10KSB/A 1 form10ksba.htm AMENDMENT NO. 1 TO ANNUAL REPORT FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2005 Filed by Automated Filing Services Inc. (604) 609-0244 - Silverado Gold Mines Ltd. - Form 10-KSB/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-KSB/A
Amendment No. 1

(Mark One)
[ x ] Annual Report Pursuant To Section 13 Or 15(D) Of The Securities Exchange Act Of 1934

For the fiscal year ended NOVEMBER 30, 2005

[           ] Transition Report Under Section 13 Or 15(D) Of The Securities Exchange Act Of 1934

For the transition period from ____ to ____ 

COMMISSION FILE NUMBER: 0-12132

SILVERADO GOLD MINES LTD.
(Name of small business issuer in its charter)

British Columbia, Canada 98-0045034
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification
  No.)
   
   
Suite 505, 1111 West Georgia Street  
Vancouver, British Columbia, Canada V6E 4M3
(Address of principal executive offices) (Zip Code)
   
   
(604) 689-1535  
Issuer's telephone number  


Securities registered under Section 12(b) of the Exchange Act: NONE.

Securities registered under Section 12(g) of the Exchange Act:

COMMON SHARES, NO PAR VALUE

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 for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ x ] No [           ]

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ x ]

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

State issuer's revenues for its most recent fiscal year $NIL

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days. (See definition of affiliate in Rule 12b-2 of the Exchange Act.) $68,971,134 as of February 22, 2006.

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. 438,672,479 common shares, no par value outstanding as of February 22, 2006.

Transitional Small Business Disclosure Format (check one): Yes [           ] No [ x ]


EXPLANATORY NOTE

This Amendment No. 1 (the “Amendment No. 1”) to the Annual Report on Form 10-KSB for the year ended November 30, 2005, as originally filed with the SEC on February 28, 2006 (the “Original Form 10-KSB”) amends Item 7 of the Original Form 10-KSB and the audited financial statements for the years ended November 30, 2005 and 2004 included with the Original Form 10-KSB (the “2005 Financial Statements”) and Item 13 of the Original Form 10-KSB.

The 2005 Financial Statements have been amended to:

1.
Include the revised audit report of Amisano Hanson, Chartered Accountants, (the "Prior Auditor's Report") on the Company's financial statements for the year ended November 30, 2004. The Prior Auditor's Report has been amended to add a subsequent date to the date of the Prior Auditor’s Report with respect to Note 17 to the financial statements of the Company for the year ended November 30, 2005.
 
2.
Correct the amount of the net loss for the year ended November 30, 2004 reported on the Consolidated Statement of Stockholders’ Equity (Deficiency).
 
3.
Correct the reference in Note 6 – Asset Retirement Obligations to confirm that an amount of $47,378 was charged to operations in the year ended November 30, 2003, rather than in the year ended November 30, 2004 as stated in the financial statements included in the Original Form 10-KSB.
 
4.
Correct the amount of the net loss for the year ended November 30, 2004 reported in Note 9(a) – Common Stock – Stock Options and the corresponding pro forma net loss for the year ended November 30, 2004.
 
5.
Correct the amount of the net loss for the year ended November 30, 2004 attributable to Canada and the total net loss for the year ended November 30, 2004 reported in Note 13 – Segment Disclosures.

Item 13 of the Original Form 10-KSB has been amended to:

1.
Correct the reference to the amount paid to the Tri-Con Mining Group for administrative and management services for the year ended November 30, 2004 to $1,363,148 from $831,017, as reported in the Original Form 10-KSB. The amount reported in the Amendment No. 1 is consistent with the disclosure in the financial statements included with the Original Form 10-KSB.
 
2.
Correct the reference to the total amount paid to the Tri-Con Mining Group for services for the year ended November 30, 2004 to $2,391,844 from $1,481,286, as reported in the Original Form 10-KSB. The amount reported in the Amendment No. 1 is consistent with the disclosure in the financial statements included with the Original Form 10-KSB.

This Amendment No. 1 does not amend any other information included in the Original Form 10-KSB.

- 2 -


ITEM 7. FINANCIAL STATEMENTS.

Our audited financial statements for the year ended November 30, 2005, as set forth below, are included with this Annual Report on Form 10-KSB. Our audited financial statements are prepared on the basis of accounting principles generally accepted in the United States and are expressed in U.S. dollars.

    Page
     
Report of Independent Registered Public Accounting Firm – Berkovits, Lago & Company, LLP
  F-1
   
Auditors’ Report – Amisano Hanson, Chartered Accountants
  F-2
   
Consolidated Balance Sheets, November 30, 2005 and 2004
  F-3
   
Consolidated Statements of Operations and other Comprehensive Income for the Years Ended November 30, 2005 and 2004 and for the period since Recommencement of Exploration Stage, December 1, 2001, to November 30, 2005
  F-4
   
Consolidated Statement of Stockholders’ Equity (Deficiency) for the and for the period since Recommencement of Exploration Stage, December 1, 2001, to November 30, 2005
  F-5 to F-6
   
Consolidated Statements of Cash Flows for the Years Ended November 30, 2005 and 2004 and for the period since Recommencement of Exploration Stage, December 1, 2001, to November 30, 2005
  F-7
   
Notes to Consolidated Financial Statements
  F-7 to F-26

- 3 -


SILVERADO GOLD MINES LTD.

(An Exploration Stage Company)

REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2005 and 2004

(Stated in United States Dollars)

 

F-i


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
of Silverado Gold Mines Ltd.
(An Exploration Stage Company)

We have audited the accompanying consolidated balance sheet of Silverado Gold Mines Ltd. and Subsidiary (An Exploration Stage Company) as of November 30, 2005, and the related consolidated statements of operations and other comprehensive income, stockholders’ deficiency, and cash flows for the year ended November 30, 2005. These financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. Our opinion on the consolidated statements of operations and other comprehensive income, stockholders’ deficiency, and cash flows for the period since recommencement of the exploration stage, December 1, 2001 to November 30, 2005 insofar as it relates to amounts for the prior periods through November 30, 2004 is based on the reports of other auditors.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Silverado Gold Mines Ltd. and Subsidiary (An Exploration Stage Company) as of November 30, 2005, and the results of its operations and its cash flows for the year ended November 30, 2005 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company’s dependence on outside financing, lack of sufficient working capital, and recurring losses from activities in the exploration stage raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans are described in Note 1 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

As described in Note 17 to the consolidated financial statements, the accompanying consolidated financial statements of Silverado Gold Mines Ltd. and Subsidiary as of November 30, 2004 and for the year then ended have been restated to reflect the proper accounting for exploration and development advances previously capitalized. We also audited the adjustments described in Note 17 that were applied to restate the November 30, 2004 consolidated financial statements. In our opinion, such adjustments are appropriate and have been properly applied.

/s/ Berkovits, Lago & Company, LLP
Fort Lauderdale, Florida
February 20, 2006

F-1



A PARTNERSHIP of INCORPORATED PROFESSIONALS AMISANO HANSON
  CHARTERED ACCOUNTANTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders,
Silverado Gold Mines Ltd.
(An Exploration Stage Company)

We have audited the accompanying consolidated balance sheet of Silverado Gold Mines Ltd. (An Exploration Stage Company) and its subsidiary as of November 30, 2004 and the related consolidated statements of operations and other comprehensive income, cash flows and stockholders' equity (deficiency) for the year ended November 30, 2004. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, these financial statements referred to above present fairly, in all material respects, the financial position of Silverado Gold Mines Ltd. (An Exploration Stage Company) and its subsidiary as of November 30, 2004 and the results of their operations and their cash flows for the year ended November 30, 2004, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements referred to above have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has a working capital deficiency, has not yet achieved profitable operations and is dependent on its ability to raise capital from shareholders or other sources to sustain operations. These factors, along with other matters as set forth in Note 1, raise substantial doubt that the Company will be able to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Vancouver, Canada /s/ Amisano Hanson
February 21, 2005, except as to Note 17 which
is as at February 20, 2006
Chartered Accountants

750 WEST PENDER STREET, SUITE 604 TELEPHONE:    604-689-0188
VANCOUVER CANADA FACSIMILE:      604-689-9773
V6C 2T7 E-MAIL:            amishan@telus.net

F-2


SILVERADO GOLD MINES LTD. 
(An Exploration Stage Company)
CONSOLIDATED BALANCE SHEETS
November 30, 2005 and 2004
(Stated in United States Dollars)

  2005     2004  
          (Restated)  
             
ASSETS  
             
Current            
     Cash and cash equivalents $  408,589   $  12,828  
     Gold inventory   27,916     48,819  
     Amounts receivable   6,594     8,162  
     Prepaid expense   -     122,000  
             
    443,099     191,809  
Property, plant and equipment   1,285,553     1,640,791  
             
  $  1,728,652   $  1,832,600  
             
LIABILITIES  
Current            
     Accounts payable and accrued liabilities $  393,058   $  365,297  
     Mineral claims royalty payable   400,000     320,000  
     Payable to related party   70,282     -  
     Convertible debentures, current portion   176,652     176,652  
     Capital lease obligation, current portion   258,254     510,014  
             
    1,298,246     1,371,963  
Asset retirement obligation   539,453     489,300  
Capital lease obligations   463,895     407,468  
             
    2,301,594     2,268,731  
             
SHAREHOLDERS’ EQUITY (DEFICIT)  
Capital stock            
Authorized: unlimited common shares with no par value            
Issued and outstanding:            
       355,054,275 common shares (2004: 224,449,587)   71,526,738     68,253,942  
Additional paid-in capital   466,314     466,314  
Shares to be issued   54,500     70,000  
Accumulated deficit during exploration   (72,620,494 )   (69,226,387 )
             
    (572,942 )   (436,131 )
             
  $  1,728,652   $  1,832,600  

APPROVED BY THE DIRECTORS:

/s/ Garry L. Anselmo Director   /s/James F. Dixon Director
Garry L. Anselmo   James F. Dixon  

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATMENTS

F-3


SILVERADO GOLD MINES LTD.
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS & OTHER COMPREHENSIVE INCOME
for the years ended November 30, 2005 and 2004
(Stated in United States Dollars)

                Period Since  
                Recommencement Of  
                Exploration Stage  
    Year ended November 30     December 1, 2001  
    2005     2004     To November 30, 2005  
          (Restated)     (Restated)  
General and Administrative Expenses                  
     Accounting and audit $  72,294   $  43,725   $  174,014  
     Advertising and promotion   215,247     270,822     1,477,517  
     Consulting fees   362,272     1,150,904     4,383,230  
     Depreciation, accretion and impairment   259,087     275,432     1,743,660  
     Exploration expenses   746,196     1,395,078     8,627,360  
     Financing activities   252,003     -     252,003  
     Interest on convertible debentures   13,033     15,074     673,407  
     Interest on capital lease obligations   56,427     56,905     257,589  
     Legal   64,914     92,834     271,488  
     Management services   653,010     860,518     1,922,519  
     Office   499,726     331,621     1,786,944  
     Other interest and bank charges   7,306     6,911     27,637  
     Reporting and investor relations   62,253     33,559     114,639  
     Research   120,293     79,967     605,679  
     Transfer agent fees and mailing   23,125     24,347     91,349  
     Write-off of mineral claim expenditures   -     -     1,159,529  
     Write-down of property, plant and equipment   -     285,875     285,875  
                   
Total General and Administrative Expenses   (3,407,186 )   (4,923,572 )   (23,854,439 )
                   
Interest and other income   2,296     3,171     92,790  
                   
Cumulative effect of accounting change   -     -     (153,226 )
                   
Other comprehensive income                  
                   
         Gain on foreign exchange   10,783     84,038     143,073  
                   
Loss and comprehensive loss for the period $  (3,394,107 ) $  (4,836,363 ) $  (23,771,802 )
                   
Net loss per share $  (0.01 ) $  (0.03 )      
                   
Basic and diluted weighted average number of                  
    common shares outstanding   280,724,907     187,220,337        

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATMENTS

F-4


SILVERADO GOLD MINES LTD.
(An Exploration Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIENCY)
for the years ended November 30, 2002 to 2005
(Stated in United States Dollars)

                                Deficit        
                                Accumulated        
                    Additional           During the        
  Common Stock     Share     Paid-in     Deferred     Exploration        
  Shares     Amount     Subscriptions     Capital     Compensation     Stage     Total  
                                         
Balance, November 30, 2001 42,423,988   $ 47,056,285   $ -   $ -   $ -   $ (48,904,944 ) $ (1,848,659 )
Shares issued:                                        
   For options exercised 6,900,000     925,000     -     -     -     -     925,000  
   For warrants exercised 16,250,000     1,970,000     -     -     -     -     1,970,000  
   For consulting fees 20,775,000     1,232,551     -     -     -     -     1,232,551  
   For private placements 2,511,668     2,922,000     -     -     -     -     2,922,000  
   In lieu of payment for debentures 6,944,308     1,465,927     -     -     -     -     1,465,927  
   Subscriptions received -     -     268,613     -     -     -     268,613  
   Stock option granted -     -     -     292,320     (164,213 )   -     128,107  
Net loss for the year -     -     -     -     -     (6,965,911 )   (6,965,911 )
                                         
Balance, November 30, 2002 98,086,631     55,571,763     268,613     292,320     (164,213 )   (55,870,855 )   97,628  
Shares issued:                                        
   For private placements (net) 24,651,340     5,344,245     -     -     -     -     5,344,245  
   For options exercised 200,000     70,000     -     -     -     -     70,000  
   For warrants exercised 15,278,171     1,344,575     -     -     -     -     1,344,575  
   For consulting fees 2,511,668     554,085     (268,613 )   -     -     -     285,472  
   In lieu of payment for debentures 5,299,542     1,181,467     -     -     -     -     1,181,467  
   Subscriptions received -     -     115,000     -     -     -     115,000  
   Amortization of stock-based compensation -     -     -     -     129,397     -     129,397  
   Stock option granted -     -     -     171,994     (42,896 )   -     129,098  
Net loss for the year -     -     -     -     -     (8,519,169 )   (8,519,169 )
Balance, November 30, 2003 146,027,352     64,066,135     115,000     464,314     (77,712 )   (64,390,024 )   177,713  
                                         
Shares issued:                                        
   For private placements 55,114,441     2,564,899     (115,000 )   -     -     -     2,449,899  
   For warrants exercised 14,876,597     845,745     -     -     -     -     845,745  
   For consulting fees 6,416,667     577,140     -           -     -     577,140  
   In lieu of payment for debentures 2,014,530     200,023     -     -     -     -     200,023  
   Subscriptions received -     -     70,000     -     -     -     70,000  
   Amortization of stock-based compensation       -     -     -     77,712     -     77,712  
   Stock-based compensation -     -     -     2,000     -     -     2,000  
Net loss for the year -     -     -     -     -     (4,836,363 )   (4,836,363 )
Balance, November 30, 2004 (Restated) 224,449,587     68,253,942     70,000     466,314     -     (69,226,387 )   (436,131 )

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATMENTS

F-5


SILVERADO GOLD MINES LTD.
(An Exploration Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIENCY)
for the years ended November 30, 2002 to 2005
(Stated in United States Dollars)

                                Deficit        
                                Accumulated        
                    Additional           During the        
  Common Stock     Share     Paid-in     Deferred     Exploration        
  Shares     Amount     Subscriptions     Capital     Compensation     Stage     Total  
                                         
Shares issued:                                        
   For private placements 120,219,687     2,735,893     (70,000 )   -     -     -     2,665,893  
   For consulting fees 6,285,000     284,900           -     -     -     284,900  
   Subscriptions received -     -     54,500     -     -     -     54,500  
   Stock-based compensation 4,100,001     252,003           -     -     -     252,003  
Net loss for the year -     -     -     -     -     (3,394,107 )   (3,394,107 )
Balance, November 30, 2005 355,054,275   $  71,526,738   $  54,500   $ 466,314   $  -   $  (72,620,494 ) $  (572,942 )

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATMENTS

F-6


SILVERADO GOLD MINES LTD.
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the years ended November 30, 2005 and 2004
(Stated in United States Dollars)

                Period Since  
                Recommencement  
                Of Exploration Stage  
    Years Ended November 30     December 1, 2001  
    2005     2004     to November 30, 2005  
          (Restated)     (Restated)  
Cash Flows used in Operating Activities                  
       Net loss for the period $  (3,394,107 ) $  (4,836,363 ) $  (23,771,802 )
       Adjustments to reconcile loss to net cash provided                  
       by (used in) operating activities:                  
           Cumulative effect of accounting change   -     -     153,226  
           Depreciation, accretion and impairment   259,087     275,432     1,743,660  
           Stock based compensation   -     79,712     2,252,950  
           Stock issued for debenture   -     -     217,687  
           Non-cash consulting expense   284,900     577,140     862,040  
           Non-cash financing expense   252,003     -     252,003  
           Interest accrued   -     5,881     486,370  
           Write-off of mineral claim expenditures   -     -     1,159,529  
           Write-down of property, plant and equipment   -     285,875     285,875  
       Changes in non-cash operating working capital:                  
           Amounts receivable   1,568     14,931     (3,719 )
           Gold inventory   20,903     51,700     (16,776 )
           Prepaid expense   122,000     (122,000 )   -  
           Exploration and development advances   -     118,889     -  
           Share subscriptions issued   (15,500 )   70,000     169,500  
           Accounts payable and accrued liabilities   27,761     (33,543 )   (203,335 )
           Increase in mineral claims royalty payable   80,000     80,000     83,500  
                   
Net cash used in Operating Activities   (2,361,385 )   (3,432,346 )   (16,329,292 )
                   
Cash Flows used in Investing Activities                  
       Purchase of property, plant and equipment   (7,312 )   (8,193 )   (1,334,705 )
       Disposal of property, plant and equipment   49,200     103,052     152,252  
                   
Net cash provided (used) from Investing Activities   41,888     94,859     (1,182,453 )
                   
Cash Flows from Financing Activities                  
       Common stock issued for cash (net of share issue cost)   2,736,309     3,295,644     18,607,773  
       Repayment of convertible debentures   -     (16,651 )   (38,347 )
       Repayment of loans payable   -     (7,873 )   (35,729 )
       Repayment of capital lease obligations   (91,333 )   (318,095 )   (409,458 )
       Due to related party   70,282     -     (221,028 )
                   
Net cash provided from Financing Activities   2,715,258     2,953,025     17,903,211  
                   
Increase (decrease) in cash and cash equivalents   395,761     (384,462 )   391,496  
                   
Cash and cash equivalents, beginning of period   12,828     397,290     17,093  
                   
Cash at end of the period $  408,589   $  12,828   $  408,589  

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

F-7


SILVERADO GOLD MINES LTD.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2005 and 2004
(Stated in United States Dollars)

Note 1 Nature and Continuance of Operations

The Company is an exploration stage company and is in the process of exploring its resource properties and has not yet determined whether these properties contain reserves that are economically recoverable. The company is also engaged in the development of low-rank coal-water fuel as a replacement for oil fired boilers and utility generators.

These financial statements have been prepared on a going concern basis, which assumes the realization of assets and settlement of liabilities in the normal course of business. The Company has a working capital deficiency of $855,147 as at November 30, 2005, has not yet achieved profitable operations and has accumulated losses totalling $72,620,494 since inception. The Company is in arrears of required mineral claims and option payments for certain of its mineral properties at November 30, 2005, in the amount of $400,000 (2004: 320,000) and therefore, its rights to these properties may be adversely affected as a result of these non-payments. The Company has not been notified of any actions to be taken as a result of these defaults. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that the Company will be able to continue as a going concern. These consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern.

The Company plans to continue raising capital through private placements and warrant issues. In addition, the Company is exploring other business opportunities including the development of low-rank coal-water fuel as replacement fuel for oil fired industrial boilers and utility generators.

Note 2 Summary of Significant Accounting Policies

These consolidated financial statements are prepared in conformity with United States of America generally accepted accounting principles. The application of Canadian generally accepted accounting principles to these financial statements would not result in material measurement or disclosure differences.

Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgement. Actual results may differ from these estimates.

F-8


Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2005 and 2004
(Stated in United States Dollars) – Page 2

Note 2 Summary of Significant Accounting Policies

The financial statements have, in management’s opinion, been properly prepared within the framework of the significant accounting policies summarized below:

  a)

Basis of Consolidation

   

 

 

These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Silverado Green Fuel Inc. All significant inter-company transactions have been eliminated.

   

 

  b)

Environmental Costs

   

 

 

Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations and which do not contribute to current or future revenue generation, are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the costs can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company’s commitment to a plan of action based on the then known facts.

   

 

  c)

Basic and Diluted Loss Per Share

   

 

 

Basic loss per share are computed by dividing the loss for the year by the weighted average number of common shares outstanding during the year. Diluted earnings per share reflect the potential dilution that could occur if potentially dilutive securities were exercised or converted to common stock. The dilutive effect of options and warrants and their equivalent is computed by application of the treasury stock method and the effect of convertible securities by the “if converted” method. Fully diluted amounts are not presented when the effects of the computations are anti-dilutive due to the losses incurred. Accordingly, there is no difference in the amounts presented for basic and diluted loss per share.

   

 

  d)

Financial Instruments

   

 

 

The carrying value of cash and cash equivalents, accounts payable and accrued liabilities and loans payable secured by gold inventory approximate fair value because of the short-term maturity of these instruments. The carrying amounts reported in the balance sheet for convertible debentures approximate their fair values as they bear interest at rates which approximate market rates. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

F-9


Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2005 and 2004
(Stated in United States Dollars) – Page 3


Note 2 Summary of Significant Accounting Policies

  e) Income Taxes
   

 

 

The Company uses the assets and liability method of accounting for income taxes pursuant to Statement of Financial Accounting Standards (“SFAS”) No. 109 “Accounting for Income Taxes”. Under the assets and liability method of SFAS No. 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

   

 

  f)

Exploration Stage Company

   

 

 

The Securities and Exchange Commission’s Exchange Act Guide 7 “Description of Property by Issuers Engaged or to be engaged in significant mining operations” requires that mining companies in the exploration stage should not refer to themselves as development stage companies in the financial statements, even though such companies should comply with Financial Accounting Standard Board Statement No. 7, if applicable. Accordingly, the Company has not been referred to as being a development stage company. Accumulated results of operations are presented from December 1, 2001, the date the Company re-entered the exploration stage.

   

 

  g)

Gold Inventory

   

 

 

Gold inventory is valued at the lower of weighted average cost and estimated net realizable value.

   

 

  h)

Mineral Claim Payments and Exploration Costs

   

 

 

The Company expenses all costs related to the acquisition, maintenance and exploration of mineral claims in which it has secured exploration rights prior to establishment of proven and probable reserves. To date, the Company has not established the commercial feasibility of its exploration prospects, therefore, all costs are being expensed. The Company sold 52 troy ounces of gold for proceeds of $22,633 which have been directly applied as a reduction to exploration costs.

F-10


Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2005 and 2004
(Stated in United States Dollars) – Page 4


Note 2 Summary of Significant Accounting Policies

  i)

Asset Retirement Obligation

   

 

 

Effective December 1, 2002, the Company adopted SFAS No. 143, “Accounting for Asset Retirement Obligations”, which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated retirement costs. The standard applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and normal use of the asset.

   

 

 

SFAS No. 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset and this additional carrying amount is depreciated over the life of the asset. The liability is accreted at the end of each period through charges to operating expense. If the obligation is settled for other than the carrying amount of the liability, the Company will recognize a gain or loss on settlement.

   

 

  j)

Property, Plant and Equipment

   

 

 

Property, plant and equipment are stated at cost. Depreciation is provided as follows:


  Building, plant and equipment Straight line over 3 to 20 years
  Mining equipment under capital lease Straight line over 10 years
  Auto and trucks Straight line over 10 years
  Computer equipment Straight line over 3 years

  k)

Cash and Cash Equivalents

   

 

 

The Company considers all liquid investments, with an original maturity of three months or less when purchased, to be cash equivalents. Financial Instruments which potentially subject the Company to concentrations of credit risk consist principally of cash in banks. At times during the year, the Company maintained deposits in excess of insured limits provided by FDIC and CDIC. The Company places its cash and cash equivalents with high credit quality financial institutions which the Company believes limits these risks.

   

 

  l)

Foreign Currency Translation

   

 

 

The Company considers its functional currency to be the U.S. dollar for its U.S. and Canadian operations. Monetary assets and liabilities denominated in foreign currencies are translated into U.S. funds at the rates of exchange in effect at the year- end. Non-monetary assets and revenue and expense transactions are translated at the rate in effect at the time at which the transactions took place. Foreign exchange gains and losses are included in the determination of results from operations for the year.

F-11


Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2005 and 2004
(Stated in United States Dollars) – Page 5


Note 2 Summary of Significant Accounting Policies

  m)

Revenue Recognition

   

 

 

Proceeds on gold recoveries from test mining are recorded as a reduction of exploration costs during the period the Company is in the exploration stage.

   

 

  n)

Research Expenditures

   

 

 

Research expenditures are expensed in the year incurred.

   

 

  o)

Accounting for Stock-based Compensation

   

 

 

Effective November 1, 2002, the Company adopted the fair value recognition provision of SFAS No. 123, “Accounting for Stock-based Compensation”. Under the modified prospective method of adoption selected by the Company under the provisions of SFAS No. 148, “Accounting for Stock-based Compensation – Transition and Disclosure”, compensation cost recognized in 2003 is the same as that which would have been recognized had the recognition provisions of SFAS No. 123 been applied from its original effective date. Results for prior years have not been restated. The value of shares issued to non-employees for services is measured at the date the services are performed.

   

 

  p)

Recent Accounting Pronouncements

   

 

 

In May 2003, SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity”. This standard establishes how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. This standard becomes effective for any financial instruments entered into or modified after May 31, 2003. We do not expect the adoption of SFAS No. 150 to have a material effect on our financial statements.

   

 

 

In April 2003, the FASB issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities”. This statement amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives) and for hedging activities under SFAS No. 133 “Accounting for Derivative Instruments and Hedging Activities” entered into after June 30, 2003. We do not expect the adoption of SFAS No. 149 to have a material effect on our financial statements.

F-12


Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2005 and 2004
(Stated in United States Dollars) – Page 6


Note 2 Summary of Significant Accounting Policies

  p)

Recent Accounting Pronouncements – (cont’d)

   

 

 

In January 2003, the FASB issued FASB Interpretation No. 46 (“FIN 46”), “Consolidation of Variable Interest Entities”. This interpretation gives guidance that determines whether consolidation of a Variable Interest Equity is required and is effective for all variable interest entities with which we become involved beginning in February 2003, and all pre-existing entities beginning after June 15, 2003. We do not expect the adoption of FIN 46 to have a material effect on our financial statements.

   

 

 

In November 2002, the FASB issued SFAS interpretation No. 45 (“FIN 45”), Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Guarantees of Indebtedness of Others”. FIN 45 requires that upon issuance of a guarantee, the guarantor must recognize a liability for the fair value of the obligation it assumes under that guarantee. The initial recognition and measurement should be applied on a prospective basis to guarantees issued or modified after December 31, 2002. Disclosure requirements are effective for financial statements of both interim and annual periods that end after December 15, 2002. We have no guarantees to unaffiliated third parties so the adoption of FIN 45 had no impact on our financial statements.

   

 

 

In June 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities”. This standard addresses the recognition, measurement and reporting of costs that are associated with exit or disposal activities. SFAS No. 146 is effective for exit or disposal activities that are initiated after December 31, 2002. The adoption of SFAS No. 146 had not impact on our financial statements.

F-13


Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2005 and 2004
(Stated in United States Dollars) – Page 7


Note 3 Mineral Property Interests

  A)

Ester Dome Gold Project, Fairbanks Mining District, Alaska

   

 

 

 

The Ester Dome Gold Project encompasses all of the Company’s properties on Ester Dome, which is accessible by road 10 miles northwest of Fairbanks, Alaska. The specific properties at this site are as follows:

   

 

 

 

i)

Grant Mine

   

 

 

 

This property consists of 26 state mineral claims subject to payments of 15% of net profits until $2,000,000 has been paid and 3% of net profits thereafter.

   

 

 

 

ii)

May (St. Paul)/Barelka:

   

 

 

 

This gold property consists of 22 state mineral claims subject to payments of 15% of net profits until $2,000,000 (inflation indexed from 1979) has been paid and 3% of net profits thereafter.

   

 

 

 

iii)

Dobb’s:

   

 

 

 

This property consists of 1 unpatented Federal mineral claim and 4 State mineral claims subject to payments of 15% of net profits until $1,500,000 has been paid and 3% of net profits thereafter.

   

 

 

  B)

Nolan Gold Project, Wiseman Mining District, Alaska

   

 

 

 

The Nolan Gold Project consists of 4 contiguous properties covering approximately 6 square miles, 8 miles west of Wiseman and 175 miles north of Fairbanks, Alaska. The specific properties at this site are as follows:

   

 

 

 

i)

Nolan Placer:

   

 

 

 

This property consists of 158 unpatented Federal placer claims.

   

 

 

 

ii)

Thompson’s Pup:

   

 

 

 

This property consists of 6 unpatented Federal placer claims and is subject to a royalty of 3% of net profits on 80% of production.

F-14


Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2005 and 2004
(Stated in United States Dollars) – Page 8


Note 3 Mineral Property Interests – (cont’d)

  B)

Nolan Gold Project, Wiseman Mining District, Alaska – (cont’d)

   

 

 

 

iii)

Dionne (Mary’s Bench):

   

 

 

 

This property consists of 15 unpatented Federal placer claims.

   

 

 

 

iv)

Smith Creek:

   

 

 

 

This property consists of 35 unpatented Federal placer claims.

   

 

 

 

v)

Nolan Lode:

   

 

 

 

This property consists of 67 unpatented Federal lode claims. The lode claims overlie much of the placer properties and extend beyond them.

   

 

 

 

During the year ended November 30, 2003, the Company staked 36 unpatented Federal lode claims.

   

 

 

  C)

Hammond Property, Wiseman Mining District, Alaska

   

 

 

 

This property consists of 24 Federal placer claims and 36 Federal lode claims covering one and one-half square miles and adjoining the Nolan Gold Properties. The Company is obligated to pay a royalty equal to 10% of gross production and is subject to a minimum royalty of $80,000 per year. As at November 30, 2005, royalty payments totalling $400,000 (2004: $320,000) are unpaid, in arrears, and included in mineral claims payable.

   

 

 

  D)

Eagle Creek Property, Fairbanks Mining District, Alaska

   

 

 

 

This property consists of 77 state mineral claims. The Company has an option agreement to purchase a 100% interest in the property for $400,000 of which $68,000 remains to be paid. The amount of $5,000 per year is required to be paid to keep the agreement in good standing.

F-15


Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2005 and 2004
(Stated in United States Dollars) – Page 9


Note 4

Property, Plant and Equipment

 

   

Property, plant and equipment primarily include mining equipment and camp facilities at the Nolan Gold Project.


    2005  
          Accumulated     Net Book  
    Cost     Amortization     Value  
                   
Nolan Gold Project buildings $  63,000   $  63,000   $  -  
Nolan mining equipment   849,230     346,830     502,400  
Nolan mining equipment                  
under capital lease   949,342     171,631     777,711  
Other equipment   426,834     421,392     5,442  
                   
  $  2,288,406   $  1,003,060   $ 1,285,553  

    2004  
          Accumulated     Net Book  
    Cost     Amortization     Value  
                   
Nolan Gold Project buildings $  63,000   $  63,000   $  -  
Nolan mining equipment   855,730     262,557     593,173  
Nolan mining equipment                  
under capital lease   1,134,342     95,197     1,039,145  
Other equipment   420,823     412,350     8,473  
                   
  $  2,473,895   $  833,104   $ 1,640,791  

Note 5 Accounts Payable and Accrued Liabilities
   
  Accounts payable and accrued liabilities consist of:

    2005     2004  
             
Accounts payable $  302,124   $  287,395  
Accrued interest   90,934     77,902  
  $  393,058   $  365,297  

F-16


Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2005 and 2004
(Stated in United States Dollars) – Page 10


Note 6

Asset Retirement Obligations

 

     

The Company adopted SFAS No. 143 on December 1, 2002. Upon adoption the Company increased its reclamation liability by $270,000, increased the carrying value of assets by $116,774 and recorded a cumulative effect adjustment of $153,226.

 

               

Asset retirement obligations relate to the closure and reclamation of the Grant Mine Tailing Pond, and to the reclamation work associated with the Nolan gold Project consisting of dismantling and removal of site structures and equipment, and reshaping and revegetating the disturbed areas. The Grant Mine assets were written off as impaired effective December 1, 2001 and an amount of $47,378 was also charged to operations in the year ended November 30, 2003 for the increase in the asset retirement obligations related to those Grant Mine assets. The Company has no assets legally restricted for purposes of settling asset retirement obligations.

 

 

Reconciliation of asset retirement obligation for the year ended November 30, 2005:


    Grant     Nolan        
    Mine     Project     Total  
Balance, December 1, 2004 $  315,000   $  174,300   $  489,300  
Accretion expense   32,287     17,866     50,153  
Liabilities settled   -     -     -  
Balance, November 30, 2005 $  347,287   $  192,166   $  539,453  

Note 7

Convertible Debentures – Note 9              

 

               

   

Convertible debentures outstanding at November 30, 2005 and 2004 consisted of the following:              


    2005     2004  
             
Renegotiated in 2001 $  -   $  -  
Issued in 1994   140,000     140,000  
Issued in 1999   36,652     36,652  
             
    176,652     176,652  
Less: current portion   (176,652 )   (176,652 )
             
  $  -   $  -  

F-17


Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2005 and 2004
(Stated in United States Dollars) – Page 11


Note 7 Convertible Debentures – Note 9 – (cont’d)

  a)

On March 1, 2001, the Company completed negotiations to restructure its $1,860,000 convertible debentures. The replacement debentures aggregated $2,384,892 and consisted of the original $1,860,000 principal amount plus all accrued interest to March 1, 2001. The debentures bear interest of 8.0% per annum. Interest is due and payable on a quarterly basis on February 28, May 31, August 31 and November 30. If the Company fails to make any payment of principal or interest, the Company must issue shares equivalent in value to the unpaid amounts of 20% below the average market price.

   

 

 

Remaining debentures of $140,000 plus accrued interest of $87,227 are in default, however, it is unclear whether they will be exchanged for replacement debentures.

   

 

  b)

In February 1999 the Company issued a debenture for $75,000 with interest payable at a rate of 5.0% per annum. The debenture is unsecured and it was due on February 28, 2002. During the year ended November 30, 2005, the Company made a principal payment of $Nil (2004: $16,652) and an interest payment of $Nil (2004: $Nil).


Note 8 Capital Lease Obligations

  a)

On October 11, 2002, the Company entered into a lease purchase agreement whereby the Company would purchase mining equipment valued at a total of $1,496,150. The agreement required payment upon signing of $550,000 (paid), $100,000 (paid) on or before December 1, 2004 and 24 equal payments thereafter for the balance of the purchase price plus interest at a rate of 12% per annum.

   

 

  b)

On February 14, 2003, the Company entered into a three-year lease agreement whereby the company would purchase mining equipment valued at a total of $250,170. The agreement required payment upon signing of $105,000 (paid), $25,000 on or before December 4, 2004 and 24 equal payments for the balance of the purchase price plus interest at a rate of 12% per annum.

During the year ended November 30, 2004, the Company entered into an agreement to combine the two lease agreements. The new agreement required payment upon signing of $50,000 (paid), monthly payments of $25,000 until July 2006 for the balance of principal plus interest at a rate of 7.5% per annum.

F-18



Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2005 and 2004
(Stated in United States Dollars) – Page 12


Note 8 Capital Lease Obligations – (cont’d)
   
       

The assets and liabilities under capital leases are recorded at the lower of the present value of the minimum lease payments or the fair value of the asset. The assets are amortized over their estimated productive lives which are estimated to be 10 years. Amortization on assets under capital leases charged to expense in 2005 was $171,631 (2004: $174,632).

 

   

Minimum future lease payments under capital leases as of November 30, 2005 and 2004 for the next year and in the aggregate are:


    2005     2004  
November 30, 2005 $  -   $  562,356  
November 30, 2006   778,576     419,636  
Total minimum lease payments   778,576     981,992  
Less: interest   (56,427 )   (64,510 )
    722,149     917,482  
Less: current portion   (258,254 )   (510,014 )
Long-term portion $  463,895   $  407,468  

F-19


Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2005 and 2004
(Stated in United States Dollars) – Page 13


Note 9 Common Stock
   
  Commitments:

  a)

Stock Options:

   

 

 

A summary of the change in stock options for the year ended November 30, 2005 and 2004 is presented below:


          Weighted  
   
Number
    Average  
   
of
    Exercise  
   
Options
    Price  
             
Outstanding at November 30, 2003   9,420,000     $0.52  
     Granted   20,880,000     0.11  
     Expired   (870,000 )   0.18  
             
Outstanding at November 30, 2004   29,430,000     $0.24  
     Expired   (800,000 )   0.35  
             
Outstanding and exercisable at November 30, 2005   28,630,000     $0.11  

As at November 30, 2005, the following stock options were outstanding:

Number of   Exercise    
 Options   Price   Expiry Date
         
550,000   $0.10   December 1, 2006
900,000     0.15   February 1, 2008
6,500,000     0.13   December 4, 2008
5,680,000     0.13   January 8, 2011
15,000,000     0.10   July 8, 2011
         
28,630,000        

F-20


Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2005 and 2004
(Stated in United States Dollars) – Page 14


Note 9 Common Stock – (cont’d)
   
  Commitments: - (cont’d)

  a) Stock Options: - (cont’d)
     
 

The Company does not record a compensation expense on the granting of stock options to employees and directors, but does provide disclosure of the pro forma loss per share information had the Company elected to follow the fair value method. Using the Black-Scholes option pricing model the pro forma information is as follows:


    2005     2004  
          (Restated)  
             
Net loss for the year as reported $  (3,394,107 ) $  (4,836,363 )
Stock-based compensation   -     (1,431,600 )
             
Pro forma net loss for the year $  (3,394,107 ) $  (6,267,963 )
             
Pro forma basic and diluted loss per share $  (0.01 ) $  (0.03 )

The following assumptions were used for the Black-Scholes model:

Risk free interest rate 2.25%
Dividend free yield 0%
Expected volatility 93%
Weighted average expected stock option life 5 years

 

The weighted average fair value of the employee and director stock options granted was $0.04 per share.

   

 

  b)

Warrants:

   

 

 

Warrants outstanding as at November 30, 2005 are exercisable into 1 common share for each warrant held and a summary is presented below:

F-21


Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2005 and 2004
(Stated in United States Dollars) – Page 15


Note 9 Common Stock – (cont’d)
   
  Commitments: - (cont’d)

  b) Warrants: - (cont’)

    Exercise    
    Price per    
Number of   Warrant    
Warrants   $   Expiry Date
         
5,000,000
  0.0750   April 19, 2006
1,400,000
  0.0750   May 10, 2006
2,000,000
  0.0400   May 27, 2006
8,000,000
  0.0650   June 9, 2006
8,000,000
  0.0750   June 9, 2006
2,500,000
  0.0650   July 9, 2006
2,500,000
  0.0750   July 9, 2006
5,357,143
  0.0550   September 15, 2006
2,857,143
  0.0575   September 15, 2006
2,500,000
  0.0650   September 15, 2006
2,333,333
  0.0600   October 1, 2005
10,000,000
  0.0500   November 1, 2006
10,000,000
  0.0575   November 1, 2006
2,666,666
  0.1500   February 25, 2007
       
65,114,285
       

  c) Convertible Debentures – Note 7

Note 10

Related Party Transactions

 

     

The Company has had related party transactions with Tri-Con Mining Ltd., Tri-Con Mining Inc., Tri-Con Mining Alaska Inc. (collectively the “Tri-Con Group”), all of which are controlled by a director of the Company.

F-22


Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2005 and 2004
(Stated in United States Dollars) – Page 16


Note 10 Related Party Transactions – (cont’d)
   
                       

The Tri-Con Group are operations, exploration and development contractors and have been employed by the Company under contract since 1972 to carry out all the Company’s fieldwork and to provide administrative and management services. Under the current contract dated January, 1997, work is charged at cost plus 25% for exploration and cost plus 15% for development and mining. Cost includes out-of-pocket or actual cost plus 15% charge for office overhead including stand-by and contingencies. There is no mark- up on capital purchases. The Tri-Con Group does not charge the Company for the services of its directors who are also directors of the Company. For the year ended November 30, 2005, the Tri-Con Group’s services focused mainly on corporate planning, mining, engineering and preparation for year round production on the Company’s Nolan property, administration services at both the field and corporate offices and the Low-Rank Coal- Water fuel project.

 

         

The aggregate amounts paid to the Tri-Con Group each year by category, including amounts relating to the Grant Mine Project and Nolan properties, for disbursements and for services rendered by the Tri-Con Group personnel working on the Company’s projects and include interest charged on outstanding balances at the Tri-Con Group’s borrowing costs are shown below:


    2005     2004  
          (Restated)  
             
Exploration, development and field services $  673,483   $  948,729  
Administrative and management services   687,510     1,363,148  
Research   120,293     79,967  
             
  $  1,481,286   $  2,391,844  
             
Amount of total charges in excess of Tri-Con            
costs incurred $  154,707   $  275,121  
             
Excess amount charged as a percentage of actual            
costs incurred   10.44%     11.5%  

The amounts charged for services by the Tri-Con Group approximate the fair value of these costs had they been performed by arm’s length parties.

F-23


Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2005 and 2004
(Stated in United States Dollars) – Page 17


Note 11

Income Taxes

 

   

Tax effects of temporary differences that give rise to deferred tax assets at November 30, 2005 and 2004 are as follows:


    2005     2004  
             
Net operating loss carry forwards $ 12,695,00   $  12,075,000  
Temporary differences arising from mineral            
properties and building, plant and equipment   (354,000 )   (1,364,000 )
Valuation allowance   (12,341,000 )   (10,711,000 )
             
Net future tax asset (liability) $  -   $  -  

At November 30, 2005, the Company had losses carried forward totalling $25,050,000 available to reduce future years’ income for U.S. income tax purposes which expire in various years to 2025. In addition, we had losses carried forward in Canada totalling CDN$12,096,000 which expire in various years to 2015.

The provision for income taxes differs from the amount computed by applying the Canadian statutory federal income tax rate of 37.62% (2004: 37.62%) to net loss before provision for income taxes. The sources and tax effects of the differences are as follows:

    2005     2004  
             
Computed “expected” tax benefit $  (1,468,000 ) $  (1,718,000 )
Tax loss expired during the year   928,000     1,546,000  
Temporary differences and other   167,000     18,000  
Change in valuation allowance   302,000     64,000  
Difference in foreign tax rate and other   71,000     90,000  
             
Income tax provision $  -   $  -  

Note 12 Commitments and Contingencies

  a)

Severance Agreements with Directors

   

 

 

The Company has entered into compensation agreements with two directors of the Company. The agreements provide for severance arrangements where a change of control of the Company occurs, as defined, and the directors are terminated. The compensation payable to the two directors aggregates $4,100,000 (2004: $4,100,000) plus the amount of annual bonuses and other benefits that they would have received in the eighteen months following termination.

F-24


Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2005 and 2004
(Stated in United States Dollars) – Page 18


Note 12 Commitments and Contingencies – (cont’d)

  b) Consulting Agreements
     
 

The Company entered into consulting agreements with six individuals for various corporate planning and business development services to the Company. Under the terms of the agreements, the Company will issue an aggregate 6,285,000 shares over the length of the contracts which range from six months to one year. Consulting fees are calculated using the number of shares issued multiplied by the closing price on the day the shares were issued.

   

 

  c)

Office Lease

   

 

 

The Company entered into a two-year office lease agreement. The Company is committed to the following annual basic rental payments:


    Year ended November 30, 2006   $  51,784   (CDN$61,416)
    2007     12,946   (CDN$15,354)
                 
        $  64,730      

Note 13 Segment Disclosures

  a) Reportable Segments
   

 

 

The Company operates in one reportable segment being the acquisition, exploration and development of mineral properties. The Company’s development of low-rank coal-water fuel is in its initial stages and is not a reportable segment.

   

 

  b)

Geographical Information

   

 

 

The following presents financial information about geographical areas:


    2005     2004  
          (Restated)  
Net loss for the year:            
     Canada $  884,107   $ 2,356,565  
     United States   2,937,783     2,479,798  
             
  $  3,821,890   $  4,836,363  
Long-lived assets:            
     Canada   5,442     8,473  
     United States   1,285,553     1,632,318  
             
  $  1,290,995   $  1,640,791  

F-25


Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2005 and 2004
(Stated in United States Dollars) – Page 19

Note 14

Non-Cash Transactions

 

     

Investing and financing activities that do not have a direct impact on current cash flows are excluded from the cash flow statements. The following transactions were excluded from the statements of cash flows:

 

 

During the year ended November 30, 2005:


  a)

the Company issued 6,285,000 common shares at various prices for total proceeds of $284,900 pursuant to payment of consulting fees;

   

 

  b)

the Company utilized prior year’s share subscriptions of $70,000 for the issuance of common shares.

   

 

  c)

the Company returned mining equipment to its lessor of $104,000.

During the year ended November 30, 2004:

  a)

the Company issued 1,956,458 common shares at various prices for total proceeds of $194,142 pursuant to payment of convertible debentures;

   

 

  b)

the Company issued 58,072 common shares at various prices for total proceeds of $5,881 pursuant to payment of interest payable on convertible debentures;

   

 

  c)

the Company issued 6,416,667 common shares at various prices for total proceeds of $577,140 pursuant to payment of consulting fees;

   

 

  d)

the Company utilized prior year’s share subscriptions of $115,000 for the issuance of common shares.


Note 15

Subsequent Events

 

 

 

Subsequent to November 30, 2005, the Company:


  a)

issued 82,420,401 common shares at $0.025 per share totaling $2,060,510 pursuant to a private placement;

   

 

  b)

issued 4,285,715 common shares at $0.028 per share totaling $120,000 pursuant to a private placement;

F-26


Silverado Gold Mines Ltd.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2005 and 2004
(Stated in United States Dollars) – Page 20

Note 15 Subsequent Events – (cont’d)

  c)

issued 14,020,000 common shares at $0.03 per share totaling $420,600 pursuant to a private placement;

   

 

  d)

issued 4,076,924 common shares at $0.0325 per share totaling $132,500 pursuant to a private placement;

   

 

  e)

issued 428,573 common shares at $0.035 per share totaling $15,000 pursuant to a private placement.


Note 16

Comparative Figures

 

 

   

Certain figures of the comparative year have been restated to conform with the current year’s presentation.

 

 

Note 17

Restatement

 

 

     

The accompanying consolidated financial statements for the year ended November 30, 2004 have been restated to give effect to the write-off of exploration and development advances previously capitalized.

 

 

 

The effect of the restatements on loss for the period and loss per share is as follows:


    2004    
         
Net loss for the period, as previously stated $  (4,304,232 )  
         
Exploration and development advances written off   (532,131 )  
         
Net loss for the period, as restated $  (4,836,363 )  
         
Net loss per share, as previously stated $  (0.02 )  
         
Exploration and development advances written off   (0.01 )  
         
Net loss per share, as restated $  (0.03 )  

F-27


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

TRI-CON MINING GROUP

We have had related party transactions with Tri-Con Mining Ltd., Tri-Con Mining Inc., Tri-Con Mining Alaska Inc. (collectively the "Tri-Con Mining Group"). Each of Tri-Con Mining Ltd., Tri-Con Mining Inc. and Tri-Con Mining Alaska Inc. are owned and controlled by Mr. Garry Anselmo, our chief executive officer and chief financial officer and the chairman of our board of directors. We are party to three separate contracts dated January 1, 1997 with the Tri-Con Mining Group, one with each of Tri-Con Mining Ltd., Tri-Con Mining Inc. and Tri-Con Mining Alaska Inc.

The Tri-Con Mining Group are operations, exploration and development contractors, and have been employed by us under contract since 1972 to carry out all of our fieldwork and to provide administrative and management services. Under the current contract dated January 1, 1997, work is charged at cost plus 25% for property acquisition, exploration and development and cost plus 15% for mining operations and reclamation. Cost includes out of pocket or actual cost plus 15% charge for office overhead including stand by and contingencies. Capital purchases are exempt from any support charges. Services of the directors of the Tri-Con Mining Group are charged at a rate of Cdn. $75 per hour. Services of the directors of the Tri-Con Mining Group who are also our directors, namely Mr. Anselmo, are not charged. In addition, each agreement requires us to pay a base fee of $10,000 CDN (equal to approximately $8,000 US) per month to each of Tri-Con Mining Ltd., Tri-Con Mining Inc. and Tri-Con Mining Alaska Inc. However, the Tri-Con Mining Group has waived payment of the base fee under two of the agreements and is only paid $10,000 CDN (equal to approximately $8,000 US) per month in total.

We are in arrears $70,282 to the Tri-Con Group as of November 30, 2005 in connection with exploration activities on the Nolan Gold Project during fiscal 2005. At November 30, 2004, we had advanced $532,131 to the Tri-Con Mining Group for exploration, development and administration services to be performed during fiscal 2005 on our behalf. Our financial statements for the year ended November 30, 2004 were restated to give effect to the write-off of these exploration and development advances. For the years 2004 and 2005, the Tri-Con Mining Group’s services for the current fiscal year focused mainly on preparation for year round production on the Nolan property, the low-rank coal-water fuel program as well as corporate planning, exploration, engineering, and, and administration services at both our field and corporate offices.

The aggregate amounts paid to the Tri-Con Mining Group each year by category, including amounts relating to the Grant Mine Project and Nolan properties, for disbursements and for services rendered by the Tri-Con Mining Group personnel working on the Company's projects, and include interest charged on outstanding balances at the Tri-Con Mining Group's borrowing costs are shown below:

    2005     2004  
          (Restated)  
Exploration, development and field services $  673,483   $  948,729  
Administrative and management services   687,510     1,363,148  
Research   120,293     79,967  
Total $  1,481,286   $  2,391,844  
Amount of total charges in excess of Tri-Con            
costs incurred $  154,707   $  275,121  
Excess amount charged as a percentage of actual   10.44%     11.5%  
costs incurred            

- 4 -


STOCK OPTIONS

Grants of Stock Options

We granted options to purchase an aggregate of 30,000,000 shares to certain of our insiders on January 4, 2006 as follows. All options are fully vested and are exercisable at a price of $0.05 per share for a seven year term from the date of grant, being January 4, 2013:

                                           NAME NUMBER OF OPTIONS
Garry Anselmo, President and Director 15,000,000
James Dixon, Director 3,000,000
Stuart McCulloch, Director 3,000,000
John McKay, Secretary 2,000,000
Ed Armstrong, President of Silverado Green Fuel Inc. 4,000,000
Warrack Willson, Vice-President of Silverado Green Fuel Inc. 3,000,000

Reductions to Exercise Prices of Outstanding Stock Options

Effective January 4, 2006, we reduced the exercise price of previously outstanding options held by certain of our insiders to purchase an aggregate of 6,000,000 shares from $0.13 per share to $0.05 per share as follows. All options are fully vested and are exercisable at a price of $0.05 per share for a seven year term from the date of grant, being December 4, 2008:

                                           NAME NUMBER OF OPTIONS
Garry Anselmo, President and Director 3,000,000
James Dixon, Director 500,000
Stuart McCulloch, Director 500,000
John McKay, Secretary 0
Ed Armstrong, President of Silverado Green Fuel Inc. 1,500,000
Warrack Willson, Vice-President of Silverado Green Fuel Inc. 500,000

Effective January 4, 2006, we reduced the exercise price of previously outstanding options held by certain of our insiders to purchase an aggregate of 5,680,000 shares from $0.13 per share to $0.05 per share as follows. All options are fully vested and are exercisable at a price of $0.05 per share for a seven year term from the date of grant, being January 8, 2011:

- 5 -



                                           NAME NUMBER OF OPTIONS
Garry Anselmo, President and Director 2,500,000
James Dixon, Director 800,000
Stuart McCulloch, Director 600,000
John McKay, Secretary 0
Ed Armstrong, President of Silverado Green Fuel Inc. 1,280,000
Warrack Willson, Vice-President of Silverado Green Fuel Inc. 500,000

Effective January 4, 2006, we reduced the exercise price of previously outstanding options held by certain of our insiders to purchase an aggregate of 15,000,000 shares from $0.10 per share to $0.05 per share as follows. All options are fully vested and are exercisable at a price of $0.05 per share for a seven year term from the date of grant, being July 8, 2011:

                                           NAME NUMBER OF OPTIONS
Garry Anselmo, President and Director 6,000,000
James Dixon, Director 2,000,000
Stuart McCulloch, Director 1,500,000
John McKay, Secretary 1,500,000
Ed Armstrong, President of Silverado Green Fuel Inc. 2,500,000
Warrack Willson, Vice-President of Silverado Green Fuel Inc. 1,500,000

Effective January 4, 2006, we reduced the exercise price of previously outstanding options held by certain of our insiders to purchase an aggregate of 550,000 shares from $0.10 per share to $0.05 per share as follows. All options are fully vested and are exercisable at a price of $0.05 per share for a term expiring December 10, 2006:

                                           NAME NUMBER OF OPTIONS
James Dixon, Director 500,000
Stuart McCulloch, Director 50,000

- 6 -


ITEM 13. EXHIBITS

Exhibit  
Number Description of Exhibit
3.1 Articles of the Company (1)
3.2 Amendment to Articles of the Company (2)
3.3 Altered Memorandum of the Company (3)
3.4 Amendment to Articles of the Company (8)
4.1 Share certificate representing common shares of the capital of the Company (1)
10.1 Agreement for Conditional Purchase and Sale of Mining Property between the Company and Roger C. Burggraf dated October 6, 1978 – Grant Mine Property (1)
10.2 Agreement for Conditional Purchase and Sale of Mining Property between the Company and Paul Barelka, Donald May and Mark Thoennes dated May 12, 1979 – St. Paul Property (1)
   
10.3 Lease of Mining Claims with Option to Purchase between the Company and Alaska Mining
  Company, Inc. dated February 3, 1995 – Hammond Property (4)
10.4 Change of Control Agreement between the Company and Garry L. Anselmo dated May, 1995(6)
10.5 Change of Control Agreement between the Company and James Dixon dated May, 1995 (6)
10.6 Amendment to Change of Control Agreement between the Company and Garry L. Anselmo (6)
10.7 Operating Agreement between the Company and Tri-Con Mining Ltd. dated January 1, 1997 (5)
10.8 Operating Agreement between the Company and Tri-Con Mining Inc. dated January 1, 1997 (6)
10.9 Operating Agreement between the Company and Tri-Con Mining Alaska Inc. dated January 1, 1997 (6)
10.10 Contract between the Company and Dr. Warrack Willson dated March 19, 2001 (6)
10.11 Equipment Lease Agreement between the Company and Airport Equipment Rentals Inc. dated October 11, 2002 (6)
10.12 2003 Stock Option Plan (7)
10.13 Form of Warrant Exercise Agreement between the Company and certain of the selling security holders (9)
10.14 Consultant Agreement between the Company and CEOcast, Inc. dated April 21, 2004 (9)
10.15 Subscription Agreement between the Company and Christoph Bruning dated May 10, 2004 (9)
10.16 Consultant Agreement between the Company and Smith Conciglia Consulting, Inc. dated May 16, 2004 (9)

- 7 -



10.17

Form of Delay Agreement between the Company and certain of the Selling Shareholders.(9)

10.18

2004 Stock Option Plan (10)

10.19

2006 Stock Option Plan (11)

14.1

Code of Ethics (11)

31.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(12)

32.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(12)

   
(1)

Filed as an exhibit to the Company’s Registration Statement on Form 10 filed initially on May 11, 1984, as amended.

(2)

Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed on July 15, 1997.

(3)

Filed as an exhibit to the Company’s Current Report on Form 8-K filed on September 11, 2002.

(4)

Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended November 30, 1995.

(5)

Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended November 30, 1996.

(6)

Filed as an exhibit to the Company’s Annual Report on Form 10-KSB for the year ended November 30, 2002.

(7)

Filed as an exhibit to the Company’s Schedule 14A Proxy Statement filed April 29, 2003.

(8)

Filed as an exhibit to the Company’s Current Report on Form 8-K filed on June 13, 2003.

(9)

Filed as an exhibit to the Company’s Registration Statement on Form SB-2 filed on May 19, 2004;

(10)

Filed as an exhibit to the Company’s Quarterly Report on Form 10-QSB filed on July 15, 2004.

(11)

Filed as an exhibit to the Company's Annual Report on Form 10-KSB for the year ended November 30, 2005 filed on February 28, 2006.

(12)

Filed as an exhibit to this Amendment No. 1 to the Company's Annual Report on Form 10-KSB for the year ended November 30, 2005.

- 8 -


SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SILVERADO GOLD MINES LTD.
   
   
   
By: /s/ Garry L. Anselmo  
  Garry L. Anselmo, President
  Chief Executive Officer and Chief Financial Officer
  Director
   
Date: March 27, 2006

In accordance with the Securities Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By: /s/ Garry L. Anselmo  
  Garry L. Anselmo, President
  Chief Executive Officer and Chief Financial Officer  
  (Principal Executive Officer)
  (Principal Financial Officer and Principal Accounting Officer)
  Director
   
Date: March 27, 2006
   
   
   
   
By: /s/ James F. Dixon  
  James F. Dixon
  Director
   
Date: March 27, 2006
   
   
   
   
By: /s/ Stuart McCulloch  
  Stuart McCulloch
  Director
   
Date: March 27, 2006

- 9 -