**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 September 30, 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: 905 845-1073





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




YES o    NO x
  State
        the
        number of shares outstanding of each of the issuer's classes of common equity,
        as of the latest practicable date:


Class
              
              Outstanding
                  As of September 30, 2007Common
                  Shares $ .0001 par value
              
              36,323,839







**SILVER
        RESERVE CORP.**
 **(FORMERLY
        54836 CORP.)**
 **(AN
        EXPLORATION STAGE COMPANY)**
  INTERIM
        FINANCIAL STATEMENTS
  SEPTEMBER
        30, 2007
  (Amounts
        expressed in US Dollars)
  (Unaudited-Prepared
        by Management)
  **CONTENTS**
 Interim
                    Balance Sheets as of September 30, 2007 and June 30,
                    2007
                
                
                3Interim
                    Statements of Operations for the three months ended September
                    30, 2007
                    andSeptember
                    30, 2006
                
                
                4Interim
                    Statements of Changes in Stockholders' Equity for the three months
                    endedSeptember
                    30, 2007 and September 30, 2006.
                
                
                5Interim
                    Statements of Cash Flows for the three months ended September
                    30,
                    2007and
                    September 30, 2006.
                
                
                6Condensed
                    Notes to Interim Financial Statements
                
                
                7
                    - 16
 2
  **SILVER
        RESERVE CORP.**
 **(FORMERLY
        54836 CORP.)**
 **(AN
        EXPLORATION STAGE MINING COMPANY)**
 Interim
        Balance Sheets as at
 September
        30, 2007 and June 30, 2007
 (Amounts
        expressed in US Dollars)
 (Unaudited-Prepared
        by Management)
 Sept
                    30,
                
                June
                    30,2007
                
                2007$
                
                $**ASSETS****Current**Cash
                    and cash equivalents
                
                
                3,342,737
                
                
                2,639,256Short-term
                    investments
                
                
                
                
                
                1,124,059Prepaid
                    expenses and other receivables (note 9)
                
                
                2,239,880
                
                
                29,425**Total
                    Current Assets**
                
                
                5,582,617
                
                
                3,792,740**Plant
                    and Equipment, net**(note 5)
                
                
                1,497,066
                
                
                1,554,224**Debt
                    Issuance Costs**,
                    less amortization of$41,278
                    during three months ended Sept 30, 2007 (note 4)
                
                
                41,277
                
                
                82,555**Total
                    Assets**
                
                
                7,120,960
                
                
                5,429,519LIABILITIES**Current**Accounts
                    payable
                
                
                83,205
                
                
                87,246Accrued
                    liabilities
                
                
                91,518
                
                
                112,007Convertible
                    Debentures
                
                
                3,588,330
                
                
                3,570,681**Total
                    Liabilities**
                
                
                3,763,053
                
                
                3,769,934**Commitments
                    and Contingencies**(note 8)STOCKHOLDERS'
                    EQUITYCapital
                    Stock (note 7)Class
                    ‘A’ Convertible Preferred stock, $0.0001 par value,
                    50,000,000shares
                    authorized, Nil issued and outstanding
                
                
                -
                
                
                -Common
                    stock, $0.0001 par value, 100,000,000 shares authorized,
                    36,323,839issued
                    and outstanding
                
                
                3,632
                
                
                3,332**Additional
                    Paid-in Capital**
                
                
                6,879,840
                
                
                4,596,056**Deficit
                    Accumulated During the Exploration Stage**
                
                
                (3,525,565
                )
                
                (2,939,803
                )**Total
                    Stockholders' Equity**
                
                
                3,357,907
                
                
                1,659,585**Total
                    Liabilities and Stockholders' Equity**
                
                
                7,120,960
                
                
                5,429,519
 See
        Condensed notes to the Interim Financial Statements
  3
  **SILVER
        RESERVE CORP.**
 **(FORMERLY
        54836 CORP.)**
 **(AN
        EXPLORATION STAGE MINING COMPANY)**
 Interim
        Statements of Operations
 For
        the
        three months ended Sept 30, 2007 and Sept 30, 2006 and the Period from Inception
        (June 3, 1999) to Sept 30, 2007
 (Amounts
        expressed in US Dollars)
 (Unaudited-Prepared
        by Management)
 For
                    the
                
                For
                    thequarter
                
                quarterCumulative
                
                ended
                
                endedsince
                
                Sept
                    30,
                
                Sept
                    30,inception
                
                2007
                
                2006$
                
                $
                
                $**Revenues**
                
                
                -
                
                
                -
                
                
                -**Operating
                    Expenses**General
                    and administration
                
                
                946,830
                
                
                253,541
                
                
                124,815Project
                    expenses (Note 7)
                
                
                2,428,125
                
                
                291.951
                
                
                1,629,223Amortization
                
                
                309,460
                
                
                62,113
                
                
                25,795**Total
                    Operating Expenses**
                
                
                3,684,415
                
                
                607,605
                
                
                1,779,833**Loss
                    from Operations**
                
                
                (3,684,415
                )
                
                (607,605
                )
                
                (1,779,833
                )Other
                    income-interest
                
                
                246,113
                
                
                39,492
                
                
                60,897Interest
                
                
                (87,263
                )
                
                (17,649
                )
                
                (15,963
                )**Loss
                    before Income Taxes**
                
                
                (3,525,565
                )
                
                (585,762
                )
                
                (1,734,899
                )Provision
                    for income taxes
                
                
                -
                
                
                -
                
                
                -**Net
                    Loss**
                
                
                (3,525,565
                )
                
                (585,762
                )
                
                (1,734,899
                )**Loss
                    per Weighted Average Number of Shares****Outstanding-Basic
                    and Fully Diluted**
                
                
                
                
                
                (0.02
                )
                
                (0.07
                )**Basic
                    Weighted Average Number of Shares****Outstanding
                    During the Periods****-Basic
                    and Fully Diluted**
                
                
                
                
                
                34,302,100
                
                
                24,174,004
  See
        Condensed notes to the Interim Financial Statements
  4
  **SILVER
          RESERVE CORP.**
 **(FORMERLY
          54836 CORP.)**
 **(AN
          EXPLORATION STAGE MINING COMPANY)**
 Interim
          Financial Statements of Changes in Stockholders’ Equity
 From
          Inception (June 3, 1999) to Sept 30, 2007
 (Amounts
          expressed in US Dollars)
 (Unaudited-Prepared
          by Management)
  DeficitAccumulatedCommon
                    Stock
                
                Additional
                
                during
                    the
                
                TotalNumber
                
                
                
                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
                
                
                
                
                
                3,024Cancelled
                    shares
                
                
                (1
                )
                
                -
                
                
                (1
                )
                
                
                
                
                (1
                )Common
                    shares issued for nil consideration (note 7)
                
                
                14,360,000
                
                
                1,436
                
                
                (1,436
                )
                
                **-**
                
                
                -Common
                    shares issued for cash
                
                
                2,050,000
                
                
                205
                
                
                414,795
                
                
                **-**
                
                
                415,000Subscription
                    for stock
                
                
                
                
                
                
                
                
                300,000
                
                
                -
                
                
                300,000Stock
                    issuance cost
                
                
                **-**
                
                
                **-**
                
                
                (24,500
                )
                
                **-**
                
                
                (24,500
                )Net
                    loss
                
                
                **-**
                
                
                **-**
                
                
                **-**
                
                
                (87,574
                )
                
                (87,574
                )Balance,
                    June 30, 2006
                
                
                16,410,000
                
                
                1,641
                
                
                698,687
                
                
                (94,379
                )
                
                605,949Common
                    shares issued for cash
                
                
                3,395,739
                
                
                340
                
                
                548,595
                
                
                -
                
                
                548,935Common
                    shares issued to agents in lieu ofcommission
                    for placement of commonshares
                    and convertible debentures
                
                
                1,064,000
                
                
                106
                
                
                265,894
                
                
                -
                
                
                266,000Common
                    shares issued for acquisition ofinterests
                    in mineral claims
                
                
                3,540,600
                
                
                354
                
                
                884,796
                
                
                -
                
                
                885,150Common
                    shares issued for acquisition ofinterests
                    in mineral claims
                
                
                1,850,000
                
                
                185
                
                
                462,315
                
                
                -
                
                
                462,500Common
                    shares issued for acquisition ofinterests
                    in a refinery
                
                
                88,500
                
                
                9
                
                
                22,116
                
                
                -
                
                
                22,125Common
                    shares issued for purchase of amill
                    with capital equipments
                
                
                6,975,000
                
                
                697
                
                
                1,743,053
                
                
                -
                
                
                1,743,750Stock
                    issuance cost
                
                
                
                
                
                
                
                
                (59,426
                )
                
                
                
                
                (59,426
                )Stock
                    based compensation
                
                
                
                
                
                
                
                
                30,026
                
                
                
                
                
                30,026Net
                    loss for the year ended June 30, 2007
                
                
                
                
                
                -
                
                
                -
                
                
                (2,845,424
                )
                
                (2,845,424
                )Balance,
                    June 30, 2007
                
                
                33,323,839
                
                
                3,332
                
                
                4,596,056
                
                
                (2,939,803
                )
                
                1,659,585Common
                    stock issued to consultants
                
                
                3,000,000
                
                
                300
                
                
                2,249,700
                
                
                -
                
                
                2,250,000Stock
                    based compensation
                
                
                
                
                
                -
                
                
                34,084
                
                
                -
                
                
                34,084Net
                    loss for the three months ended September 30, 2007
                
                
                
                
                
                
                
                
                
                
                
                (585,762
                )
                
                (585,762
                )Balance
                    September 30, 2007
                
                
                36,323,839
                
                
                3,632
                
                
                6,879,840
                
                
                (3,525,565
                )
                
                3,357,907
  See
        Condensed notes to the Interim Financial Statements
  5
  **SILVER
        RESERVE CORP.**
 **(FORMERLY
        54836 CORP.)**
 **(AN
        EXPLORATION STAGE MINING COMPANY)**
 Interim
        Statements of Cash Flows
 For
        the
        three months ended Sept 30, 2007 and Sept 30, 2006
 (Amounts
        expressed in US Dollars)
 (Unaudited-Prepared
        by Management)
 CumulativeSince
                
                Sept
                    30,
                
                Sept
                    30,Inception
                
                2007
                
                2006**Cash
                    Flows from Operating Activities**Net
                    loss
                
                
                (3,525,565
                )
                
                (585,762
                )
                
                (1,734,899
                )Adjustment
                    for:Depreciation
                
                
                309,460
                
                
                62,113
                
                
                25,795Amortization
                    of debt issuance cost
                
                
                206,213
                
                
                41,278
                
                
                37,599Stock
                    based compensation
                
                
                64,110
                
                
                34,084
                
                
                -Shares
                    issued for mineral claims, as part ofproject
                    expenses
                
                
                1,347,650
                
                
                -
                
                
                1,347,650Shares
                    issued for services
                
                
                2,250,000
                
                
                2,250,000
                
                
                -Interest
                    accrued on convertible debentures
                
                
                87,263
                
                
                17,649
                
                
                -Changes
                    in non-cash working capitalPrepaid
                    expenses
                
                
                (2,239,880
                )
                
                (2,210,455
                )
                
                (14,951
                )Accounts
                    payable
                
                
                83,205
                
                
                (4,041
                )
                
                42,932Accrued
                    liabilities relating to operatingactivities
                
                
                74,101
                
                
                (20,489
                )
                
                51,982Net
                    cash used in operating activities
                
                
                (1,343,443
                )
                
                (415,623
                )
                
                (243,892
                )**Cash
                    Flows from Investing Activities**Decrease
                    (Increase) in Short-terminvestments
                
                
                -
                
                
                1,124,059
                
                
                (3,165,237
                )Acquisition
                    of plant and equipment for cash
                
                
                (42,985
                )
                
                (4,955
                )
                
                (3,124
                )Sale
                    of plant and equipment
                
                
                2,500Accrued
                    liabilities for investing activities
                
                
                17,858
                
                
                -
                
                
                (17,250
                )Net
                    cash used in investing activities
                
                
                (22,627
                )
                
                1,119,104
                
                
                (3,185,611
                )**Cash
                    Flows from Financing Activities**Issuance
                    of common shares for cash
                
                
                1,270,740
                
                
                -
                
                
                548,935Issuance
                    of convertible debentures (note 6)
                
                
                3,501,067
                
                
                -
                
                
                2,496,168Stock
                    and debenture placementcommissions
                    paid in cash
                
                
                (63,000
                )
                
                -
                
                
                (63,000
                )Net
                    cash provided by financing activities
                
                
                4,708,807
                
                
                -
                
                
                2,982,103Net
                    Change in Cash
                
                
                3,342,737
                
                
                703,481
                
                
                (447,400
                )Cash-
                    beginning of period
                
                
                -
                
                
                2,639,256
                
                
                550,775Cash
                    - end of period
                
                
                3,342,737
                
                
                3,342,737
                
                
                103,375Supplemental
                    Cash Flow InformationInterest
                    paid
                
                
                **-**
                
                
                -
                
                
                -Income
                    taxes paid
                
                
                **-**
                
                
                -
                
                
                -
  See
        Condensed notes to the Interim Financial Statements
 6
  **SILVER
        RESERVE CORP.**
 **(FORMERLY
        54836 CORP.)**
 **(AN
        EXPLORATION STAGE MINING COMPANY)**
 **Condensed
        Notes to Interim Financial Statements**
 **September
        30, 2007**
 **(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 $3,525,565
        from inception to September 30, 2007. The Company has funded operations through
        the issuance of capital stock and convertible debentures. In May and June
        of
        2006, the Company closed a private placement of its common stock for gross
        proceeds of $415,000. During the year ended June 30, 2007 the Company raised
        $848,935 (including $ 300,000 received in prior year as stock subscription)
        through private placement of its common stock for cash. The Company also
        issued
        Convertible Debentures in the amount of $1,020,862 during the year ended
        June
        30, 2006 and issued Convertible Debentures in the amount of $2,480,205 during
        the year ended June 30, 2007. Management's plan is to continue raising
        additional funds through future equity or debt financing until it achieves
        profitable operations from silver extraction on its properties, if feasible.
  7
 **SILVER
          RESERVE CORP.**
 **(FORMERLY
          54836 CORP.)**
 **(AN
          EXPLORATION STAGE MINING COMPANY)**
 **Condensed
          Notes to Interim Financial Statements**
 **September
          30, 2007**
 **(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.
 
 Mineral
        property acquisition costs will be capitalized in accordance with the FASB
        Emerging Issues Task Force (“EITF”) Issue 04-2 when management has determined
        that probable future benefits consisting of a contribution to future cash
        inflows have been identified and that adequate financial resources are available
        or are expected to be available as required to meet the terms of property
        acquisition and budgeted exploration and development expenditures. Mineral
        property acquisition costs are expensed as incurred if the criteria for
        capitalization is not met.
 
 To
        date,
        mineral property exploration costs have been expensed as incurred. If it
        is
        determined that a mineral property can be economically developed as a result
        of
        establishing proven and probable reserves (if ever), the costs incurred to
        develop such property will be capitalized. As of the date of these financial
        statements, the Company has incurred only acquisition and exploration costs
        which have been expensed. To date the Company has not established any proven
        or
        probable reserves on its mineral 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 Subsequent Events “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**
 **September
          30, 2007**
 **(Amounts
          expressed in US Dollars)**
 **(Unaudited-Prepared
          by Management)**
 Sept
                      30, 2007
                  
                  
                  
                  June
                      30, 2007Accumulated
                  
                  
                  
                  AccumulatedCost
                  
                  Depreciation
                  
                  Cost
                  
                  Depreciation$
                  
                  $
                  
                  $
                  
                  $Office,
                      furniture and fixtures
                  
                  
                  16,818
                  
                  
                  3,970
                  
                  
                  16,818
                  
                  
                  3,293Computer
                      equipment
                  
                  
                  4,694
                  
                  
                  1,190
                  
                  
                  3,761
                  
                  
                  956Leasehold
                      improvements
                  
                  
                  16,230
                  
                  
                  6,015
                  
                  
                  16,230
                  
                  
                  4,885Plant
                      and Machinery
                  
                  
                  1,514,511
                  
                  
                  238,740
                  
                  
                  1,512,619
                  
                  
                  189,077Tools
                  
                  
                  5,400
                  
                  
                  1,372
                  
                  
                  5,400
                  
                  
                  1,104Vehicles
                  
                  
                  34,833
                  
                  
                  7,257
                  
                  
                  34,833
                  
                  
                  5,806Consumables
                  
                  
                  64,197
                  
                  
                  31,430
                  
                  
                  64,197
                  
                  
                  26,749Molds
                  
                  
                  900
                  
                  
                  275
                  
                  
                  900
                  
                  
                  225Mobile
                      Equipment
                  
                  
                  73,927
                  
                  
                  15,029
                  
                  
                  71,797
                  
                  
                  11,966Factory
                      Buildings
                  
                  
                  74,849
                  
                  
                  4,015
                  
                  
                  74,849
                  
                  
                  3,1191,806,359
                  
                  
                  309,293
                  
                  
                  1,801,404
                  
                  
                  247,180Net
                      carrying amount
                  
                  
                  
                  
                  
                  1,497,066
                  
                  
                  1,554,224Amortization
                      charges
                  
                  
                  
                  
                  
                  62,113
                  
                  
                  246,730
 **6.**
                  **Convertible
                      Debentures**
  During
        the year 2006, the Company issued convertible debentures for a total of
        $1,020,862.
  During
        the year ended June 30, 2007 the Company issued convertible debentures for
        a
        total of $2,480,205.
  Pursuant
        to SFAS No. 150, "Accounting for Certain Financial Instruments with
        Characteristics of both Liabilities and Equity" the Company accounts for
        the
        convertible debentures as a liability at the face value and no formal accounting
        recognition is assigned to the value inherent in the conversion
        feature.
 The
        convertible debentures mature on December 31, 2007 and bear interest at the
        rate
        of 2% per annum. Interest is payable on conversion or maturity and may be
        payable by delivery of cash or shares of the Company’s common stock (a “Share”
or “Shares”).Each convertible debenture is convertible into a “Unit” consisting
        of one 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 thereof 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 following
        the
        effectiveness of a registration statement on Form SB-2 (the “Registration
        Statement”) registering the Shares underlying the Units and the Warrants, and
        before maturity of the convertible debentures. The Registration Statement
        was
        made effective on April 24, 2007.
  9
 **SILVER
          RESERVE CORP.**
 **(FORMERLY
          54836 CORP.)**
 **(AN
          EXPLORATION STAGE MINING COMPANY)**
 **Condensed
          Notes to Interim Financial Statements**
 **September
          30, 2007**
 **(Amounts
          expressed in US Dollars)**
 **(Unaudited-Prepared
          by Management)**
 The
        Shares to be issued upon conversion of the convertible debentures and the
        Shares
        underlying the Warrants are subject to a lock-up agreement providing that
        up to
        25% of the Shares may be re-sold when the Registration Statement became
        effective on April 24, 2007, 25% may be re-sold six months from the date
        of
        effectiveness, 25% may be re-sold twelve months from the date of effectiveness
        and 25% may be re-sold eighteen months from the date of effectiveness. With
        respect to Shares issued upon exercise of the Warrants, pursuant to the lock-up
        agreement 50% of the Shares received on exercise of the Warrants will be
        free
        trading with the remaining 50% to become free trading six months following
        the
        exercise of the Warrants.
  10
  **SILVER
        RESERVE CORP.**
 **(FORMERLY
        54836 CORP.)**
 **(AN
        EXPLORATION STAGE MINING COMPANY)**
 **Condensed
        Notes to Interim Financial Statements**
 **September
        30, 2007**
 **(Amounts
        expressed in US Dollars)**
 **(Unaudited-Prepared
        by Management)**
  **7.**
                **Issuance
                    of common shares and warrants**
  Quarter
        ended September 30, 2007
 
 Effective
        as of September 1, 2007, the Company entered into an agreement with Brehnam
        Trading Corp. (“Brehnam”) for a term of 24 months to provide consulting services
        on financial matters, business growth and development, and general business
        matters. The Company will pay Brehnam 1,500,000 restricted Shares to be earned
        in equal installments of 375,000 shares on December 1, 2007, June 1, 2008,
        December 1, 2008 and June 1, 2009. The said 1,500,000 Shares were tendered
        in
        one certificate upon execution of the agreement. The consultant must return
        any
        unearned Shares if the agreement is terminated early.
 
 Effective
        as of September 1, 2007, the Company entered into an agreement with Costa
        View
        Inc. (“Costa”) for a term of 24 months to provide consulting services on
        financial public relations, business promotion, business growth and development,
        including mergers and acquisitions, and general business matters. The Company
        will pay Costa 1,500,000 restricted Shares to be earned in equal installments
        of
        375,000 shares on December 1, 2007, June 1, 2008, December 1, 2008 and June
        1,
        2009. The said 1,500,000 Shares were tendered in one certificate upon execution
        of the agreement. The consultant must return any unearned Shares if the
        agreement is terminated early.
  Year
        ended June 30, 2007
  The
        Company issued through a private placement 3,395,739 common shares for total
        cash consideration of $848,935, which includes $300,000 stock subscription
        received in the prior year. These common shares were issued at $0.25 per
        share.
  On
        July
        28, 2006 and on August 4, 2006, the Company issued 658,000 and 406,000 common
        shares, respectively, in settlement of a 7% commission in the amount of $266,000
        due on the placement of common shares and Convertible Debentures totaling
        $3,800,000.
  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.
  11
 **SILVER
          RESERVE CORP.**
 **(FORMERLY
          54836 CORP.)**
 **(AN
          EXPLORATION STAGE MINING COMPANY)**
 **Condensed
          Notes to Interim Financial Statements**
 **September
          30, 2007**
 **(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 88,500 common shares to Nevada Refinery Inc.,
        a
        Nevada Corporation, for purchase of its 100% right, title and interest in
        a
        refinery facility and equipment. The total consideration of $22,125 calculated
        at $0.25 per common share has been capitalized to Plant and
        Equipment.
  On
        August
        31, 2006 the Company issued 6,975,000 common shares to International Energy
        Resources Inc., a Nevada Corporation, for purchase of its 100% right, title
        and
        interest in a mill facility and equipment. The total consideration of
        $1,743,750, calculated at $0.25 per common share, has been capitalized to
        Plant
        and Equipment.
  Warrants
 
 During
        the quarter ended September 30, 2006, the Company issued broker warrants
        to
        purchase convertible debentures as part of the commission due the agents
        who
        placed the offering of common shares and convertible debentures. These warrants
        represented an amount equal to 10% of the convertible debentures placed.
  Issued*
                
                Exercise
                    PriceJuly
                    6, 2006
                
                $
                175,000July
                    26, 2006
                
                $
                67,128August
                    2, 2006
                
                $
                107,979$
                350,107
  The
        exercise price of $350,107 is for 700,214 warrants.
  The
        expiry dates of the above listed broker warrants were extended to December
        31,
        2007 from June 30, 2007 by resolution of the Board of Directors on June 24,
        2007.
  **8.**
                  **Stock
                      Based
                      Compensation**
  In
        April
        2006, the Board of Directors approved an employee stock option plan (the
        "2006
        Stock Option Plan"), the purpose of which is to enhance the Company's
        stockholder value and financial performance by attracting, retaining and
        motivating the Company's officers, directors, key employees, consultants
        and its
        affiliates and to encourage stock ownership by such individuals by providing
        them with a means to acquire a proprietary interest in the Company's success
        through stock ownership. Under the 2006 Stock Option Plan, officers, directors,
        employees and consultants who provide services to the Company may be granted
        options to acquire common shares of the Company at not less than 110 percent
        of
        the fair market value of the stock on the date of grant. Options will have
        a
        term of 10 years. The total number of shares reserved for issuance under
        the
        2006 Stock Option Plan is 5,000,000.
  12
  **SILVER
          RESERVE CORP.**
 **(FORMERLY
          54836 CORP.)**
 **(AN
          EXPLORATION STAGE MINING COMPANY)**
 **Condensed
          Notes to Interim Financial Statements**
 **September
          30, 2007**
 **(Amounts
          expressed in US Dollars)**
 **(Unaudited-Prepared
          by Management)**
 
 **8.**
              **Stock
                  Based Compensation-cont’d**
 
 The
        Company has adopted SFAS123 (Revised) commencing as of July 1,
        2006.
 
 The
        fair
        value of each grant was estimated at the grant date using the Black-Scholes
        option-pricing model. The Black-Scholes option pricing model requires the
        use of
        certain assumptions, including expected terms, expected volatility, expected
        dividends and risk-free interest rate to calculate the fair value of stock-based
        payment awards. The assumptions used in calculating the fair value of stock
        option awards involve inherent uncertainties and the application of management
        judgment. As the Company is new and had no data for historic volatility,
        the
        estimated volatility was determined by comparing the volatility of similar
        Companies within the industry sector.
 
 The
        expected term calculation is based upon the expected term the option is to
        be
        held, which is the full term of the option. The risk-free interest rate is
        based
        upon the U.S. Treasury yield in effect at the time of grant for an instrument
        with a maturity that is commensurate with the expected term of the stock
        options. The dividend yield of zero is based on the fact that we have never
        paid
        cash dividends on our common stock and we have no present intention to pay
        cash
        dividends. The expected forfeiture rate of 0% is based on the vesting of
        stock
        options in a short period of time.
  13
  **SILVER
        RESERVE CORP.**
 **(FORMERLY
        54836 CORP.)**
 **(AN
        EXPLORATION STAGE MINING COMPANY)**
 **Condensed
        Notes to Interim Financial Statements**
 **September
        30, 2007**
 **(Amounts
        expressed in US Dollars)**
 **(Unaudited-Prepared
        by Management)**
 
 For
        the
        quarter ended September 30, 2007, the Company recognized in the financial
        statements, stock-based compensation costs as per the following details.
        The
        fair value of each option used for the purpose of estimating the stock
        compensation is based on the grant date using the Black-Scholes option pricing
        model with the following weighted average assumptions:
 10-April
                
                17-April
                
                17-May2007
                
                2007
                
                2007
                
                TotalRisk
                    free rate
                
                
                4.5
                %
                
                4.5
                %
                
                4.5
                %Volatility
                    factor
                
                
                50
                %
                
                50
                %
                
                50
                %Expected
                    dividends
                
                
                0
                %
                
                0
                %
                
                0
                %Forfeiture
                    rate
                
                
                0
                %
                
                0
                %
                
                0
                %Expected
                    life
                
                
                5
                    years
                
                
                5
                    years
                
                
                5
                    yearsExercise
                    price
                
                $
                0.50
                
                $
                0.50
                
                $
                0.50Total
                    number of options granted
                
                
                1,850,000
                
                
                50,000
                
                
                10,000Grant
                    date fair value
                
                $
                0.07
                
                $
                0.07
                
                $
                0.07Total
                    number of options forfeited
                
                
                
                
                
                
                
                
                10,000Stock-based
                    compensation cost expensedduring
                    the quarter ended September 30,2007
                
                $
                33,187
                
                $
                897
                
                
                -
                
                $
                34,084Unexpended
                    Stock -based compensationcost
                    deferred over the vesting period
                
                $
                69,260
                
                $
                1,941
                
                
                -
                
                $
                71,201
 
 As
        of
        September 30, 2007 there was $71,201 of unrecognized expenses related to
        non-vested stock-based compensation arrangements granted. The stock-based
        compensation expense for the quarter ended September 30, 2007 was $34,084.
  **9.**
                **Prepaid
                    expenses and other
                    receivables**
 
 Prepaid
        expenses and other receivables include the issuance of 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
        $93,750 during the quarter ended September 30, 2007 and the balance of
        $2,156,250 is reflected as prepaid and other expenses in the balance
        sheet.
 
 **10.**
                **Commitments
                    and Contingencies**
  On
        August
        21, 2006, the Company entered into an Option Agreement to acquire mineral
        claims
        in the state of Nevada. The Option Agreement was amended on the following
        dates
        March 30, 2007 and August 20, 2007 and now provides as follows. The Company
        paid
        $20,000 on signing and agreed, among other things, to complete a $500,000
        exploration program to earn a 40% interest in the mineral claims. If the
        Company
        elects to proceed, to earn 100%, it must spend an additional $500,000 on
        further
        exploration on the claims. The property is subject to a 2.1% Net Smelter
        Return
        royalty payment with advance royalty payments of $10,000 per annum up to
        a
        maximum of $100,000 or until a feasibility study is completed recommending
        the
        property be put into production, which ever occurs first.
  14
 
  **SILVER
            RESERVE CORP.**
 **(FORMERLY
            54836 CORP.)**
 **(AN
            EXPLORATION STAGE MINING COMPANY)**
 **Condensed
            Notes to Interim Financial Statements**
 **September
            30, 2007**
 **(Amounts
            expressed in US Dollars)**
 **(Unaudited-Prepared
            by Management)**
 Effective
        as of September 1, 2007, the Company entered into an agreement with Brehnam
        Trading Corp. (“Brehnam”) for a term of 24 months to provide consulting services
        on financial matters, business growth and development, and general business
        matters. The Company will pay Brehnam 1,500,000 restricted Shares to be earned
        in equal installments of 375,000 shares on December 1, 2007, June 1, 2008,
        December 1, 2008 and June 1, 2009. The said 1,500,000 Shares were tendered
        in
        one certificate upon execution of the agreement. The consultant must return
        any
        unearned Shares if the agreement is terminated early.
 
 Effective
        as of September 1, 2007, the Company entered into an agreement with Costa
        View
        Inc. (“Costa”) for a term of 24 months to provide consulting services on
        financial public relations, business promotion, business growth and development,
        including mergers and acquisitions, and general business matters. The Company
        will pay Costa 1,500,000 restricted Shares to be earned in equal installments
        of
        375,000 shares on December 1, 2007, June 1, 2008, December 1, 2008 and June
        1,
        2009. The said 1,500,000 Shares were tendered in one certificate upon execution
        of the agreement. The consultant must return any unearned Shares if the
        agreement is terminated early.
  On
        September 14, 2007 the Company accepted a proposal from Lumos & Associates
        to complete the regulatory permitting process for the Company’s Mill in Mina,
        Nevada. The total consideration to be paid under the contract is $351,300.
        The
        permitting process will be carried out in twelve stages over the next three
        years. The Company is required to authorize in writing each stage of the
        work
        before the work proceeds.
  **11.**
                **Related
                    Party Transactions**
  The
        Company has entered into a one year renewable contract with Medallion Capital
        Corp. for consulting services commencing as of May 1, 2006, at a rate of
        $7,500
        per month. This agreement continues as of the date of this report. Medallion
        Capital Corp. is owned and controlled by the Company’s Corporate Secretary. During
        the three-month period ended September 30, 2007, the Company paid $22,500
        to
        Medallion Capital Corp.
  **12.**
                **Subsequent
                    Events**
 
 **Conversion
        of Debentures**
  Subsequent
        to the end of the period covered by this report, certain 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 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 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.
  15
 **SILVER
          RESERVE CORP.**
 **(FORMERLY
          54836 CORP.)**
 **(AN
          EXPLORATION STAGE MINING COMPANY)**
 **Condensed
          Notes to Interim Financial Statements**
 **September
          30, 2007**
 **(Amounts
          expressed in US Dollars)**
 **(Unaudited-Prepared
          by Management)**
 The
        Shares issued upon conversion of the convertible debentures and the Shares
        underlying the Warrants are subject to a lock-up agreement providing that
        up to
        25% of the Shares may be re-sold when a Registration Statement on Form SB-2
        became effective on April 24, 2007, 25% may be re-sold six months from the
        date
        of effectiveness, 25% may be re-sold twelve months from the date of
        effectiveness and 25% may be re-sold eighteen months from the date of
        effectiveness. With respect to Shares issued upon exercise of the Warrants,
        pursuant to the lock-up agreement 50% of the Shares received on exercise
        of the
        Warrants will be free trading with the remaining 50% to become free trading
        six
        months following the exercise of the Warrants.
  16
  **MANAGEMENT'S
        DISCUSSION AND ANALYSIS OF**
 **FINANCIAL
        CONDITION AND RESULTS OF OPERATION**
 **FOR
        THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 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
        Month Period ended September 30, 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 September 30, 2007, we had
        accumulated losses of $3,525,565. Our ability to emerge from the exploration
        stage and conduct mining operations is dependent, in large part, upon our
        raising additional equity financing.
 
 Having
        obtained material financing, we are moving forward to explore the properties
        and
        claims acquired and to implement exploration programs.
 
 As
        described in greater detail below, the Company’s major endeavor over the year
        ended June 30, 2007 and the three-month period ended September 30, 2007,
        has
        been our effort to pursue exploration activities on our twelve claim groups
        that
        we own in Nevada and to meet our obligations relating to the grant of options
        to
        acquire interest in the mineral claims (also in Nevada) available from Sage
        Associates Inc. A brief summary of our exploration efforts is as
        follows.
 
 The
        12
        claims groups in which the Company controls 100% interest originally contained
        402 claims. Based on surface exploration work carried out additional claims
        have
        been staked bringing the total claims held in the 12 claims group to 560.
        The
        total claims held in the Como Project, under Option from Sage Associates,
        Inc.
        is 212. Currently, the Company has 772 claims under exploration.
 
 With
        respect to the Blue Dick Claim Group located near Lida, Nevada in the South
        East
        part of the Palmetto District, we are evaluating the results of 165 grid
        samples. A Notice of Intent drill plan is being developed. This drill plan
        is
        intended to comply with the requirements of the Bureau of Land Management
        (the
“BLM”). We will be required to provide a bond to secure any reclamation work
        required by the BLM in connection with the drilling. The amount of the bond
        has
        not been determined as of the date of this report. We expect to submit the
        plan
        to the BLM in November of 2007 for its review and approval.
 
 With
        respect to the Kope Scheelite Claim Group located near Mineral City, Nevada,
        we
        have identified additional claims which may have potential based upon
        mineralization anomalies. We have entered into negotiations with the owners
        of
        these claims.
 
 With
        respect to the Klondyke Claims Group located in Esmeralda County, Nevada,
        we
        have 807 soil and rock grid samples from six grid areas under evaluation.
        A
        Notice of Intent drill plan is being developed and we expect to submit the
        plan
        to the BLM in November of 2007 for its review and approval. We will be required
        to provide a bond to secure any reclamation work required by the BLM in
        connection with the drilling. The amount of the bond has not been determined
        as
        of the date of this report.
  17
 
 With
        respect to the Nivloc Claims Group located in Esmeralda County, Nevada, we
        have
        filed three additional claims to cover the trace of a vein discovered on
        the
        property. A Notice of Intent drill plan has been approved by the BLM and
        we are
        working to secure a drill rig.
 
 With
        respect to the Pansy Lee Claims Group located in Humbolt County, Nevada,
        a
        Notice of Intent drill plan for three drill sites has been approved and we
        are
        awaiting a drill rig.
 
 With
        respect to the Quailey Mine Claim Group located in Mineral County, Nevada,
        we
        have commissioned a geological report. We expect recommendations for further
        work on these claims from our geologist in November of 2007.
 
 With
        respect to the Santa Fe Claims Group located in Mineral County, Nevada, this
        property currently is being geologically mapped.
 
 With
        respect to the Silver Queen Claims Group located in Esmeralda County, Nevada,
        geological mapping has enabled us to locate mineralized structural trends
        over a
        large area of alteration. We are proceeding to add 55 additional claims to
        cover
        both of these areas.
 
 We
        have
        identified a new claims group for possible acquisition in north east Nye
        County,
        Nevada, to be known as the “Nye Claims Group.” We are in discussions with the
        owner of the claims.
 
 With
        respect to the Como Claims Group, in Lyon County Nevada, which the Company
        currently has under option with Sage Associates ,
        we have
        successfully completed an 11-hole drill program and results will be announced
        as
        available.
 
 **SELECTED
        INFORMATION**
 Three
                    months ended
                
                Three
                    months endedSeptember
                    30, 2007
                
                September,
                    30, 2006Revenues
                
                $
                Nil
                
                $
                NilNet
                    Loss
                
                $
                585,762
                
                $
                1,734,899Loss
                    per share-basic and diluted
                
                $
                (0.02
                )
                $
                (0.07
                )
  18
  As
                      at
                    September
                      30, 2007
                
                As
                      at
                    September
                      30, 2006Total
                    Assets
                
                $
                7,120,960
                
                $
                6,418,109Total
                    Liabilities
                
                $
                3,763,053
                
                $
                3,678,025Cash
                    dividends declared per share
                
                
                Nil
                
                
                Nil
  The
        total
        assets for the year ended June 30, 2007 includes cash and cash equivalents
        for
        $2,639,256, short-term investments for $1,124,059, prepaid expenses for $29,425,
        capital assets for $1,554,224 and unamortized debt issuance cost for $82,555.
        For the three-month period ended September 30, 2007, total assets include
        cash
        and cash equivalents for $3,342,737, prepaid expenses and other receivables
        for
        $2,239,880, capital assets for $1,497,066 and unamortized debt issuance cost
        for
        $41,277.
 
 **Revenues**
 
 No
        revenue was generated by the Company’s operations during the three-month periods
        ended September 30, 2007 and September 30, 2006.
 
 **Net
        Loss**
 
 The
        Company is an exploration stage mining company and has not realized any revenues
        from its operations. It is primarily engaged in the acquisition and exploration
        of silver mining properties in the state of Nevada. Mineral property acquisition
        costs will be capitalized in accordance with the FASB Emerging Issues Task
        Force
        (“EITF”) Issue 04-2 when management has determined that probable future benefits
        consisting of a contribution to future cash inflows have been identified
        and
        that adequate financial resources are available or are expected to be available
        as required to meet the terms of property acquisition and budgeted exploration
        and development expenditures. Mineral property acquisition costs are expensed
        as
        incurred if the criteria for capitalization is not met.
 
 To
        date,
        mineral property exploration costs have been expensed as incurred. If it
        is
        determined that a mineral property can be economically developed as a result
        of
        establishing proven and probable reserves (if ever), the costs incurred to
        develop such property will be capitalized. As of the date of these financial
        statements, the Company has incurred only acquisition and exploration costs
        which have been expensed. To date the Company has not established any proven
        or
        probable reserves on its mineral properties.
 
 The
        Company’s expenses are reflected in the Statements of Operation under the
        category of Operating Expenses.
 
 The
        significant components of expense that have contributed to the total operating
        expense are discussed as follows:
 
 (a) General
        and Administrative Expense
 
 Included
        in operating expenses for the three-month period ended September 30, 2007
        is
        general and administrative expense of $253,541, as compared with $124,815
        for
        the three-month period ended September 30, 2006. General and administrative
        expense represents approximately 44% of the total operating expense for the
        three-month period ended September 30, 2007 and approximately 7 % of the
        total
        operating expense for the three-month period ended September 30, 2006. General
        and administrative expense represents professional, consulting, office and
        general and other miscellaneous costs incurred during the three month periods
        ended September 30, 2007 and September 30, 2006.
  19
 
 (b) Project
        Expense
 
 Included
        in operating expenses for the three-month period ended September 30, 2007
        is
        project expense of $291,951 as compared with $1,629,223 for the three-month
        period ended September 30, 2006. Project expense is the most significant
        expense
        and it represents approximately 48% of the total operating expense for the
        three-month period ended September 30, 2007 and approximately 92% of the
        total
        operating expense for the three-month period ended September 30,
        2006.
 
 The
        significant components of this expense for the three month period ended
        September 30, 2006 were as follows:
 
 On
        August
        31, 2006 the Company issued 3,540,600 common shares to Mojave Silver Company
        Inc., a Nevada Corporation, for purchase of its 100% right, title and interest
        in certain mineral claims situated in the State of Nevada. The total
        consideration of $885,150, calculated at $0.25 per common share, has been
        expensed to the income statement as Project expenses. Mojave Silver Company,
        Inc. subsequently assigned its right to receive the 3,540,600 shares of the
        Company’s stock to its own shareholders.
  On
        August
        31, 2006 the Company issued 1,850,000 common shares to Anglo Gold Mining
        Inc., a
        Nevada Corporation, for purchase of its 100% right, title and interest in
        certain mineral claims situated in the State of Nevada. The total consideration
        of $462,500 calculated at $0.25 per common share has been expensed to the
        income
        statement as Project expenses. Anglo Gold Mining Inc. subsequently assigned
        its
        right to receive the 1,850,000 shares of the Company’s common stock to its own
        shareholders.
  **Liquidity
        and Capital Resources**
 
 The
        following table summarizes the Company’s cash flow and cash in hand for the
        three-month period:
 
 September
                    30, 2007
                
                September
                    30, 2006Cash
                    and cash equivalent
                
                $
                3,342,737
                
                $
                103,375Working
                    capital
                
                $
                1,819,564
                
                $
                4,280,960Cash
                    used in operating activities
                
                $
                (415,623
                )
                $
                (243,892
                )Cash
                    used in investing activities
                
                $
                1,119,104
                
                $
                (3,185,611
                )Cash
                    provided by financing activities
                
                $
                Nil
                
                $
                2,982,103
  20
  As
        at
        September 30, 2007 the Company had working capital of $1,819,564 as compared
        to
        $4,280,960 as of September 30, 2006. The major reason for decline in working
        capital is the reclassification of $3,588,330 convertible debentures to current
        liabilities on September 30, 2007 from non-current liabilities on September
        30,
        2006. Subsequent to the quarter ended September 30, 2007, all holders of
        the
        Company’s convertible debentures exercised their conversion rights (refer to
“Subsequent Event”, below) and converted the principal amount of their
        convertible debentures, consisting of “units”, where each unit consisted of a
        Share and a warrant to purchase a Share at a purchase price of $0.75 per
        Share.
        The conversion of these convertible debentures into Shares and share purchase
        warrants will result in the reclassification of convertible debentures to
        shareholders’ equity and a significant improvement in the working capital.
 
 **Subsequent
        Event**
 
 Subsequent
        to the end of the period covered by this report, 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” 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 sale of said 14,004,268
        Shares may be effected pursuant to a prospectus dated May 1, 2007.
 
 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.
 
 The
        Shares issued upon conversion of the convertible debentures and the Shares
        underlying the Warrants are subject to a lock-up agreement providing that
        up to
        25% of the Shares may be re-sold when a Registration Statement on Form SB-2
        became effective on April 24, 2007, 25% may be re-sold six months from the
        date
        of effectiveness, 25% may be re-sold twelve months from the date of
        effectiveness and 25% may be re-sold eighteen months from the date of
        effectiveness. With respect to Shares issued upon exercise of the Warrants,
        pursuant to the lock-up agreement 50% of the Shares received on exercise
        of the
        Warrants will be free trading with the remaining 50% to become free trading
        six
        months following the exercise of the Warrants.
 
 **Off-Balance
        Sheet Arrangement**
 
 The
        Company had no off- balance sheet arrangement as of September 30, 2007 and
        September 30, 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 with Sage Associates,
        Inc. (“Sage”) to purchase 12 mineral claims in Lyon County, Nevada (the “Sage
        Option Agreement”). The Sage Option Agreement was subsequently amended and the
        following description describes the Sage Option Agreement as amended. The
        mineral claims covered by the Sage Option Agreement, including all claims
        that
        may be added during the term of the Agreement are collectively referred to
        herein as the “Como Claims”. The Company paid $20,000 upon execution of the Sage
        Option Agreement as an initial payment. In the first year of the Sage Option
        Agreement the Company staked up to 250 claims adjoining the Como Claims (such
        claims to become subject to the Sage Option Agreement); commissioned a
        geophysical review of the property by a designated consultant; commissioned
        Sage
        as geological consultants at a rate of $400 per day to assist in establishing
        drill targets and complete a drill program consisting of reverse calculation
        and
        core drilling. The Company is required to invest not less than $500,000 to
        earn
        a 40% interest in the property. In order to earn a 100% interest in the
        property, the Company is required to complete additional programs having
        an
        aggregate cost of not lest than $500,000. Upon the first to occur of the
        second
        anniversary of the Sage Option Agreement or upon completion of programs totaling
        $1,000,000, Silver Reserve is required to issue to Sage 500,000 shares of
        its
        common stock, as fully paid and non assessable shares. In addition, the Company
        is required to make an advance royalty payment in the amount of $10,000 on
        each
        anniversary date of the Sage Option Agreement and continue to do so until
        the
        first of the following occurs: (i) the option is fully exercised; (ii) Sage
        has
        received a total of $100,000 in cash; or (iii) a feasibility study recommending
        the property be put into production is completed.
  21
 
 The
        Company can earn a 40% interest in the Como Claims when it has made the initial
        payment, made the first annual advance royalty payment and completed the
        first
        $500,000 program requirements under the Sage Option Agreement. The Company
        can
        earn a 100% interest in the Como Claims when the Company has completed a
        total
        of $1,000,000 program expenditures on the property. Sage shall hold title
        to the
        claims in escrow until the Company has earned a 100% interest. When the Company
        has fulfilled its obligations under the Sage Option Agreement, title to the
        claims will be transferred to Silver Reserve.
 
 In
        the
        event the Sage Option Agreement is terminated after Silver Reserve has earned
        a
        40% interest, the relationship between the parties shall be converted into
        a
        joint venture arrangement wherein Silver Reserve shall retain its 40% interest
        and Sage will have a 60% interest. The joint venture will be formed in order
        to
        continue maintenance of the Como Claims and any further work on the
        property.
 
 Silver
        Reserve’s interest in the Como Claims is subject to a net smelter return royalty
        of 2.1% of “Net Smelter Returns”. Under the Sage Option Agreement, Net Smelter
        Returns are calculated according to gross revenue beginning after commercial
        production commences. For purposes of determining gross revenue, the following
        items are included: revenue received by Silver Reserve from arm’s length
        purchasers of all mineral products produced from the property, the fair market
        value of all products sold by Silver Reserve in such period to persons not
        dealing with Silver Reserve at arms length, and Silver Reserve’s share of the
        proceeds of insurance on products minus “permissible deductions.” Permissible
        deductions include: sales charges levied by any sales agent on the sale of
        products, transportation costs for products, all costs, expenses and charges
        of
        any nature whatsoever which are either paid or incurred by Silver Reserve
        in
        connection with the refinement and beneficiation of products after leaving
        the
        property; and all insurance costs and taxes.
 
 On
        August
        20, 2007 an advance royalty payment of $10,000 pursuant to the Sage Option
        Agreement was made by the Company.
 
 On
        July
        9, 2007, the Company bound Director and Officer Insurance with coverage of
        $1,000,000 at an annual premium of $18,911. On August 20, 2007, the Company
        increased the coverage to $3,000,000 for an additional premium of
        $22,989.
  22
 
 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.
 
 Effective
        as of September 1, 2007, the Company entered into an agreement with Brehnam
        Trading Corp. (“Brehnam”) for a term of 24 months to provide consulting services
        on financial matters, business growth and development, and general business
        matters. The Company will pay Brehnam 1,500,000 restricted Shares to be earned
        in equal installments of 375,000 shares on December 1, 2007, June 1, 2008,
        December 1, 2008 and June 1, 2009. The said 1,500,000 Shares were tendered
        in
        one certificate upon execution of the agreement. The consultant must return
        any
        unearned Shares if the agreement is terminated early.
  Effective
        as of September 1, 2007, the Company entered into an agreement with Costa
        View
        Inc. (“Costa”) for a term of 24 months to provide consulting services on
        financial public relations, business promotion, business growth and development,
        including mergers and acquisitions, and general business matters. The Company
        will pay Costa 1,500,000 restricted Shares to be earned in equal installments
        of
        375,000 shares on December 1, 2007, June 1, 2008, December 1, 2008 and June
        1,
        2009. The said 1,500,000 Shares were tendered in one certificate upon execution
        of the agreement. The consultant must return any unearned Shares if the
        agreement is terminated early.
 
 We
        expect
        to contract with independent contractors for all work done on the Properties
        for
        the foreseeable future until we have discovered a commercial ore body or
        abandoned the property. We have no permanent employees. We anticipate that
        we
        will require substantial 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.
 
 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.
 
 **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.
  23
 
 **Acquisition,
        Exploration and Evaluation Expenditures**
 
 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 costs are capitalized in accordance with EITF 04-2 when management
        has determined that probable future benefits consisting of a contribution
        to
        future cash inflows, have been identified and adequate financial resources
        are
        available or are expected to be available as required to meet the terms of
        property acquisition and budgeted exploration and development expenditures.
        Mineral property acquisition costs are expensed as incurred if the criteria
        for
        capitalization is not met. Mineral property 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. As of the date
        of
        these financial statements, the Company has incurred only acquisition and
        exploration costs which have been expensed. To date the Company has not
        established any proven or probable reserves on its mineral
        property.
 
 **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 September 30, 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 properties and the results of that
                exploration.  24
 ·
              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.
  25
  **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:**
 
 No
        unregistered securities were sold during the period covered by this report.
 
 Subsequent
        to the end of the period covered by this report, certain 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 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 sale of
        said
        14,004,268 Shares may be effected pursuant to a prospectus dated May 1, 2007.
 
 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.
 
 The
        Shares issued upon conversion of the convertible debentures and the Shares
        underlying the Warrants are subject to a lock-up agreement providing that
        up to
        25% of the Shares may be re-sold when a Registration Statement on Form SB-2
        became effective on April 24, 2007, 25% may be re-sold six months from the
        date
        of effectiveness, 25% may be re-sold twelve months from the date of
        effectiveness and 25% may be re-sold eighteen months from the date of
        effectiveness. With respect to Shares issued upon exercise of the Warrants,
        pursuant to the lock-up agreement 50% of the Shares received on exercise
        of the
        Warrants will be free trading with the remaining 50% to become free trading
        six
        months following the exercise of the Warrants.
 
 **ITEM
        3:**  **DEFAULTS
        UPON SENIOR SECURITIES:**
 
 None.
 
 **ITEM
        4:**  **SUBMISSION
        OF MATTERS TO A VOTE OF SECURITY HOLDERS:**
 
 None.
 
 **ITEM
        5:**  **OTHER
        INFORMATION:**
 
 **ITEM
        6:**  **EXHIBITS**
 
 Exhibits
  26
 
 (a)
              10.1
                  Consulting Agreement with Costa View Inc. (previously
                  filed).
  10.2
        Consulting Agreement with Brenham Trading Corp. (previously filed).
  31.1
        Certification of Chief Executive Officer  pursuant
        to Section
        302 of the Sarbanes-Oxley Act of 2002 .
  31.2
        Certification of Chief Financial Officer  pursuant
        to Section
        302 of the Sarbanes-Oxley Act of 2002
  32.1
        Certificate of Chief Executive Officer and Chief Financial Officer pursuant
        Section 906 of the Sarbanes-Oxley Act of 2002.
 
 (b)
              In
                  addition, the following reports are incorporated by
                  reference:
 
 Current
        Report of Form 8-K “Item 8.01 - Other Events,” dated July 3, 2007;
 
 Current
        Report on Form 8-K “Item 1.01-Entry into a Material Definitive Agreement,” dated
        September 26, 2007
  **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:
                November13, 2007
              
              /s/ Stafford
                KelleyStafford
                Kelley, Secretary




27