10QSB 1 form10qsb.htm QUARTERLY REPORT FOR THE PERIOD ENDED AUGUST 31, 2007 Filed by Automated Filing Services Inc. (604) 609-0244 - Silverado Gold Mines Ltd. - Form 10-QSB

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

FORM 10-QSB

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: August 31, 2007

OR

[   ] 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 AS SPECIFIED IN ITS CHARTER)

British Columbia, Canada 98-0045034
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
   
1111 West Georgia Street, Suite 1820,  
Vancouver, British Columbia, Canada V6E 4M3
(Address of principal executive offices) (Zip Code)

Issuer's telephone number: (604) 689-1535

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

Number of shares outstanding as of October 22, 2007: 778,607,717 common shares.

Transitional Small Business Disclosure Format: Yes [   ]   No [X]

1


SILVERADO GOLD MINES LTD. AND SUBSIDIARIES
(An Exploration Stage Company)
INDEX
Period Ended August 31, 2007

      Page
       
PART I FINANCIAL INFORMATION  
       
  ITEM 1 FINANCIAL STATEMENTS  
       
    Condensed Consolidated Balance Sheets as of August 31, 2007 (unaudited) and November 30, 2006 3
       
Condensed Consolidated Statements of Operations for the three and nine months ended August 31, 2007 and 2006, and for the period from December 1, 2001 (Recommencement of Exploration Stage) through August 31, 2007 (unaudited) 4
       
Condensed Consolidated Statements of Cash Flows for the nine months ended August 31, 2007 and 2006 and for the period from December 1, 2001 (Recommencement of Exploration Stage) through August 31, 2007 (unaudited) 5
       
    Notes to the Condensed Consolidated Financial Statements as of August 31, 2007 (unaudited) 6
       
  ITEM 2 MANAGEMENT'S DISCUSSION OR ANALYSIS OR PLAN OF OPERATION 10
       
  ITEM 3 CONTROLS AND PROCEDURES 14
       
PART II OTHER INFORMATION  
       
  ITEM 1 LEGAL PROCEEDINGS 15
       
  ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 15
       
  ITEM 3 DEFAULTS UPON SENIOR SECURITIES 15
       
  ITEM 4 SUBMISISON OF MATTERS TO A VOTE OF SECURITY HOLDERS 15
       
  ITEM 5 OTHER INFORMATION 15
       
  ITEM 6 EXHIBITS 15
       
SIGNATURES 17

2


PART I
FINANCIAL INFORMATION

ITEM 1.                               FINANCIAL STATEMENTS

SILVERADO GOLD MINES LTD. AND SUBSIDIARIES
(An Exploration Stage Company)
CONDENSED CONSOLIDATED BALANCE SHEETS
(Stated in United States Dollars)

    August.31     November 30,  
    2007     2006  
    (unaudited)        
ASSETS    
Current Assets            
     Cash and cash equivalents $  647,416   $  3,509,418  
     Gold inventory   2,597,877     511,629  
     Other receivables   138,604     9,972  
    3,383,897     4,031,019  
Property, plant and equipment, net   2,186,336     1,053,533  
  $  5,570,233   $  5,084,552  
LIABILITIES    
Current Liabilities            
     Accounts payable and accrued liabilities $  302,806   $  332,229  
     Mineral claims royalty payable   410,000     380,000  
     Payable to related party   1,052,104     359,834  
     Convertible debentures   140,000     140,000  
     Capital lease obligation, current portion   119,800     129,286  
    2,024,710     1,341,349  
Asset retirement obligation   540,598     521,058  
Capital lease obligations   -     247,129  
    2,565,308     2,109,536  
STOCKHOLDERS' EQUITY    
Stockholders' Equity            
Common stock, authorized:            
         Unlimited common shares with no par value;            
         Issued and outstanding:
           
         717,448,757 common shares (2006: 594,722,333)   87,125,782     82,538,598  
Additional paid-in capital   1,200,408     466,314  
Subscriptions received   312,460     273,600  
Accumulated deficit during exploration stage   (85,633,725 )   (80,303,496 )
    3,004,925     2,975,016  
  $  5,570,233   $  5,084,552  

The accompanying footnotes are an integral part of the condensed consolidated financial statements

3


SILVERADO GOLD MINES LTD. AND SUBSIDIARIES
(An Exploration Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME
(Stated in United States Dollars)

                            Period Since  
                            Recommencement  
                            of Exploration  
    Three months ended August 31     Nine months ended August 31     Stage  
    2007     2006     2007     2006     December 1, 2001  
    (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)     to August 31, 2007  
                               
General and administrative expenses                              
   Accounting and audit $  29,794   $  11,287   $  83,929   $  83,053   $  367,566  
   Advertising and promotion   171,242     36,038     722,009     218,744     2,526,608  
   Consulting fees   229,818     175,724     891,982     788,501     6,498,272  
   Depreciation, amortization, accretion and impairment   54,142     57,412     147,370     167,073     2,117,617  
   Exploration expenses (net of gold proceeds: $284,753                              
      and $489,190 and inventory change: $2,241,664 and                              
      $2,086,248 for the 3 and 9 months, respectively)   (1,347,878 )   767,864     879,756     2,100,326     12,759,436  
   Financing activities                   252,003  
   Interest on capital lease obligations   3,338     9,616     14,825     33,621     315,601  
   Interest on convertible debentures   2,800     2,800     8,400     8,400     693,007  
   Legal   68,073     5,775     174,118     191,237     709,775  
   Management services   339,806     263,089     967,609     745,859     3,918,463  
   Office   253,673     84,949     668,367     569,048     3,396,683  
   Other interest and bank charges   1,962     2,560     8,546     8,143     45,028  
   Reporting and investor relations   65,721     96,281     191,584     164,763     503,370  
   Research   13,500     20,441     71,888     86,358     807,265  
   Stock-based compensation           734,094         734,094  
   Transfer agent fees and mailing   10,185     8,014     38,049     27,615     190,086  
   Write-down of property, plant and equipment                   285,875  
   Write-off of mineral claim expenditures                   1,159,529  
            Total Expenses   (103,824 )   1,541,850     5,602,526     5,192,741     37,280,278  
                               
Income (loss) from operations   103,824     (1,541,850 )   (5,602,526 )   (5,192,741 )   (37,280,278 )
Interest and other income   10,009     91,531     58,652     108,105     296,631  
Cumulative effect of accounting change                   (153,226 )
Other comprehensive income                              
   Gain (loss) on foreign exchange   (25,160 )   840     213,645     75,454     351,840  
                               
Comprehensive income (loss) for the period $  88,673   $  (1,449,479 ) $  (5,330,229 ) $  (5,009,182 ) $  (36,785,033 )
                               
Net income (loss) per share, basic and diluted $  0.000124   $  (0.002542 ) $  (0.007873 ) $  (0.009894 )      
                               
Weighted average number of common shares                              
   outstanding, basic and diluted   716,459,626     570,301,569     677,014,546     506,289,678        

The accompanying footnotes are an integral part of the condensed consolidated financial statements

4


SILVERADO GOLD MINES LTD. AND SUBSIDIARIES
(An Exploration Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Stated in United States Dollars)

                Period Since  
                Recommencement  
    Nine Months Ended     Nine Months Ended     of Exploration Stage  
                   
    August 31, 2007     August 31, 2006     December 1, 2001 to  
    (unaudited)     (unaudited)     August 31, 2007  
                   
                   
CASH PROVIDED BY (USED FOR):                  
                   
Operating activities:                  
     Loss for the period $  (5,330,229 ) $  (5,009,182 ) $  (36,785,033 )
     Adjustments to reconcile loss to net cash used in operating                  
     activities:                  
             Common stock issued, non-cash expenses   868,058     663,000     5,138,898  
             Cumulative effect of accounting change           153,226  
             Depreciation, amortization, accretion and impairment   147,370     167,073     2,117,617  
             Interest accrued           486,370  
             Non-cash financing expense           252,003  
             Stock-based compensation   734,094         734,094  
             Write-down of property, plant and equipment           285,875  
             Write-off of mineral claim expenditures       (50,000 )   1,159,529  
     Changes in non-cash operating working capital:                  
             Increase in gold inventory   (2,086,248 )   (590,695 )   (2,586,737 )
             Increase in other receivables   (128,632 )   (4,496 )   (135,729 )
             Increase in accounts payable and accrued liabilities   (9,883 )   (137,772 )   (292,440 )
             Increase in mineral claims royalty payable   30,000         93,500  
    (5,775,470 )   (4,962,072 )   (29,378,827 )
                   
Investing activities:                  
     Purchase of property, plant and equipment   (1,280,173 )   (42,864 )   (2,664,482 )
     Disposal of property, plant and equipment           207,289  
    (1,280,173 )   (42,864 )   (2,457,193 )
                   
Financing activities:                  
     Advances from related party   692,270     174,599     760,792  
     Repayment of loans payable           (35,729 )
     Repayment of capital lease obligation   (256,615 )   (262,819 )   (1,011,807 )
     Repayment of convertible debentures       (36,652 )   (74,999 )
     Common stock issued for debentures           217,687  
     Common stock issued for cash (net of share issue costs)   3,757,986     9,290,110     32,610,399  
    4,193,641     9,165,238     32,466,343  
                   
Increase (decrease) in cash   (2,862,002 )   4,160,302     630,323  
                   
                   
Cash at beginning of the period   3,509,418     408,589     17,093  
                   
Cash at end of the period $  647,416   $  4,568,891   $  647,416  
                   
Supplemental cash flow information                  
Non-cash financing activity                  
     Issuance of shares for non-cash expenses $  868,058   $  559,000        

The accompanying footnotes are an integral part of the condensed consolidated financial statements

5


SILVERADO GOLD MINES LTD. AND SUBSIDIARIES
(An Exploration Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
as of August 31, 2007
(Unaudited)
(Stated in United States Dollars)

1. Basis of Presentation, Recent Accounting Pronouncements and Significant Accounting Policies
   
 

Basis of Presentation:

   

The unaudited condensed consolidated financial statements include the accounts of Silverado Gold Mines Ltd. and its wholly-owned subsidiaries Silverado Gold Mines Inc. and Silverado Green Fuel Inc. (collectively “Silverado”). These statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information.

   

The unaudited condensed consolidated financial statements do not include all information and footnote disclosures required under United States generally accepted accounting principles. In Management’s opinion, all adjustments (consisting solely of normal recurring accruals) considered necessary for a fair presentation of the financial position, results of operations and cash flows as of August 31, 2007, and for all periods presented, have been included. Readers of these financial statements should note that interim results for the nine-month periods ended August 31, 2007, and August 31, 2006, are not necessarily indicative of the results that can be expected for the fiscal year as a whole.

   

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in Silverado’s annual report on Form 10-KSB for the fiscal year ended November 30, 2006.

   

Recent Accounting Pronouncements and Interpretations

   

In February 2007, the FASB issued SFAS No. 159, “Establishing the Fair Value Option for Financial Assets and Liabilities (“SFAS No. 159”). SFAS No. 159 was to permit all entities to choose to elect, at specified election dates, to measure eligible financial instruments at fair value. An entity shall report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date, and recognize upfront costs and fees related to those items in earnings as incurred and not deferred. SFAS No. 159 applies to fiscal years beginning after November 15, 2007, with early adoption permitted for an equity that has also elected to apply the provisions of SFAS No. 157, “Fair Value Measurements”. An entity is prohibited from retrospectively applying SFAS No. 159, unless it chooses early adoption. SFAS No. 159 also applies to eligible items existing at November 15, 2007 (or early adoption date). The Company is evaluating the impact of the adoption of SFAS No. 159 could have on the Company’s consolidated financial statements.

   

In December 2006, the Financial Accounting Standards Board (FASB) issued Staff Position (FSP) EITF 00-19-2, “Accounting for Registration Payment Arrangements”. This FSP specifies that the contingent obligation to make future payments or otherwise transfer consideration under a registration payment arrangement, whether issued as a separate agreement or included as a provision of a financial instrument or other agreement, should be separately recognized and measured in accordance with FASB Statement No. 5, “Accounting for Contingencies”. The guidance is effective for fiscal years beginning December 15, 2006. The Company is evaluating what the impact of the adoption of SFAS No. 159 could have on the Company’s consolidated financial statements.

   

FASB Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements, issued in September 2006, establishes a formal framework for measuring fair value under GAAP. It defines and codifies the many definitions of fair value included among various other authoritative literature, clarifies and, in some instances, expands on the guidance for implementing fair value measurements, and increases the level of disclosure required for fair value measurements. Although SFAS No. 157 applies to and amends the provisions of existing FASB and AICPA pronouncements, it does not, of itself, require any new fair value measurements, nor does it establish valuation standards. SFAS No. 157 applies to all other accounting pronouncements requiring or permitting fair value measurements, except for; SFAS No. 123 (R), share-based payment and related pronouncements, the practicability exceptions to fair value determinations allowed by various other authoritative pronouncements, and AICPA Statements of Position 97-2 and 98-9 that deal with software revenue recognition. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company is evaluating the impact of SFAS 157 on its consolidated financial statements.

   

In June 2006, FASB issued FIN 48 (“FIN48”). “Accounting for Uncertainty in Income Taxes” was issued, which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold

5


SILVERADO GOLD MINES LTD. AND SUBSIDIARIES
(An Exploration Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
as of August 31, 2007
(Unaudited)
(Stated in United States Dollars)

and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FASB 48 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006, and earlier application of the provision of FIN 48 is encouraged if the enterprise has not yet issued financial statements, including interim financial statements, in the period that FIN 48 is adopted. The Company is evaluating the impact of the adoption of FIN 48, and the effect it could have on its consolidated financial statements.

   

Use of Estimates

   

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could vary from these estimates.

   

Fair Value of 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.

   
2.

Related Party Transactions:

   

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

   

The Tri-Con Group provides operations, exploration and development contractors and has been employed by the Company under contract since 1972 to carry out all the Company’s fieldwork and to provide administrative and management services. The current contract dated January 1, 1997 specifies work is charged at cost plus 25% for exploration and cost plus 15% for development and mining services. 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.

   

At August 31, 2007, Silverado owed $1,052,104 to Tri-Con for exploration and administration services performed on behalf of Silverado. Tri-Con‘s services for the current fiscal year are focusing mainly on Silverado’s Low-Rank Coal- Water Fuel program, as well as corporate planning and preparation for year-round operations on the Nolan property and administration services at both field and corporate offices.

   

The aggregate amounts owed to Tri-Con each period include: services rendered for the nine months ended August 31, 2007 by Tri-Con personnel working on Silverado projects such as the Nolan Gold Project; disbursements incurred; and, interest on the outstanding balance at Tri-Con’s cost of borrowing for the following categories:


      Nine Months     Nine Months  
      Ended August 31,     Ended August 31,  
      2007     2006  
      (unaudited)     (unaudited)  
               
  Exploration services (before gold proceeds and inventory change) $  3,216,511   $ 2,100,326  
  Administrative and management services   967,609     1,140,150  
  Research   71,888     86,358  
    $  4,256,008   $  3,326,834  

6


SILVERADO GOLD MINES LTD. AND SUBSIDIARIES
(An Exploration Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
as of August 31, 2007
(Unaudited)
(Stated in United States Dollars)

3.

Basic and Diluted Loss per Share:

   

Basic loss per share is 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.

   
4.

Gold Inventory:

   

The Company values its inventory using the spot gold price at the end of the reporting period. On average, the Company’s test production of past years has yielded 50% gold dust and 50% gold nuggets. Gold dust has brought a sales price equivalent to the spot gold price. Gold nuggets, however, are considered to be gem or jewelry items. They are valued according to weight, purity, character, and relative flatness (wearing quality). Historically, the Company’s gold nuggets have sold above the spot gold price.


      Troy Ounces     Spot Price     Balance  
  Gold Inventory                  
         Balance, November 30, 2006, at spot rate   791.14   $  646.70   $  511,629  
            Gold extraction, Quarter 3   3,726.80              
                      Gold sold, Quarter 1   (254.83 )            
                      Gold sold, Quarter 2                
                      Gold sold, Quarter 3   (397.22 )            
            Gold sold, YTD   (652.05 )            
         Balance, August 31, 2007, at spot rate   3,865.88   $  672.00   $  2,597,877  

Proceeds from gold sales from gold extracted during test mining are recorded as a reduction of exploration costs during the period the Company is in the exploration stage. The Company sold 652.05 troy ounces of gold for gross proceeds of $489,190 (at an average price of $750.23 per troy ounce) which have been directly applied as a reduction to exploration costs. Furthermore the net change of $2,086,248 in the final valuation of inventory has been directly applied as a reduction to exploration costs as well.

   
5.

Property, Plant and Equipment:

   

Property, plant and equipment are stated at cost. Depreciation and amortization is provided on a straight line basis as follows:


  Building, plant and equipment 3 to 20 years
  Mining equipment under capital lease 10 years
  Auto and trucks 5 years
  Computer equipment 3 years
  Leaseholds improvements Length of lease(s)

Property, plant and equipment primarily include mining equipment and camp facilities at the Nolan Gold Project. Leasehold improvements are for both the Vancouver, BC and Fairbanks, AK offices.

Assets currently in construction are segregated and will be reclassified as depreciable assets as soon as they are put into use.

7


SILVERADO GOLD MINES LTD. AND SUBSIDIARIES
(An Exploration Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
as of August 31, 2007
(Unaudited)
(Stated in United States Dollars)

      August 31, 2007     November 30, 2006  
  Depreciable assets, in use            
         Nolan buildings $  63,000   $  63,000  
         Nolan mining equipment   1,472,443     869,630  
         Nolan mining equipment under capital lease   819,842     819,842  
         Other equipment   502,047     447,047  
         Leasehold improvements   619,404      
      3,476,736     2,199,519  
  Assets in construction            
         Equipment and facilities, deposits and construction in progress   2,956      
      3,479,692     2,199,519  
  Accumulated depreciation, amortization, accretion and impairment   (1,293,356 )   (1,145,986 )
    $  2,186,336   $  1,053,533  

6.

Debentures:

   

On March 1, 2001, Silverado completed negotiations to restructure convertible debentures totaling $2,000,000. Replacement debentures totaling $2,564,400 were issued in consideration of cancellation of the original debentures plus all accrued interest to March 1, 2001. As of November 30, 2004 the replacement debentures were repaid in full.

   

Remaining original convertible debentures totaling $140,000 and accrued interest of $106,827 are in default, however, it is unclear whether they will be exchanged for replacement debentures as Silverado has been unsuccessful in its extensive attempts to locate the holders.

   
7.

Capital Lease Obligation:

   

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. Depreciation of assets under capital leases charged to expense during the period ended August 31, 2007 was $81,984 (2006: $134,893).

   

The components of the capital lease obligation as of August 31, 2007 and November 30, 2006 are as follows:


      August 31, 2007     November 30, 2006  
               
  Total future lease payments $  121,687   $  419,602  
  Less: interest   (1,887 )   (43,187 )
      119,800     376,415  
  Less: current portion   (119,800 )   (129,286 )
  Long-term portion $  —   $  247,129  

8


SILVERADO GOLD MINES LTD. AND SUBSIDIARIES
(An Exploration Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
as of August 31, 2007
(Unaudited)
(Stated in United States Dollars )

8.

Common Shares:

   

During the nine months ended August 31, 2007 the Company had the following common share transactions:


      Description        
                               
      Private       Options   Warrants   Total No. of        
Activity Date       Consulting               Price per share   Capital Stock
      Placements       Exercised   Converted    shares        
                               
Balance, November 31, 2006                   630,785,052       $82,538,598
Shares issued December 12, 2006           500,000       500,000   $0.05000   25,000
Shares issued December 15, 2006       200,000           200,000   $0.13000   26,000
Shares issued January 2, 2007       375,000           375,000   $0.07000   26,250
Shares issued January 5, 2007       3,800,000           3,800,000   $0.08000   304,000
Shares issued January 16, 2007               2,500,000   2,500,000   $0.06000   150,000
Shares issued January 17, 2007       200,000           200,000   $0.13000   26,000
Shares issued February 21, 2007       200,000           200,000   $0.13000   26,000
Shares issued February 23, 2007               11,500,000   11,500,000   $0.03000   345,000
3 month period ended February 28, 2007     4,775,000   500,000   14,000,000   19,275,000       928,250
Shares issued March 1, 2007       1,170,067           1,170,067   $0.09350   109,401
Shares issued March 7, 2007               8,571,429   8,571,429   $0.07000   600,000
Shares issued March 7, 2007       200,000           200,000   $0.11000   22,000
Shares issued March 8, 2007               8,771,930   8,771,930   $0.07000   614,035
Shares issued March 16, 2007               200,000   200,000   $0.05000   10,000
Shares issued March 22, 2007               1,100,000   1,100,000   $0.05000   55,000
Shares issued April 1, 2007       375,000           375,000   $0.14000   52,500
Shares issued April 16, 2007           4,300,000       4,300,000   $0.05000   215,000
Shares issued April 16, 2007       200,000           200,000   $0.15000   30,000
Shares issued April 20, 2007           200,000       200,000   $0.07000   14,000
Shares issued April 25, 2007           2,000,000       2,000,000   $0.05000   100,000
Shares issued April 30, 2007           2,000,000       2,000,000   $0.05000   100,000
Shares issued May 9, 2007           1,280,000       1,280,000   $0.05000   64,000
Shares issued May 11, 2007       634,251           634,251   $0.10115   64,156
Shares issued May 15, 2007       200,000           200,000   $0.10000   20,000
Shares issued May 18, 2007               17,305,765   17,305,765   $0.05000   865,288
Shares issued May 22, 2007               17,105,263   17,105,263   $0.05000   855,263
Share issue costs May 31, 2007                         (293,459)
3 month period ended May 31, 2007     2,779,318   9,780,000   53,054,387   65,613,705       3,497,184
Shares issued June 18, 2007       200,000           200,000   $0.10000   20,000
Shares issued July 11, 2007       375,000           375,000   $0.09000   33,750
Shares issued July 16, 2007       600,000           600,000   $0.09000   54,000
Shares issued August 16, 2007       600,000           600,000   $0.09000   54,000
3 month period ended August 31, 2007     1,775,000       1,775,000       161,750
Balance, August 31, 2007                   717,448,757       $ 87,125,782


SILVERADO GOLD MINES LTD. AND SUBSIDIARIES
(An Exploration Stage Company)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
as of August 31, 2007
(Unaudited)
(Stated in United States Dollars)

9.

Commitments:

   

The Company entered into a new seven-year lease expiring August 2014 for its Vancouver, BC office when obliged to vacate its previous lease location at the expiry of the lease. The annual lease commitment is $130,658.

   

The Company entered into a five-year lease expiring February 2012 for its Fairbanks, AK office at an annual lease cost of $18,000 subject to a 4% increase per year.


    Vancouver, BC    Fairbanks, AK
  Year 1 $ 130,658   $ 18,000
  Year 2 $ 130,658   $ 18,720
  Year 3 $ 130,658   $ 19,469
  Year 4 $ 130,658   $ 20,248
  Year 5 $ 130,658   $ 21,057

10.

Subsequent Events:

     

The Company issued an aggregate of 61,158,960 common shares totaling $2,033,460 as follows:

     

500,000 common shares ranging from $0.05 to $0.07 per share totaling $29,000 cash pursuant to stock options exercised;

1,492,291 common shares at $0.07 per share totaling $104,460 pursuant to consulting agreements; and

59,166,669 common shares ranging from $0.03 to $0.04 per share totaling $1,900,000 cash.

     

On October 1, 2007, the Company sold 915.06 troy ounces of gold at $742.50 per troy ounce yielding gross proceeds of $679,432.

     

On October 2, 2007, the Company paid $50,000 for mineral claims royalties in connection with the Hammond Property in the Wiseman Mining District of Alaska.



ITEM 2.                               MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

FORWARD-LOOKING STATEMENTS

The information in this Quarterly Report on Form 10-QSB contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements involve risks and uncertainties, including statements regarding Silverado’s capital needs, business plans and expectations. Such forward-looking statements involve risks and uncertainties regarding the market price of gold, availability of funds, government regulations, common share prices, operating costs, capital costs, outcomes of gold recovery activities and other factors. Forward-looking statements are made, without limitation, in relation to operating plans, property exploration and gold recovery activities, availability of funds, environmental reclamation, operating costs and permit acquisition. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "seek", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential" or ”target", the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined below, and, from time to time, in other reports Silverado files with the Securities Exchange Commission (the “SEC”). These factors may cause actual results to differ materially from any forward-looking statement. Management disclaims any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

OVERVIEW

I. MINING

Silverado Gold Mines Ltd. and its wholly-owned subsidiaries Silverado Gold Mines Inc. and Silverado Green Fuel Inc. (collectively referred to herein interchangeably as the “Company” and “Silverado”) are engaged in the acquisition and exploration of mineral properties in the State of Alaska. Precious metals, primarily gold, is the main interest. Silverado has more than 35 years of experience in all aspects of the gold mining industry, from grass-roots exploration, to state of the art mining and processing technologies, for both lode and placer gold deposits. The primary focus is presently on the continued exploration of the Nolan Gold Project, located 175 air miles north of Fairbanks, Alaska. These plans include exploration for both lode gold deposits and placer gold deposits at the Nolan Gold Project. The exploration activities include lode diamond drilling and trenching, geochemical and geophysical surveys, placer rotary drilling, and placer test mining work carried out as part of Silverado’s exploration programs.

Silverado holds interests in four groups of mineral properties in Alaska, as described below:

  1.

Nolan Gold Property;

a Nolan Test Mining — Swede Channel & Mary’s East
b. Nolan Lode and Placer Exploration
       
  2.

Hammond Property;

       
  3.

Eagle Creek Property; and

       
  4.

Ester Dome Property.

As an exploration stage company, all of the properties are presently in the exploration stage. Silverado does not have any commercially viable reserves on any of the properties, and there is no assurance that commercially viable mineral deposits exist on any of the mineral properties. Further exploration will be required before a final evaluation of the feasibility of commercial mining on any of the properties is determined. There is no assurance that further exploration will result in a final evaluation that determines a commercially viable mineral deposit exists on any of the mineral properties.

At the Nolan Placer Gold Mine, the nature of all deposits encountered to date are small (4,000 to 14,000 bank cubic yards) but high grade in nature. Silverado mines them, processes the gold bearing gravels and sells this gold even though the criteria for a proven reserve has not been met. There are many profitable mines in the U.S. and Canada today that have no proven “reserves”.

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II. LOW-RANK COAL WATER FUEL

Silverado has been working for six years through its Low-Rank Coal-Water Fuel (Green Fuel) division on the development of “Green Fuel”, a non-toxic liquid fuel product derived from low-rank coals. In its finished form the fuel is a non-toxic, non-hazardous environmentally friendly strategic (liquid) fuel. The primary focus of the Company is presently to secure financing to proceed with the establishment of a demonstration facility in Mississippi designed to document the combustion characteristics of Green Fuel using low-rank lignite coal and to obtain “scale-up” parameters for the building of a full scale commercial production facility. A successful demonstration project could lead to the construction of a commercial production facility to manufacture the low-rank coal-water fuel for further processing to yield a host of additional fuels and energy products such as hydrogen.

PLAN OF OPERATIONS

Management’s plan of operation for the next quarter is discussed below:

I. MINING

1. NOLAN GOLD PROPERTY

a. The Nolan Test Mining — Swede Channel and Mary’s East

During the period covered by this report, mining concentrated on washing and processing the Swede Channel and Mary’s East 2006 stockpiles, which consisted of 18,320 loose cubic yards (LCY) of gold-bearing gravels. A total of 2,811.74 ounces of nugget gold ¼” and larger were recovered during the sluicing operations this summer. These large nuggets were systematically removed from the upper portions of the wash plant gold-recovery system throughout the past three months. The nugget gold recovered this year ranges from 1/10th of an ounce to 18.32 ounces.

In addition, 207.23 pounds of concentrate that contains gold particles smaller than ¼” in size were separated and delivered for refining in October 2007 yielding 915.06 troy ounces of gold and 65.12 troy ounces of silver, for a combined season total of 3,726.8 troy ounces of gold. The 2007 expected gold recoveries will be nearly four times that of 2006. Management is hopeful that gold recovery may exceed annual costs associated with extraction and processing, especially since this year’s costs are relatively lower that those of 2006 in which upfront investment was required before extraction and processing could occur.

Exploration costs comprising exploration, test mining extraction and processing activities are recorded as incurred in an exploration stage company; thus may fluctuate widely due to activity levels of the period and gold recoveries posted.

Exploration costs are not only reduced by gold proceeds from the sale of gold inventory, but also by the value of the gold inventory held by the Company. The net increase in the inventory balance at August 31, 2007 was also deducted from exploration costs of the company, resulting in negative exploration costs for the quarter. Any future spot rate increases or decreases from the August 31, 2007 level of $672 will be deducted from or added to the exploration costs, respectively, in the future period in which inventory is re-valued or the gold is sold.

b. Nolan Lode and Placer Exploration

During June, July and August, lode exploration focused on soil sampling, ground geophysical surveying, trenching and drilling on its Nolan property.

Silverado undertook backhoe trenching on its Nolan Creek property, resulting in the excavation of seven trenches totaling 1,420 feet to further investigate the gold-antimony-bearing quartz vein systems in Zone 1, Zone 2 and Zone 3 of the southern portion of the five-mile long Solomon’s Shear zone. A total of 168 combined select chip and continuous chip rock samples were collected during the trenching program and submitted to ALS Chemex in Fairbanks for analysis. Of the 136 samples analyzed to date, 16 are still being quantitatively assayed for total antimony. Gold values analyzed thus far reach as high as 5.22 ounces gold per ton and antimony values reach as high as 48.07% .

The company also conducted reconnaissance work in other areas on its Nolan Creek property.

11


A total of 989 soil samples were collected during the 2007 ground geochemical survey and have been sent to ALS Chemex in Fairbanks for analysis. The 417 samples analyzed to date show a distinct arsenic and antimony anomalous trend on the eastern part of the Solomon Shear trend. Arsenic anomalies are strong indicators of the presence of gold, and these arsenic and co-incident geophysical anomalies, in part, exist uphill from the areas where Silverado in past years has recovered its largest gold nuggets, the largest over 41 troy ounces alone.

Along with the soil sampling campaign, Silverado conducted an extensive very low frequency electromagnetic (VLF-EM) ground geophysical survey to identify structures such as shear zones, faults, and veins that occur within the bedrock.

Exploration drilling started in mid August using the company’s recently purchased diamond drill rig. By the end of the third quarter of the fiscal year, a total of 680 feet had been drilled. The drilling program focuses on an area North of Smith Creek, where company backhoe trenching previously identified three zones that contain gold-antimony bearing quartz vein systems.

The Company plans to continue with exploration at the Nolan Lode and Placer properties within the Nolan Gold Project. The objective of this geological exploration program is to further define both lode and placer gold occurrences in order to provide a basis for future exploration activities, test-mining and eventually continuous mining activities at the Nolan Gold Project. Silverado’s lode exploration work is intended to increase Silverado’s geological knowledge on the Solomon Shear Trend and other lode gold occurrences on the properties.

Silverado plans to spend approximately $800,000 during the next three months on its exploration activities connected with the Nolan Gold Project. It is anticipated approximately $300,000 will be spent on test mining activities and bulk sampling, and $500,000 will be spent on exploration activities, including a placer and diamond core drilling exploration program for exploration for lode gold and antimony occurrences.

2. HAMMOND PROPERTY

The Company has paid $50,000 towards annual rentals to date and paid another $50,000 in September 2007 to keep the mining claims in good standing.

3. EAGLE CREEK PROPERTY

The Number One Vein on this property was the lode quartz gold structure that was mined commercially for antimony in the past, earning the property the title of Alaska’s second largest antimony producer.

Annual assessment work was carried out on the property thereby keeping the mining claims in good standing. Assessment work was focused on the Northwest part of the claim block, where drilling and trenching has defined an intrusive host rock, thought to be a sill, containing low grade gold, silver and antimony mineralization. If funding permits in the future, the Company anticipates that it would design a drilling program to further investigate the gold and by-product mineral distribution of the intrusive.

Claim survey work was undertaken on all Eagle Creek claims to ensure they are in complete compliance with the most stringent maintenance regulations concerning mineral claims.

4. ESTER DOME PROPERTY

Significant drilling, underground and open-cut mining and sporadic milling of this property led to resource definition and the production and sale of some $10,000,000 in gold/silver bouillon bars in the past by Silverado.

Reclamation work to complete the closure of the Grant Mill Tailings Pond is expected to be done during the summer of 2008. This pond is filled to capacity, and will be capped and decommissioned after final approval of the tailings pond closure plan is received from State of Alaska regulatory agencies.

With respect to other areas on this property, several large scale projects have been proposed over the past ten years, but deferred either as a result of poor market conditions or due to internal decisions that favored shifting financial and manpower resources to the Nolan Gold Project.

12


There is no assurance that the Silverado’s test mining activities will result in a final evaluation that a commercially viable mineral deposit exists on any of the Company’s mineral properties that comprise the Nolan Gold Project.

With respect to Nolan Gold Project along with the Hammond, Eagle Creek, and Ester Dome Properties, additional exploration will be required before a final evaluation as to the economic and legal feasibility of mining these properties can be determined. There is no assurance that further exploration will result in a final evaluation that a commercially viable mineral deposit exists on any of Silverado’s properties.

The actual amount that Silverado spends on exploration will depend on the actual amount of funds that it has available for exploration. The costs of exploration and test mining are offset by the inventorying of gold and selling of gold, the values of which have surpassed costs during the period covered by this report.

II. LOW-RANK COAL WATER FUEL PROJECT

Management anticipates spending approximately $200,000 during the next quarter on continued work to seek funding from the United States federal and state governments in connection with the establishment of the $26,000,000 demonstration Green Fuel facility in Mississippi.

While there are no assurances that financing will be obtained, Silverado has begun the construction permitting process and has initiated a $140,000 study of the Red Hills lignite coal in order to assist with permitting.

The Company anticipates its current cash, gold inventory, and recent financing to be sufficient funding for the current plan of operations. Any need for additional funding will be contingent on the results of exploration and test mining activities of the next quarter.

OFF-BALANCE SHEET ARRANGEMENTS

Silverado has not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that would be material to investors.

CRITICAL ACCOUNTING POLICIES

Critical accounting policies (the policies Management believes are the most important to the presentation of Silverado’s financial statements and require the most difficult, subjective and complex judgments) are outlined in the notes to the consolidated financial statements.

13


ITEM 3.                               CONTROLS AND PROCEDURES

  (a)

Disclosure Controls and Procedures.

       
 

Regulations under the Securities Exchange Act of 1934, as amended (the "Exchange Act") require public companies to maintain "disclosure controls and procedures", which are defined to mean a company's controls and other procedures that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Exchange Act. Silverado’s Chief Executive Officer and Chief Financial Officer (the “Certifying Officers”) carried out an evaluation of the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on those evaluations, the Certifying Officers concluded that:

       
  (i)

Silverado’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports the Company files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Exchange Act and that such information is accumulated and communicated to Silverado’s management, including the Certifying Officers, as appropriate to allow timely decisions regarding required disclosure; and,

       
  (ii)

Silverado’s disclosure controls and procedures as of the end of the period covered by this report are effective.

       
  (b)

Changes in Internal Control Over Financial Reporting.

       
 

During the period covered by this report, there were no changes in Silverado’s internal controls or, to Management’s knowledge, in other factors that have materially affected, or are reasonably likely to materially affect, Silverado’s internal control over financial reporting. While Management believes that Silverado’s disclosure controls and procedures and its internal control over financial reporting are effective, no system of controls can prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Silverado have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with its policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected

14


PART II
OTHER INFORMATION

ITEM 1.                               LEGAL PROCEEDINGS

There are no other past, pending or, to our knowledge, threatened legal proceedings or administrative actions which are expected to have a material adverse effect upon Silverado’s business, prospects financial condition or operations.

ITEM 2.                               UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Silverado has not sold any unregistered securities during the period covered by this report other than those previously reported on a Current Report on Form 8-K and filed with the Securities and Exchange Commission.

ITEM 3.                               DEFAULTS UPON SENIOR SECURITIES

Silverado is not currently in default of obligations that exceed 5% of total assets of the Company.

ITEM 4.                               SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5.                               OTHER INFORMATION

None.

ITEM 6.                               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)

     
4.2  

Form of Subscription Agreement (Regulation D) (15)

     
4.3  

Form of Subscription Agreement (Regulation S) (15)

     
4.5  

Form of Warrant (Regulation D) (15)

     
4.6  

Form of Warrant (Regulation S) (15)

     
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,

15



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 Canciglia Consulting, Inc. dated May 16, 2004 (9)

     
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)

     
10.20  

2006-II Stock Option Plan (12)

     
10.21  

2007 Stock Option Plan (13)

     
10.22  

2007-1 Equity Compensation Plan(14)

     
10.23  

Consulting Agreement with Smith Canciglia Consulting, Inc., as amended July 11, 2007(16)

     
10.24  

Lease Agreement with TA Properties (Canada) Ltd. dated March 30, 2007(16)

     
10.25  

Lease Agreement between Tri Con Mining, Inc. and the Hurlbuts, dated February 6, 2007(16)

     
31.1  

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002, filed herewith.

     
31.2  

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002, filed herewith.

     
32.1  

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002, filed herewith


(1)

Incorporated by reference to the Company’s Registration Statement on Form 10S filed on May 11, 1984.

(2)

Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on July 15, 1997.

(3)

Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 11, 2002.

(4)

Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended November 30, 1995 as an Exhibit.

(5)

Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended November 30, 1996 as an Exhibit filed on February 28, 1997.

(6)

Incorporated by reference to the Company’s Annual Report on Form 10-KSB for the year ended November 30, 2002 as filed on February 28, 2003.

(7)

Incorporated by reference to the Company’s Schedule 14A Proxy Statement as filed on April 29, 2003.

(8)

Incorporated by reference to the Company’s Current Report on Form 8-K as filed on June 13, 2003.

(9)

Incorporated by reference to the Company’s Registration Statement on Form SB-2 as filed on May 19, 2004.

(10)

Incorporated by reference to the Company’s Quarterly Report on Form 10-QSB as filed on July 15, 2004.

(11)

Incorporated by reference to the Company’s Registration Statement on Form S-8 as filed on April 11, 2006.

(12)

Incorporated by reference to the Company’s Registration Statement on Form S-8 as filed on March 31, 2006.

(13)

Incorporated by reference to the Company’s Registration Statement on Form S-8 as filed on February 21, 2007.

(14)

Incorporated by reference to the Company’s Registration Statement on Form S-8 as filed on September 7, 2007.

(15)

Incorporated by reference to the Company’s Current Report on Form 8-K, as amended, as filed October 16, 2007.

(16)

Incorporated by reference to the Company’s Report on Form 10-QSB filed July, 16, 2007.

16


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

  SILVERADO GOLD MINES LTD.
   
   
DATE: October 22, 2007
   
  /s/ Garry L. Anselmo
  Garry L. Anselmo
  President, Chief Executive Officer (Principal Executive
  Officer), and Chief Financial Officer (Principal
  Financial and Accounting Officer)

17