            
            $
            Nil
            
            $
            NilNet
                Loss
            
            $
            925,900
            
            $
            381,726Loss
                per share-basic and diluted
            
            $
            (0.02
            )
            $
            (0.01
            )Nine months ended
              March 31, 2008
            
            
            Nine months ended
              March 31, 2007Revenues
            
            $
            Nil
            
            $
            NilNet
                Loss
            
            $
            2,472,571
            
            $
            2,485,113Loss
                per share-basic and diluted
            
            $
            (0.06
            )
            $
            (0.08
            )As at March 31, 2008
            
            
            As at June 30, 2007Total
                Assets
            
            $
            3,830,331
            
            $
            5,429,519Total
                Liabilities
            
            $
            171,854
            
            $
            3,769,934Cash
                dividends declared per share
            
            $
            Nil
            
            $
            Nil




The
      total
      assets as of June 30, 2007 includes cash and cash equivalents for $2,639,256,
      short-term investments for $1,124,059, prepaid expenses for $29,425, capital
      assets for $1,554,224 and unamortized debt issuance cost for $82,555. For the
      nine-month period ended March 31, 2008, total assets include cash and cash
      equivalents for $2,408,069, prepaid expenses and other receivables for $48,914,
      capital assets for $ 1,373,348 and unamortized debt issuance cost for $ Nil.




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





**Revenues**





No
      revenue was generated by the Company’s operations during the nine month and
      three-month periods ended March 31, 2008 and March 31, 2007.


22





**Net
      Loss**




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




The
      Company’s expenses are reflected in the Statements of Operation under the
      category of Operating Expenses. The significant components of expense that
      have
      contributed to the total operating expense are discussed as
      follows:





(a)
            General
                and Administrative Expense





Included
      in operating expenses for the three-month period ended March 31, 2008 is general
      and administrative expense of $472,568, as compared with $136,746 for the
      three-month period ended March 31, 2007. During the nine-month period ended
      March 31, 2008, the general and administrative expense was $1,189,262, as
      compared to $401,977 for the nine month period ended March 31, 2007. General
      and
      administrative expense represents approximately 46.8% of the total operating
      expense for the nine-month period ended March 31, 2008 and approximately 15.5%
      of the total operating expense for the nine-month period ended March 31, 2007.
      General and administrative expense represents professional, consulting, office
      and general and other miscellaneous costs incurred during the nine month and
      three month periods ended March 31, 2008 and March 31, 2007. The Company
      additionally expensed non-cash expense of $104,193 as stock based compensation
      (prior period $nil) and $670,750 being consulting expense relating to issue
      of
      stock to consultants (prior period $nil) during the nine month period ended
      March 31, 2008.





(b)
            Project
                Expense





Included
      in operating expenses for the three-month period ended March 31, 2008 is project
      expense of $409,490 as compared with $201,097 for the three-month period ended
      March 31, 2007. During the nine month period ended March 31, 2008, the project
      expense was $1,165,499 as compared to $2,017,697 during the nine month period
      ended March 31, 2007. Project expense is the most significant expense and it
      represents approximately 45.8% of the total operating expense for the nine-month
      period ended March 31, 2008 and approximately 77.8 % of the total operating
      expense for the nine-month period ended March 31, 2007. The significant project
      expense for nine month period ended March 31, 2007 and the nine month period
      ended March 31, 2008 are explained as follows:


23





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




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





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.





During
      the nine months ended March 31, 2008 the Company carried out drill programs
      on
      the Como Project, the Nivloc Project and the Pansy Lee Project totaling
      $610,748.





**Liquidity
      and Capital Resources**





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





March 31, 2008
            
            March 31, 2007Cash
                and cash equivalent
            
            $
            2,408,069
            
            $
            2,973,405Working
                capital
            
            $
            2,285,129
            
            $
            3,794,328Cash
                used in operating activities
            
            $
            (1,349,536
            )
            $
            (679,428
            )Cash
                provided in investing activities
            
            $
            1,118,349
            
            $
            135,918Cash
                provided by financing activities
            
            $
            Nil
            
            $
            2,966,140





Conversion
      of Debentures





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


24





The
      Shares issued upon conversion of the convertible debentures and the Shares
      underlying the warrants are subject to a lock-up agreement limiting their
      re-sale. 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.





**Subsequent
      Events**





Changes
      to Officers of the Company





The
      Board
      of Directors of the Company accepted the resignation of Stafford Kelley as
      Corporate Secretary of the Company, effective as of March 20, 2008. There were
      no disagreements between Mr. Kelley and the Company with regards to the
      Company’s operations, policies or practices. The Board agreed that the options
      granted to Mr. Kelley would not be cancelled on his departure and remain in
      effect for the balance of the original term of five years.





On
      April
      2, 2008, the Company appointed Joanne Hughes to the position of Corporate
      Secretary and Janet Shuttleworth to the position of Treasurer. In connection
      with their appointments, Ms. Hughes and Ms. Shuttleworth each were awarded
      200,000 options to purchase shares of the Company’s common stock at a price of
      $0.35 per share pursuant to the Company’s stock option plan. These options vest
      at the rate of 1/12 of the total grant each month until fully vested and have
      a
      five year term.





Commitments





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.





Subsequent
      to the quarter ended March 31, 2008, 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.





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.


25





**Off-Balance
      Sheet Arrangement**





The
      Company had no off- balance sheet arrangement as of March 31, 2008 and March
      31,
      2007.




**Contractual
      Obligations and Commercial Commitments**





The
      Company has entered into a one year renewable contract with Medallion Capital
      Corp. for consulting and corporate administrative services commencing as of
      May
      1, 2006, at a rate of $7,500 per month, which increased to $12,500 commencing
      February 2008. Medallion Capital Corp. was owned and controlled by the Company’s
      Corporate Secretary who later resigned effective March 20, 2008. During the
      nine-month period ended March 31, 2008, the Company paid $77,500 to Medallion
      Capital Corp. The Contract was mutually terminated effective as of April 30,
      2008.





On
      August
      21, 2006, the Company entered into an option agreement with Sage Associates,
      Inc. (“Sage”) to purchase 12 mineral claims in Lyon County, Nevada (the “Sage
      Option Agreement”). The Sage Option Agreement was subsequently amended and the
      following description describes the Sage Option Agreement as amended. The
      mineral claims covered by the Sage Option Agreement, including all claims that
      may be added during the term of the Agreement are collectively referred to
      herein as the “Como Claims”. The Company paid $20,000 upon execution of the Sage
      Option Agreement as an initial payment. In the first year of the Sage Option
      Agreement the Company staked up to 212
      claims adjoining the Como Claims (such claims to become subject to the Sage
      Option Agreement); commissioned a geophysical review of the property by a
      designated consultant; commissioned Sage as geological consultants at a rate
      of
      $400 per day to assist in establishing drill targets and complete a drill
      program consisting of 11 reverse calculation drill holes. The Company is
      required to invest not less than $500,000 to earn a 40% interest in the
      property. To date, the Company has spent over $428,000 on this property. In
      order to earn a 100% interest in the property after earning 40%, the Company
      is
      required to complete additional programs having an aggregate cost of not less
      than $500,000. Upon the first to occur of the second anniversary of the Sage
      Option Agreement or upon completion of programs totaling $1,000,000, Silver
      Reserve is required to issue to Sage 500,000 shares of its common stock, as
      fully paid and non assessable shares. In addition, Silver Reserve shall make
      advance royalty payment in the amount of $10,000 on each anniversary date of
      this Agreement and continuing after the Option is fully exercised, until Sage
      has received a total of $100,000 or until a feasibility study recommending
      the
      Property be put into production has been completed, which ever shall occur
      first. All advance royalty payments shall be applied to the reduction of any
      future royalty payments due under the NSR royalty.




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


26





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





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





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





On
      July
      9, 2007, the Company obtained Directors’ and Officers’ Insurance in the amount
      of $1,000,000 at an annual premium of $18,911. On August 20, 2007, the Company
      increased the coverage to $3,000,000 for an additional premium of
      $22,989.





On
      August
      29, 2007, the Board of Directors authorized the execution of a contract with
      a
      drilling company to commence drilling on the Como property, under option from
      Sage Associates, at an estimated cost of $250,000. An advance of $123,610 was
      made on this contract on October 4, 2007. The contract was completed on November
      2, 2007 at a total cost of $176,705.





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. Brenham 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’s possession. Costa must return
      any unearned Shares if the agreement is terminated early.


27





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





On
      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
      includes 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 (the “Endeavor Consulting 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 Endeavor Consulting Agreement, the Company is required to issue
      Endeavor 25,000 shares of restricted common stock of the Company each month
      and
      pay Endeavor $5,000 each month during the term of the Endeavor Consulting
      Agreement. Either party may terminate the Endeavor Consulting Agreement upon
      30-days’ prior written notice.





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





**Critical
      Accounting Policies**





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




28


**Acquisition,
      Exploration and Evaluation Expenditures**




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




**CONTROLS
      AND PROCEDURES**





(a)
            Disclosure
                Controls and Procedures. The Company's management, with the participation
                of the principal executive officer and principal financial officer,
                respectively, has evaluated the effectiveness of the Company's disclosure
                controls and procedures (as such term is defined in Rules 13a-15(e)
                and
                15d-15(e) under the Securities Exchange Act of 1934, as amended (the
                "Exchange Act") as of the end of the March 31, 2008. Based on such
                evaluation, the principal executive officer and principal financial
                officer of the Company, respectively, have concluded that the Company's
                disclosure controls and procedures are
                effective.





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





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




**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:


29





-
            further
                exploration of our properties and the results of that
                exploration.





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





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





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




2.
            THE
                COMPANY IS HIGHLY DEPENDENT UPON ITS OFFICERS AND DIRECTORS. BECAUSE
                OF
                THEIR INVOLVEMENT IN OTHER SIMILAR BUSINESSES WHICH MAY BE COMPETITORS,
                THEY MAY HAVE A CONFLICT OF
                INTEREST.





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





3.
            THE
                COMPANY COULD ENCOUNTER REGULATORY AND PERMITTING
                DELAYS.





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





4.
            THERE
                ARE PENNY STOCK SECURITIES LAW CONSIDERATIONS THAT COULD LIMIT YOUR
                ABILITY TO SELL YOUR SHARES.





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


30


**PART
      II: OTHER INFORMATION**




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





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




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




Conversion
      of Debentures





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





The
      Shares issued upon conversion of the convertible debentures and the Shares
      underlying the warrants are subject to a lock-up agreement limiting their
      re-sale. 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.





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





None.





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





None.





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


31




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





Exhibits





(a)


10.1  Consulting
      Services Agreement between the Company and Lance Capital Ltd. dated as of May
      1,
      2008





31.1
      Certification of Chief Executive Officer  pursuant
      to Section 302 of the Act of the Sarbanes-Oxley Act 2002.




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




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





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





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





Current
      Report on Form 8-K, “Item 8.01 and 9.01 – Other Events”, dated March 31,
      2008.





Current
      Report on Form 8-K, “Item 8.01 and 9.01 – Other Events”, dated March 31,
      2008.





Current
      Report on Form 8-K, “Item 5.02 – Appointment of Principal Officers,” dated April
      4, 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:
                May 14, 2008
            /s/
                Joanne HughesJoanne
                Hughes, Corporate Secretary




32