**UNITED
        STATES**
 **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, 2007
 
 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: (416) 865-9790
 
 Check
        whether the issuer (1) filed all reports required to be filed by Section
        13 or
        15 (d) of the Exchange Act during the past 12 months (or such shorter period
        that the registrant was required to file such reports), and (2) has been
        subject
        to such filing requirements for the past 90 days.
 
 YES
o  NO x
 
 State
        the
        number of shares outstanding of each of the issuer's classes of common equity,
        as of the latest practicable date:
 
 Class
              
              Outstanding
                  As of March 31, 2007Common
                  Shares $ .0001 par value
              
              33,323,839




**SILVER
      RESERVE CORP.**


**(FORMERLY
      54836 CORP.)**


**(AN
      EXPLORATION STAGE COMPANY)**




INTERIM
      FINANCIAL STATEMENTS




MARCH
      31,
      2007




(Amounts
      expressed in US Dollars)




(Unaudited)




**CONTENTS**





Interim
                Balance Sheets as of March 31, 2007 and June 30,
                2006
            
            
            3Interim
                Statements of Operations for the nine months and three
                months ended March 31, 2007 and March 31, 2006
            
            
            4Interim
                Statements of Changes in Stockholders' Equity for the
                nine months ended March 31, 2007 and for the period from inception
                (June
                3, 1999) to June 30, 2006.
            
            
            5Interim
                Statements of Cash Flows for the nine months ended
                March 31, 2007 and March 31, 2006.
            
            
            6Condensed
                Notes to Interim Financial
                Statements
            
            
            7
                - 13




-2-




**SILVER
      RESERVE CORP.**


**(FORMERLY
      54836 CORP.)**


**(AN
      EXPLORATION STAGE COMPANY)**


Interim
      Balance Sheets as at


March
      31 ,
      2007
      and June 30, 2006


(Amounts
      expressed in US Dollars)


(Unaudited)


March
                31,
            
            June
                30,2007
            
            2006$
            
            $**ASSETS****Current**Cash
            
            
            2,973,405
            
            
            550,775Short-term
                investments
            
            
            1,013,144
            
            
            1,154,324Prepaid
                expenses and other receivables
            
            
            7,553
            
            
            2,789**Total
                Current Assets**
            
            
            3,994,102
            
            
            1,707,888**Plant
                and Equipment, net**(note 5)
            
            
            1,625,383
            
            
            27,182**Debt
                Issuance Costs**,
                less amortization of$121,264
                during nine months ended March 31, 2007 (note 4)
            
            
            123,383
            
            
            71,032**Total
                Assets**
            
            
            5,742,868
            
            
            1,806,102LIABILITIES**Current**Accounts
                payable
            
            
            42,632
            
            
            24,802Accrued
                liabilities (Note 9)
            
            
            157,142
            
            
            153,210**Total
                Current Liabilities**
            
            
            199,774
            
            
            178,012**Convertible
                Debentures**(note
                6)
            
            
            3,553,224
            
            
            1,022,141**Total
                Liabilities**
            
            
            3,752,998
            
            
            1,200,153**Commitments
                and Contingencies**(note 10)STOCKHOLDERS'
                EQUITYCapital
                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, 33,323,839
                issued
                and outstanding
            
            
            3,332
            
            
            1,641**Additional
                Paid-in Capital**
            
            
            4,566,030
            
            
            698,687**Deficit
                Accumulated During the Exploration Stage**
            
            
            (2,579,492
            )
            
            (94,379
            )**Total
                Stockholders' Equity**
            
            
            1,989,870
            
            
            605,949**Total
                Liabilities and Stockholders' Equity**
            
            
            5,742,868
            
            
            1,806,102






See
      Condensed notes to the Interim Financial Statements


-3-




**SILVER
      RESERVE CORP.**


**(FORMERLY
      54836 CORP.)**


**(AN
      EXPLORATION STAGE COMPANY)**


Interim
      Statements of Operations


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


(Amounts
      expressed in US Dollars)


(Unaudited)




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
            
            2007
            
            2006
            
            2007
            
            2006$
            
            $
            
            $
            
            $
            
            $**Revenues**
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —**Operating
                Expenses**General
                and administration
            
            
            498,429
            
            
            401,977
            
            
            925
            
            
            136,746
            
            
            925Project
                expenses (Note 7)
            
            
            2,017,697
            
            
            2,017,697
            
            
            —
            
            
            201,097
            
            
            —Amortization
            
            
            173,718
            
            
            173,101
            
            
            —
            
            
            73,687
            
            
            —**Total
                Operating Expenses**
            
            
            2,689,844
            
            
            2,592,775
            
            
            925
            
            
            411,530
            
            
            925**Loss
                from Operations**
            
            
            (2,689,844
            )
            
            (2,592,775
            )
            
            (925
            )
            
            (411,530
            )
            
            (925
            )Other
                income-interest
            
            
            162,509
            
            
            158,540
            
            
            —
            
            
            47,070
            
            
            —Interest
            
            
            (52,157
            )
            
            (50,878
            )
            
            —
            
            
            (17,266
            )
            
            —**Loss
                before Income Taxes**
            
            
            (2,579,492
            )
            
            (2,485,113
            )
            
            (925
            )
            
            (381,726
            )
            
            (925
            )Provision
                for income taxes
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —**Net
                Loss**
            
            
            (2,579,492
            )
            
            (2,485,113
            **)**
            
            (925
            )
            
            (381,726
            )
            
            (925
            )**(Loss)
                per Weighted Average Number****of
                Shares Outstanding****-Basic
                and Fully Diluted**
            
            
            
            
            
            (0.08
            )
            
            (925
            )
            
            (0.01
            )
            
            (925
            )**Basic
                Weighted Average Number****of
                Shares Outstanding During the Periods****-Basic
                and Fully Diluted**
            
            
            
            
            
            30,251,632
            
            
            1
            
            
            33,323,839
            
            
            1






See
      condensed notes to the Interim Financial Statements


-4-




**SILVER
      RESERVE CORP.**


**(FORMERLY
        54836 CORP.)**
 **(AN
        EXPLORATION STAGE COMPANY)**
 Interim
        Financial Statements of Changes in Stockholders'
        Equity
 From
        Inception to March 31, 2007
 (Amounts
        expressed in US Dollars)
 (Unaudited)


**Deficit****Accumulated****Common
                Stock**
            
            **Additional**
            
            **during
                the**
            
            **Total****Number**
            
            
            
            **Paid-in**
            
            **Exploration**
            
            **Stockholders'****of
                Shares**
            
            **Amount**
            
            **Capital**
            
            **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
            
            
            3,024
            
            
            —Cancelled
                shares
            
            
            (1
            )
            
            —
            
            
            (1
            )
            
            (1
            )
            
            —Common
                shares issued for nil consideration (note 7)
            
            
            14,360,000
            
            
            1,436
            
            
            (1,436
            )
            
            —
            
            
            —Common
                shares issued for cash
            
            
            2,050,000
            
            
            205
            
            
            414,795
            
            
            —
            
            
            415,000Subscription
                for stock
            
            
            
            
            
            
            
            
            300,000
            
            
            —
            
            
            300,000Stock
                issuance cost
            
            
            —
            
            
            —
            
            
            (24,500
            )
            
            —
            
            
            (24,500
            )Net
                (loss)
            
            
            —
            
            
            —
            
            
            —
            
            
            (87,574
            )
            
            (87,574
            )Balance,
                June 30, 2006
            
            
            16,410,000
            
            
            1,641
            
            
            698,687
            
            
            (94,379
            )
            
            605,949Common
                shares issued for cash
            
            
            3,395,739
            
            
            340
            
            
            548,595
            
            
            —
            
            
            548,935Common
                shares issued to agents in lieu of commission for placement of common
                shares and convertible debentures
            
            
            1,064,000
            
            
            106
            
            
            265,894
            
            
            —
            
            
            266,000Common
                shares issued for acquisition of interests in mineral
                claims
            
            
            3,540,600
            
            
            354
            
            
            884,796
            
            
            —
            
            
            885,150Common
                shares issued for acquisition of interests in mineral
                claims
            
            
            1,850,000
            
            
            185
            
            
            462,315
            
            
            —
            
            
            462,500Common
                shares issued for acquisition of interests in a refinery
            
            
            88,500
            
            
            9
            
            
            22,116
            
            
            —
            
            
            22,125Common
                shares issued for purchase of a mill with capital
                equipments
            
            
            6,975,000
            
            
            697
            
            
            1,743,053
            
            
            —
            
            
            1,743,750Stock
                issuance cost
            
            
            (59,426
            )
            
            
            
            
            (59,426
            )Net
                (loss) for the nine month period ended March 31, 2007
            
            
            —
            
            
            —
            
            
            —
            
            
            (2,485,113
            )
            
            (2,485,113
            )Balance
                March 31, 2007
            
            
            33,323,839
            
            
            3,332
            
            
            4,566,030
            
            
            (2,579,492
            )
            
            1,989,870






See
      condensed notes to the Interim Financial Statements


-5-




**SILVER
      RESERVE CORP.**


**(FORMERLY
      54836 CORP.)**


**(AN
      EXPLORATION STAGE COMPANY)**


Interim
      Statements of Cash Flows


For
      the
      nine months ended March 31, 2007 and March 31, 2006


(Amounts
      expressed in US Dollars)


(Unaudited)




CumulativeSince
            
            March
                31,
            
            March
                31,Inception
            
            2007
            
            2006**Cash
                Flows from Operating Activities**Net
                loss
            
            
            (2,579,492
            )
            
            (2,485,113
            )
            
            (925
            )Adjustment
                for:Depreciation
            
            
            173,718
            
            
            173,101
            
            
            —Amortization
                of debt issuance cost
            
            
            124,107
            
            
            121,264
            
            
            —Shares
                issued for mineral claims, as part of project expenses
            
            
            1,347,650
            
            
            1,347,650Interest
                accrued on convertible debentures
            
            
            51,990
            
            
            50,878Changes
                in non-cash working capitalPrepaid
                expenses
            
            
            (7,553
            )
            
            (4,764
            )
            
            —Accounts
                payable
            
            
            42,632
            
            
            17,830
            
            
            925Accrued
                liabilities relating to operating activities
            
            
            157,142
            
            
            99,726
            
            
            —Net
                cash used in operating activities
            
            
            (689,806
            )
            
            (679,428
            )
            
            —**Cash
                Flows from Investing Activities**Decrease
                (Increase) in Short-term investments
            
            
            (1,013,144
            )
            
            141,180
            
            
            —Acquisition
                of plant and equipment
            
            
            (35,560
            )
            
            (7,762
            )Sale
                of plant and equipment
            
            
            2,500
            
            
            2,500Net
                cash provided (used in) investing activities
            
            
            (1,046,204
            )
            
            135,918
            
            
            —**Cash
                Flows from Financing Activities**Issuance
                of common shares for cash
            
            
            1,271,348
            
            
            548,935
            
            
            —Issuance
                of convertible debentures (note 6)
            
            
            3,501,067
            
            
            2,480,205
            
            
            —Stock
                and debenture placement commissions paid in cash
            
            
            (63,000
            )
            
            (63,000
            )Net
                cash provided by financing activities
            
            
            4,709,415
            
            
            2,966,140
            
            
            —Net
                Change in Cash
            
            
            2,973,405
            
            
            2,422,630
            
            
            —Cash-
                beginning of period
            
            
            —
            
            
            550,775
            
            
            —Cash
                - end of period
            
            
            2,973,405
            
            
            2,973,405
            
            
            —Supplemental
                Cash Flow InformationInterest
                paid
            
            
            —
            
            
            —
            
            
            —Income
                taxes paid
            
            
            —
            
            
            —
            
            
            —






See
      condensed notes to the Interim Financial Statements


-6-


**SILVER
        RESERVE CORP.**
 **(FORMERLY
        54836 CORP.)**
 **(AN
        EXPLORATION STAGE COMPANY)**
 **Condensed
        Notes to Interim Financial
        Statements**
 **March
        31, 2007**
 **(Amounts
        expressed in US Dollars)**
 **(Unaudited)**


**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,
      2007.
      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 $2,579,492
      from inception to March 31, 2007. The Company has funded operations through
      the
      issuance of capital stock and convertible debentures. In May and June 2006,
      the
      Company closed a private placement of its common stock for gross proceeds of
      $415,000. During the nine-month period ended March 31, 2007 the Company raised
      $848,935 (including $300,000 received in prior year as stock subscription)
      through private placements of its common stock for cash. The Company also issued
      Convertible Debentures for $1,020,862 during the year ended June 30, 2006 and
      an
      additional $2,480,205 during the nine-month period ended March 31, 2007.
      Management's plan is to continue raising additional funds through future equity
      or debt financing until it achieves profitable operations from its silver
      extraction activities.


-7-




**SILVER
      RESERVE CORP.**


**(FORMERLY
        54836 CORP.)**
 **(AN
        EXPLORATION STAGE COMPANY)**
 **Condensed
        Notes to Interim Financial Statements**
 **March
        31, 2007**
 **(Amounts
        expressed in US Dollars)**
 **(Unaudited)**


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





**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.




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





-8-


**SILVER
        RESERVE CORP.**
 **(FORMERLY
        54836 CORP.)**
 **(AN
        EXPLORATION STAGE COMPANY)**
 **Condensed
        Notes to Interim Financial Statements**
 **March
        31, 2007**
 **(Amounts
        expressed in US Dollars)**
 **(Unaudited)**


**March
                31, 2007**
            
            
            
            **June
                30, 2006****Accumulated**
            
            
            
            **Accumulated****Cost**
            
            **Depreciation**
            
            **Cost**
            
            **Depreciation****$**
            
            **$**
            
            **$**
            
            **$**Office,
                furniture and fixtures
            
            
            16,818
            
            
            2,496
            
            
            12,820
            
            
            211Computer
                equipment
            
            
            3,761
            
            
            674
            
            
            1,666
            
            
            41Leasehold
                improvements
            
            
            13,759
            
            
            3,755
            
            
            13,313
            
            
            365Plant
                and Machinery
            
            
            1,512,619
            
            
            132,354
            
            
            —
            
            
            —Tools
            
            
            5,400
            
            
            767
            
            
            —
            
            
            —Vehicles
            
            
            34,833
            
            
            4,064
            
            
            —
            
            
            —Consumables
            
            
            64,197
            
            
            18,724
            
            
            —
            
            
            —Molds
            
            
            900
            
            
            157
            
            
            —
            
            
            —Mobile
                Equipment
            
            
            71,797
            
            
            8,376
            
            
            —
            
            
            —Factory
                Buildings
            
            
            74,849
            
            
            2,183
            
            
            —
            
            
            —1,798,933
            
            
            173,550
            
            
            27,799
            
            
            617Net
                carrying amount
            
            
            
            
            
            1,625,383
            
            
            27,182




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




During
      the year ended June 30, 2006, the Company issued convertible debentures for
      a
      total of $1,020,862.




During
      the nine month period ended March 31, 2007 the Company issued convertible
      debentures for a total of $2,480,205.




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




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




Each
      convertible debenture is convertible into “Units” consisting of one common share
      of the Company (a “Share”) and one common share purchase warrant (a “Warrant”)
      at the rate of one Unit for each $0.50 of principal under the Convertible
      Debenture at the time of conversion. The Corporation reserves the right to
      pay
      interest in cash or Shares at its option. Each Warrant entitles the holder
      to
      purchase one Share at $0.75 per Share for a term of 12 months following issuance
      of a Warrant. The convertible debentures are convertible at any time follow
      the
      registration of the Shares underlying the Units and the Warrants and before
      maturity of the convertible debentures.


-9-




**SILVER
      RESERVE CORP.**


**(FORMERLY
        54836 CORP.)**
 **(AN
        EXPLORATION STAGE COMPANY)**
 **Condensed
        Notes to Interim Financial Statements**
 **March
        31, 2007**
 **(Amounts
        expressed in US Dollars)**
 **(Unaudited)**


The
      Shares to be issued upon conversion of the convertible debentures and the Shares
      underlying the Warrants will be restricted securities unless registered under
      the United States Securities Act of 1933, as amended, or resold in compliance
      with an exemption from such registration. The Company has filed a registration
      statement on Form SB-2 with the SEC to permit the resale of the Shares to be
      issued upon conversion of the convertible debentures and the Shares underlying
      the Warrants as free trading securities.




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




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




Year
      ended June 30, 2006




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




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




Nine
      months ended March 31, 2007




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




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




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.


-10-




**SILVER
      RESERVE CORP.**


**(FORMERLY
        54836 CORP.)**
 **(AN
        EXPLORATION STAGE COMPANY)**
 **Condensed
        Notes to Interim Financial Statements**
 **March
        31, 2007**
 **(Amounts
        expressed in US Dollars)**
 **(Unaudited)**


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.




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




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




**Warrants**




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




Issued
            
            Expiration
                Date
            
            Exercise
                PriceJuly
                6, 2006
            
            
            June
                30, 2007
            
            $
            175,000July
                26, 2006
            
            
            June
                30, 2007
            
            
            67,128August
                2, 2006
            
            
            June
                30, 2007
            
            
            107,979$
            350,107




**7.**
            **Employee
                Stock Option Plan**




In
      April
      2006, the Board of Directors approved an employee stock option plan ("2006
      Stock
      Option Plan"), the purpose of which is to enhance the Company's stockholder
      value and financial performance by attracting, retaining and motivating the
      Company's officers, directors, key employees, consultants and its affiliates
      and
      to encourage stock ownership by such individuals by providing them with a means
      to acquire a proprietary interest in the Company's success through stock
      ownership. Under the 2006 Stock Option Plan, officers, directors, employees
      and
      consultants who provide services to the Company may be granted options to
      acquire common shares of the Company at not less than 110 percent of the fair
      market value of the stock on the date of grant. Options will have a term of
      10
      years. The total number of shares reserved for issuance under the 2006 Stock
      Option Plan is 5,000,000. As
      of
      March 31, 2007, no options have been granted under the 2006 Stock Option
      Plan.


-11-


**SILVER
        RESERVE CORP.**
 **(FORMERLY
        54836 CORP.)**
 **(AN
        EXPLORATION STAGE COMPANY)**
 **Condensed
        Notes to Interim Financial Statements**
 **March
        31, 2007**
 **(Amounts
        expressed in US Dollars)**
 **(Unaudited)**
   **8.**
              **Stock
                  Based Compensation**





In
      December 2004, the Financial Accounting Standards Board (FASB) issued Statement
      of Financial Accounting Standards No. 123 (Revised 2004), “Share-Based Payment”
(SFAS 123 (R)). SFAS 123 (R) requires companies to recognize compensation cost
      for employee services received in exchange for an award of equity instruments
      based on the grant-date fair value of the award. The Company adopted the
      provisions of SFAS 123 (R) on July
      1,
      2006 using the “modified prospective” application method of adoption which
      requires the Company to record compensation cost related to unvested stock
      awards as of June 30, 2006 by recognizing the unamortized grant date fair value
      of these awards over the remaining service periods of those awards with no
      change in historical reported earnings. As a result of using this method, the
      financial statements for the year ended June 30, 2006 were not restated for
      the
      impact of stock-based compensation expense. Awards granted after June 30, 2006
      are valued at fair value in accordance with the provisions of SFAS 123 (R)
      and
      recognized on a straight line basis over the service periods of each award.
      The
      Company has not issued any stock options to any of its employees as of March
      31,
      2007.





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





Includes
      Management’s estimated costs of $150,000 for completion of the clean up of the
      mill and resolutions to meet the United States Bureau of Land Management
      requirements (prior period Nil).





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




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




On
      August
      21, 2006, the Company entered into an Option Agreement to acquire mineral claims
      in the state of Nevada. The Company paid $20,000 on signing and agreed, among
      other things, to complete a $500,000 drilling and exploration program prior
      to
      the first anniversary, 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 drilling on the claims prior to the second anniversary. The property
      is
      subject to a 2.1% Net Smelter Return royalty payment with advance royalty
      payments of $10,000 per annum up to a maximum of $100,000 or until a
      feasibility study is completed recommending the property be put into production,
      which ever occurs first.




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




During
      the nine-month and three-month periods ended March 31, 2007, the Company paid
      $67,500 and $22,500 respectively to a Corporation owned by an officer of the
      Company for consulting services (refer to note 10).





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





On
      April
      10, 2007, the Board granted stock options to seven (7) Officers, Directors
      and
      Consultants to purchase 250,000 common shares each at an exercise price of
      $0.50/per share or the closing price on the first day the Company’s shares trade
      on the OTCBB, which ever is highest.


-12-




**SILVER
      RESERVE CORP.**


**(FORMERLY
        54836 CORP.)**
 **(AN
        EXPLORATION STAGE COMPANY)**
 **Condensed
        Notes to Interim Financial Statements**
 **March
        31, 2007**
 **(Amounts
        expressed in US Dollars)**
 **(Unaudited)**


These
      options are granted in accordance with the terms of the Company’s 2006 Stock
      Option Plan and shall vest at the rate of 1/12 each month until fully vested.
      Should any of the above parties leave their position or be discharged from
      the
      Company, no further vesting will take place as of the date they leave or are
      discharged. The options granted are for a term of 5 years.





The
      Board
      also granted options to two other consultants to purchase 50,000 common shares
      at a price of $0.50 per share or the closing price on the first day the
      Company’s shares trade on the OTCBB which ever is the higher price.





These
      options are granted in accordance with the terms of the Company’s 2006 Stock
      Option Plan and shall vest at the rate of 1/12 each month until fully vested.
      Should any of the above parties leave their position or be discharged from
      providing services to the Company, no further vesting will take place as of
      the
      date they leave or are discharged. The options granted are for a term of 5
      years.


-13-




**MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF**


**FINANCIAL
      CONDITION AND RESULTS OF OPERATION**


**FOR
      THE THREE AND NINE MONTH PERIOD ENDED MARCH 31, 2007**





PLAN
      OF
      OPERATIONS





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





**Discussion
      of Operations & Financial Condition**


**Three
      and Nine Month Period ended March 31, 2007**





Silver
      Reserve Corp. has no source of revenue and we continue to operate at a loss.
      We
      expect our operating losses to continue for so long as we remain in an
      exploration stage and perhaps thereafter. As at June 30, 2006, we had
      accumulated losses of $94,379. As of March 31, 2007 we had accumulated losses
      of
      $2,579,492. Our ability to emerge from the exploration stage and conduct mining
      operations is dependent, in large part, upon our raising additional equity
      financing.





As
      described in greater detail below, the Company’s major endeavor over the year
      ended June 30,
      2006
      and nine-month period ended March 31, 2007 has been its effort to raise
      additional capital to pursue its exploration activities and to meet its
      obligations relating to the grant of options to acquire interest in the mineral
      claims available from Sage Associates Inc.





Having
      obtained material financing, we are now moving forward to explore the properties
      and claims acquired and to implement exploration programs.





**SELECTED
      INFORMATION**


Three
                months ended
            
            Three
                months endedMarch
                31, 2007
            
            March
                31, 2006Revenues
            
            $
            Nil
            
            $
            NilNet
                Loss
            
            $
            381,726
            
            $
            925Loss
                per share-basic and diluted
            
            $
            (0.01
            )
            $
            (925
            )





Nine
                months ended
            
            Nine
                months endedMarch
                31, 2007
            
            March
                31, 2006Revenues
            
            $
            Nil
            
            $
            NilNet
                Loss
            
            $
            2,485,113
            
            $
            925Loss
                per share-basic and diluted
            
            $
            (0.08
            )
            $
            (925
            )





-14-




As
                at
            
            As
                atMarch
                31, 2007
            
            June
                30, 2006Total
                Assets
            
            $
            5,742,868
            
            $
            1,806,102Total
                Liabilities
            
            $
            3,752,998
            
            $
            1,200,153Cash
                dividends declared per share
            
            
            Nil
            
            
            Nil




The
      total
      assets for the year ended June 30, 2006 includes cash and cash equivalents
      for
      $550,775, short-term investments for $1,154,324, prepaid expenses for $2,789,
      capital assets for $27,182 and unamortized debt issuance cost for $71,032.
      For
      the nine-month period ended March 31, 2007, total assets include cash and cash
      equivalents for $2,973,405, short-term investments for $1,013,144, prepaid
      expenses and other receivables for $7,553, capital assets for $1,625,383 and
      unamortized debt issuance cost for $123,383. The current assets increased
      significantly from $1,707,888 on June 30, 2006 to $3,994,102 on March 31, 2007.
      The increase in current assets arose as the company received funds on the issue
      of convertible debentures for total consideration of $2,480,205 during the
      quarter ended September 30, 2006 and additional cash of $548,935 received
      through the issue of common shares.





**Revenues**





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





**Net
      Loss**





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





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





(a)
              General
                  and Administrative
                  Expense




Included
      in operating expenses for the three-month period ended March 31, 2007 is general
      and administrative expense of $136,746, as compared with $925 for the
      three-month period ended March 31, 2006. During the nine-month period ended
      March 31, 2007, the general and administrative expense was $401,977 as compared
      to $925 for the nine-month period ended March 31, 2006. General and
      administrative expense represents approximately 33% of the total operating
      expense for the three-month period ended March 31, 2007 and approximately 16%
      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 three and nine
      month periods ended March 31, 2007.


-15-





(b)
            Project
                Expense





Included
      in operating expenses for the three-month period ended March 31, 2007 is project
      expenses of $201,097 as compared with $Nil for the three-month period ended
      March 31, 2006. During the nine-month period ended March 31, 2007, the project
      expense was $2,017,697 as compared to $Nil for the nine-month period ended
      March
      31, 2006. Project expense is the most significant expense and it represents
      approximately 78% of the total operating expense for the nine-month period
      ended
      March 31, 2007.





The
      significant components of this expense are as follows:




On
      August
      31, 2006 the Company issued 3,540,600 common shares to Mojave Silver Company
      Inc., a Nevada Corporation, for purchase of its 100% 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 was expensed
      to
      the income statement as Project expenses.




On
      August
      31, 2006 the Company issued 1,850,000 common shares to Anglo Gold Mining Inc.,
      a
      Nevada Corporation, for purchase of its 100% 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 was expensed to the income
      statement as Project expenses.




On
      March
      31, 2007, the Company accrued $150,000 being the estimated costs to clean up
      the
      mill and resolution of potential regulatory violations to meet the United States
      Bureau of Land Management requirements.





**Liquidity
      and Capital Resources**





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





March
                31, 2007
            
            March
                31, 2006Cash
                and cash equivalent
            
            $
            2,973,405
            
            $
            nilWorking
                capital
            
            $
            3,794,328
            
            $
            (925
            )Cash
                used in operating activities
            
            $
            (679,428
            )
            $
            nilCash
                used in investing activities
            
            $
            135,918
            
            $
            nilCash
                provided by financing activities
            
            $
            2,966,140
            
            $
            nil




As
      at
      March 31, 2007 the Company had working capital of $3,794,328 as compared to
      $nil
      as of March 31, 2006. During the nine-month period ended March 31, 2007 the
      Company raised (net) $2,966,140 by issuing common shares and convertible
      debentures for cash. As of March 31, 2007 the Company had short term investments
      of $1,013,144.


-16-




**Off-Balance
      Sheet Arrangement**





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





**Contractual
      Obligations and Commercial Commitments**





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





On
      August
      21, 2006, the Company entered into an Option Agreement to acquire mineral claims
      in the state of Nevada. The Company paid $20,000 on signing and agreed, among
      other things, to complete a $500,000 drilling and exploration program prior
      to
      the first anniversary of the contract, 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 drilling on the claims prior to the second
      anniversary of the contract. 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.





We
      expect
      to contract for all work on the Properties with independent contractors in
      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 financing in order to proceed with our plan of exploration for
      an
      economic ore body. We presently do not have any commitments in place to finance
      this exploration and there is no assurance that the necessary financing will
      be
      obtained. If we are unable to secure new financing, then 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.





**Acquisition,
      Exploration and Evaluation Expenditures**





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


-17-





**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, 2007. Based on such evaluation, the principal
                executive officer and principal financial officer of the Company,
                respectively, have concluded that the Company's disclosure controls
                and
                procedures are effective.





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





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





**RISK
      FACTORS**





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





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





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





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





-
            raising
                capital to develop our mineral properties, establish a mining operation,
                and 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 mineral properties.
      Failure to raise the necessary capital to continue exploration could cause
      the
      Company to go out of business.


-18-





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





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





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





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





4.
            THE
                COMPANY COULD ENCOUNTER REGULATORY AND PERMITTING
                DELAYS.





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





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





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


-19-




**PART
      II: OTHER INFORMATION**







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





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





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





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





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





The
      foregoing private placement was exempt from registration under the Securities
      Act of 1933, as amended (the “Securities Act”) pursuant to an exemption afforded
      by Regulation S promulgated under the Securities Act (“Regulation S”). Each of
      the foregoing investors is a non-“U.S. Person” as that term is defined in Rule
      902 of Regulation S. In addition, each of the foregoing investors gave the
      Company an undertaking in a subscription agreement to abide by the re-sale
      restrictions contained in Regulation S.





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





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




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The
      foregoing private placement was exempt from registration under the Securities
      Act pursuant to an exemption afforded by Regulation S. Each of the foregoing
      investors is a non-“U.S. Person” as that term is defined in Rule 902 of
      Regulation S. In addition, each of the foregoing investors gave the Company
      an
      undertaking in a subscription agreement to abide by the re-sale restrictions
      contained in Regulation S.





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





**Company**
            
            **Issue
                Date**
            
            **Amount**Royal
                Trust ITF
              AIG
                Global Investment Corp. (Can)
            
            
            7/4/2006
            
            $
            729,137.50Capital
                One Asset Management Limited
            
            
            6/27/2006
            
            $
            63,831.50NBCN
                Clearing Inc. ITF
              Deesons
                Investments Ltd.
            
            
            7/26/2006
            
            $
            223,406.00NBCN
                Clearing Inc. ITF
              Diamond
                Investment Holdings Ltd.
            
            
            7/26/2006
            
            $
            223,406.00NBCN
                Clearing Inc. ITF
              Dr.
                T. Chen Fong
            
            
            7/26/2006
            
            $
            150,000.00NBCN
                Clearing Inc. ITF
              Brenda
                Mackie
            
            
            7/26/2006
            
            $
            74,468.00NPT
                Fund
            
            
            7/10/2006
            
            $
            875,000.00NPT
                Fund
            
            
            8/2/2006
            
            $
            204,787.25Richard
                Patricio
            
            
            6/27/2006
            
            $
            18,229.00Gundyco
                ITF
              Pinetree
                Resource Partnership
            
            
            6/5/2006
            
            $
            875,000.00Mike
                Riccardi
            
            
            6/27/2006
            
            $
            63,802.00





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





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





The
      foregoing private placement of Convertible Debentures was exempt from
      registration under the Securities Act pursuant to an exemption afforded by
      Regulation S. Each of the foregoing investors is a non-“U.S. Person” as that
      term is defined in Rule 902 of Regulation S. In addition, each of the foregoing
      investors gave the Company an undertaking in a subscription agreement to abide
      by the re-sale restrictions contained in Regulation S.


-21-





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





None.





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





None.





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








**ITEM
      6:**  **EXHIBITS
      & REPORTS ON FORM 8-K**





Exhibits




(a)
            31.1
            Certification of Chief Executive
              Officer. 31.2
            Certification
                of Chief Financial Officer.


32.1
            Certificate
                of Chief Executive Officer and Chief Financial
                Officer.




-22-




**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.





**SILVER
              RESERVE CORP.**Date: May
              14,
              2007
            By:
            /s/ Stafford
              KelleyName:  
                Stafford Kelley
              Title:     Secretary






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