10QSB 1 form10qsb.htm QUATERLY REPORT FOR THE PERIOD ENDED FEBRUARY 29, 2008 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: February 29, 2008

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: (800) 665-4646

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 April 11, 2008: 926,270,430 common shares.

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

1


SILVERADO GOLD MINES LTD.
(An Exploration Stage Company)
INDEX

Period Ended February 29, 2008

      Page
       
PART I FINANCIAL INFORMATION
       
  ITEM 1 FINANCIAL STATEMENTS
       
    Condensed Consolidated Balance Sheets as of February 29, 2008 (unaudited) and November 30, 2007 3
       
Condensed Consolidated Statements of Operations for the three months ended February 29, 2008 and February 28, 2007, and for the period from December 1, 2001 (Recommencement of Exploration Stage) through February 29, 2008 (unaudited) 4
       
Condensed Consolidated Statements of Cash Flows for the three months ended February 29,2008 and February 28, 2007, and for the period from December 1, 2001 (Recommencement of Exploration Stage) through February 29, 2008 (unaudited) 5
       
    Notes to the Condensed Consolidated Financial Statements as of February 29, 2008 (unaudited) 6
       
  ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 11
       
  ITEM 3 CONTROLS AND PROCEDURES 15
       
PART II OTHER INFORMATION  
       
  ITEM 1 LEGAL PROCEEDINGS 16
       
  ITEM 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 16
       
  ITEM 3 DEFAULTS UPON SENIOR SECURITIES 16
       
  ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 16
       
  ITEM 5 OTHER INFORMATION 16
       
  ITEM 6 EXHIBITS 16
       
SIGNATURES 18

2


PART I
FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

    February 29,     November 30,  
    2008     2007  
    (Unaudited)        
ASSETS    
Current Assets            
         Cash and cash equivalents $  3,769,461   $  1,073,457  
         Gold inventory   2,465,092     2,347,946  
         Other receivables   -     294,505  
Total Current Assets   6,234,553     3,715,908  
             
Property, plant and equipment, net   2,102,858     2,158,379  
TOTAL ASSETS $  8,337,411   $  5,874,287  
             
LIABILITIES    
Current Liabilities            
         Accounts payable and accrued liabilities $  233,019   $  210,404  
         Mineral claims royalty payable   390,000     360,000  
         Payable to related party   1,411,208     1,214,717  
Convertible debentures, current portion   140,000     140,000  
Capital lease obligation, current portion   1,047     31,013  
Total Current Liabilities   2,175,275     1,956,134  
             
Asset retirement obligation   535,824     529,311  
Total Liabilities   2,711,098     2,485,445  
             
STOCKHOLDERS' EQUITY   
Common stock            
         Authorized:            
         Unlimited common shares with no par value            
         Issued and outstanding:            
         926,270,430 common shares (2007:785,607,717)   94,063,084     89,374,641  
Additional paid-in capital   1,200,408     1,200,408  
Common stock to be issued   51,958     275,136  
Accumulated deficit during exploration stage   (89,689,137 )   (87,461,343 )
Total Stockholders’ Equity   5,626,313     3,388,842  
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $  8,337,411   $  5,874,287  

The accompanying notes are an integral part of these condensed consolidated financial statements
3


SILVERADO GOLD MINES LTD.
(An Exploration Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER
COMPREHENSIVE LOSS (UNAUDITED)
(Stated In United States Dollars)

                Period Since  
                Recommencement  
    Three months ended     of Exploration  
                Stage  
    February 29,     February 28,     December 1, 2001  
    2008     2007     to February 29,  
                2008  
General and administrative expenses                  
           Accounting and audit $  73,590   $  12,231   $  463,525  
           Advertising and promotion   146,235     104,687     2,879,250  
           Consulting fees   375,410     310,390     7,139,269  
           Depreciation, amortization, accretion and impairment   104,559     61,950     2,330,070  
           Exploration expenses                  
               Net of gold proceeds of $372,593 (2007:nil)                  
                 and inventory change of $117,146 (2007: nil)   350,871     1,081,186     13,471,732  
           Financing activities   271,992         573,995  
           Interest on capital lease obligations   194     6,535     317,489  
           Interest on convertible debentures   2,800     2,800     698,607  
           Legal   36,771     41,761     748,186  
           Management services   234,022     309,843     4,552,528  
           Office Expenses   446,374     312,014     4,216,484  
           Other interest and bank charges   3,942     3,095     51,414  
           Reporting and investor relations   79,841     51,609     620,231  
           Research   18,000     46,575     787,690  
           Stock-based compensation       734,094     734,094  
           Transfer agent fees and mailing   21,471     9,911     232,951  
           Write-down of property, plant and equipment           285,875  
           Write-off of mineral claim expenditures           1,159,529  
    2,166,072     3,088,681     41,262,919  
                   
Loss from operations   (2,166,072 )   (3,088,681 )   (41,262,919 )
                   
Interest and other income   41     22,158     256,709  
                   
Cumulative effect of accounting change           (153,226 )
                   
(Loss) Gain on foreign exchange   (61,763 )   (32,219 )   318,991  
                   
Comprehensive loss for the period $  (2,227,794 ) $  (3,098,742 ) $  (40,840,445 )
                   
Net loss per share $  ( - )   $  ( - )        
                   
Basic and diluted weighted average number of common                  
shares outstanding   840,859,504     635,606,962        

The accompanying notes are an integral part of these condensed consolidated financial statements
4


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

    Three months ended     Period Since  
                Recommencement  
                of Exploration  
                Stage December 1,  
    February     February 28,     2001 to February  
    29, 2008     2007     29, 2008  
CASH PROVIDED BY (USED FOR):                  
Operating activities:                  
     Net Loss for the period $  (2,227,794 ) $  (3,098,742 ) $  (40,840,445 )
     Adjustments to reconcile net loss to net cash used in                  
     operating activities:                  
           Cumulative effect of accounting change   -     -     153,226  
           Depreciation, amortization, accretion and impairment   104,559     61,950     2,330,070  
           Stock-based compensation   -     734,094     3,375,644  
           Stock issued for debenture   -     -     217,687  
           Non-cash consulting expense   240,000     244,051     2,977,706  
           Non-cash financing expense   -     -     252,003  
           Interest accrued   -     -     486,370  
           Write-off of mineral claim expenditures   -     -     1,159,529  
           Write-down of property, plant and equipment   -     -     285,875  
     Changes in operating assets and liabilities:                  
           Gold inventory   (117,146 )   155,414     (2,453,952 )
           Other receivables   294,505     (6,562 )   2,875  
           Accounts payable and accrued liabilities   22,615     (107,801 )   (373,514 )
           Asset retirement obligation   6,513     6,514     6,513  
           Mineral claims royalty payable   30,000     80,000     73,500  
Net cash used in Operating Activities   (1,646,748 )   (1,931,082 )   (32,346,913 )
                   
Investing activities:                  
     Purchase of property, plant and equipment   (49,038 )   (251,862 )   (2,793,457 )
     Disposal of property, plant and equipment   -     -     207,289  
Net cash used in Investing Activities   (49,038 )   (251,862 )   (2,586,168 )
                   
Financing activities:                  
     Advances from related party   196,491     449,104     1,119,896  
     Repayment of loans payable   -     -     (35,729 )
     Share subscriptions issued   (223,178 )   -     (221,642 )
     Repayment of capital lease obligation   (29,966 )   (83,945 )   (1,130,560 )
     Repayment of convertible debentures   -     -     (74,999 )
     Common stock issued for cash (net of share issue costs)   4,448,443     520,000     39,028,483  
Net Cash provided by Financing Activities   4,391,790     885,159     38,685,449  
                   
Increase (decrease) in cash and cash equivalents   2,696,004     (1,297,785 )   3,752,368  
Cash and cash equivalents at beginning of the period   1,073,457     3,509,418     17,093  
Cash and cash equivalents at end of the period $  3,769,461   $  2,211,633   $  3,769,461  

The accompanying notes are an integral part of these condensed consolidated financial statements
5


SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES
(An Exploration Stage Company)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
as of February 29, 2008
(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” or the “Company”). 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 February 29, 2008, and for all periods presented, have been included. Readers of these financial statements should note that interim results for the three-month periods ended February 29, 2008 and February 28, 2007 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, 2007.

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 potential impact of the adoption of SFAS No. 159 on the Company’s consolidated financial statements.

In September 2006 the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 157 “Fair Value Measurements” (SFAS 157), which provides expanded guidance for using fair value to measure assets and liabilities. SFAS 157 establishes a hierarchy for data used to value assets and liabilities, and requires additional disclosures about the extent to which a company measures assets and liabilities at fair value, the information used to measure fair value, and the effect of fair value measurements on earnings. Implementation of SFAS 157 is required on December 1, 2007. The Company is evaluating the potential impact of the adoption of SFAS No. 157 on the Company’s 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.

6


SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES
(An Exploration Stage Company)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
as of February 29, 2008
(Stated In United States Dollars)

Fair Value of Financial Instruments

The carrying value of cash and cash equivalents, gold inventory, accounts payable and accrued liabilities, mineral claims royalty payable and payable to related party 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” or the “Tri-Con Group”), all of which are controlled by a director and officer of the Company.

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 field administrative and management services. Under the current contract dated January 1, 1997 work is charged at cost plus 25% for exploration and at cost plus 15% for development and mining services. Cost includes out of pocket or actual cost plus 15% charge for office overhead. 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.

At February 29, 2008, Silverado owed $1,411,208 to Tri-Con for exploration and administration services performed on behalf of Silverado. There are no formal terms of repayment and as such this amount is due on demand and bears no interest. 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 three months ended February 29, 2008 by Tri-Con personnel working on Silverado projects; disbursements incurred; and interest on the outstanding balance at Tri-Con’s cost of borrowing for the following categories:

7


SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES
(An Exploration Stage Company)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
as of February 29, 2008
(Stated In United States Dollars)

      February 29,     February 28,  
      2008     2007  
      (Unaudited)     (Unaudited)  
  Exploration Services $  730,221   $  1,079,322  
  Administration and management services   528,594     309,843  
  Research   -     46,575  
    $  1,258,815   $  1,435,740  
               
  Amount of total charges in excess of Tri-Con’s costs incurred $  231,682   $  228,908  
               
  Excess amount charged as a percentage of actual costs incurred   18.4%     15.9%  

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 in past years has yielded gold dust and 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, which in the industry sell at a higher value than the spot price. 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, 2007   2,996.74   $  783.50   $  2,347,946  
                   
       Gold sold during the three months   (465.89 )            
       ended February 29, 2008                  
       Balance, February 29, 2008   2,530.85   $  974.30   $  2,465,092  

Proceeds from sales of gold extracted during exploration and test mining are recorded as a reduction of exploration costs as the Company is in the exploration stage. In addition, the net change in the value of inventory at February 29, 2008 of $117,146 (2007: Nil) has been directly applied as a reduction of exploration costs.

8


SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES
(An Exploration Stage Company)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
as of February 29, 2008
(Stated In United States Dollars)

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:

Mining equipment 10 years
Auto and trucks 5 years
Computer software 1 year
Computer equipment 3 years
Leaseholds improvements Duration of lease (5-7 years)
Furniture and Fittings 10 years

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.

    February 29,        
    2008     November 30,  
    (Unaudited)     2007  
             
Offices            
       Office leasehold improvements $  612,117   $  612,177  
       Computer Equipment and software   107,661     105,737  
       Furniture and Fittings   394,358     394,358  
             
Mining Project            
       Nolan Gold Project buildings   63,000     63,000  
       Leasehold improvements   48,123     48,123  
       Nolan mining equipment   2,307,987     1,489,962  
       Nolan mining equipment under capital lease   -     819,842  
       Other equipment   27,200     27,200  
             
Capital assets in construction   48,991        
    3,609,437     3,560,399  
Accumulated depreciation and amortization   (1,506,579 )   (1,402,020 )
Net Book Value $  2,102,858   $  2,158,379  

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.

9


SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES
(An Exploration Stage Company)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
as of February 29, 2008
(Stated In United States Dollars)

Remaining original convertible debentures totaling $140,000 and accrued interest of $112,427 are in default, however, it is unclear whether they will be exchanged for replacement debentures as the Company has been unsuccessful in its extensive attempts to locate the holders.

7. Common Stock

During the three months ended February 29, 2008 the Company has the following common stock transactions:

        Description            
                  Price  
    Private       Warrants   Total No. of per  
Activity Date Placements   Consulting   Converted        Shares Share Capital Stock
Balance, November 30, 2007             785,607,717   $ 89,374,641
Shares Issued December 17, 2007         16,513,024   16,513,024 $ 0.0350 577,956
Shares Issued December 31, 2007 13,000,000           13,000,000 $ 0.0300 390,000
Shares Issued January 11, 2008 22,000,000           22,000,000 $ 0.0300 660,000
Shares Issued January 17, 2008     500,000       500,000 $ 0.0600 30,000
Shares Issued January 21, 2008         1,484,563   1,484,563 $ 0.0350 51,960
Shares Issued January 22, 2008 461,538           461,538 $ 0.0325 15,000
Shares Issued January 23, 2008 21,538,461           21,538,461 $ 0.0325 700,000
Shares Issued February 1, 2008     1,800,000   4,166,667   5,966,667 $ 0.0546 325,831
Shares Issued February 8, 2008 461,538           461,538 $ 0.0325 15,000
Shares Issued February 12, 2008 23,076,923           23,076,923 $ 0.0325 750,000
Shares Issued February 13, 2008 22,852,307           22,852,307 $ 0.0325 742,700
Shares Issued February 14, 2008 12,307,692           12,307,692 $ 0.0325 399,994
Shares Issued February 21, 2008     500,000       500,000 $ 0.0600 30,000
Balance, February 29, 2008 (unaudited) 115,698,459   2,800,000   22,164,254   926,270,430   $ 94,063,084

8. Commitments

The Company:

  a)

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 as follows:


Years ending November 30, 2008 – 2011 $  494,728  
Year ending November 30, 2012   125,664  
Year ending November 30, 2013   128,439  
Year ending November 30, 2014   74,923  
  $  823,754  

  b)

Entered into a five-year lease expiring February 2012 for its Fairbanks, AK office at an annual lease cost of $18,660, subject to a 4% increase per year.

10


SILVERADO GOLD MINES LTD. AND ITS SUBSIDIARIES
(An Exploration Stage Company)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
as of February 29, 2008
(Stated In United States Dollars)

  c)

Entered into a lease purchase agreement in December 2007 to purchase mining equipment valued at $555,385. The agreement requires payment upon signature of $55,538 (paid), and 36 equal payments commencing upon delivery. The annual percentage rate implicit in the lease will be the rate prevailing at the time of delivery.

11


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 listed below:

1)

Nolan property

   
2)

Hammond Property;

   
3)

Eagle Creek Property; and

   
4)

Ester Dome Property.

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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”.

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 sub-bituminous and lignite coal. 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 construction of a commercial production facility to manufacture the low-rank coal water fuel as a replacement for oil fired boilers and utility generators.

PLAN OF OPERATIONS

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

I. MINING

1. NOLAN GOLD PROPERTY - Lode and Placer Exploration

During the first three months of our fiscal year, exploration concentrated on the Workman’s Bench gold and antimony mineralized zones on our Nolan Property. During December 2007 and January 2008, the Company drove an exploration tunnel (totaling 553 feet) into the Workman's Bench mineralized zones to intersect the gold bearing antimony-quartz vein systems. During this first phase underground exploration program, numerous quartz and antimony-quartz veins were exposed. To date three main mineralized zones have been identified through the correlations between the underground observations with the drill intercepts from the 2007 Workman's Bench drilling program. The Workman's Bench mineralized zones have been confirmed over a strike length of 600 feet and are open laterally and at depth.

A total of 28 samples from quartz and antimony-quartz veins exposed in the mineralized zones underground were collected at 12 sample locations, and were sent to ALS Chemex in Fairbanks for analysis. Gold and antimony values from samples collected from individual veins at various points between sample locations 1 to 12 assayed as high as 1.04 troy ounces gold per ton (35.8 g/t Au) and 64.34% antimony. These assays confirm that high grade gold and antimony mineralization occurs in the Workman's Bench

There is no assurance that a commercially viable mineral deposit exists on any of the Company’s mineral properties. Further exploration will be required before a final evaluation as to the economic and legal feasibility of mining of any of our properties is determined. Although the results to date are extremely encouraging, at this point there is no assurance that further exploration will result in a final evaluation that a commercially viable mineral deposit exists on any of the Company’s mineral properties.

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Further to the Company's geological, geochemical and geophysical discoveries from the 2007 exploration season, the Company plans to continue with follow-up exploration at the Nolan Lode properties within the Nolan Gold Project. The objective of this follow-up exploration program is to further define and, where warranted, assess lode gold and antimony occurrences at the Nolan Gold Project. The Company’s follow-up lode exploration work is intended to increase our geological knowledge on the Solomon Shear Zone, the Fortress Zone, and other lode gold/antimony occurrences on the property, and ascertain whether or not they have economic potential.

Initial drilling will be conducted on the Workman's Bench and Pringle Bench portions of the Solomon Shear Zone to determine whether or not we can proceed to additional test mining, and eventually to commercial mining.

In the next twelve months Silverado plans to spend more than $280,000 of its approximate $3,000,000 2008 project budget for activities involved in Nolan lode exploration. As weather conditions permit, the work will ramp up to include diamond core drilling, field exploration that includes very low frequency - electromagnetic (VLF-EM) ground geophysical surveys, and follow-up geochemical sampling and geological mapping. The Company has the full annual project budget in hand to complete these activities.

2. HAMMOND PROPERTY

Annual rentals have been paid to keep the mining claims in good standing.

This property will require additional funding to continue its development. If funding is acquired, there is no guarantee that a commercial gold-bearing placer deposit will be developed. If a gold bearing deposit is developed, additional funding will be required to mine the deposit, and until a feasibility study is completed, there is no guarantee that the deposit will be profitable to mine.

3. EAGLE CREEK PROPERTY

The Number One Vein on this property was the lode quartz gold structure that was historically mined commercially for antimony.

Annual assessment work will be carried out on the property to keep the mining claims in good standing. Assessment work will be 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, the Company will design a drilling program to further investigate the gold and by-product mineral distribution of the intrusive and the Number One Vein system.

Funding has been advocated for the 2008 work plan. Whereas historic commercially viable mining took place on the Number One (or "Scrafford") Vein, and whereas Silverado has successfully drilled and hit significant widths of high-grade or massive stibnite (antimony sulfide) and significant widths with good gold grades, it has nonetheless yet to complete a definitive drilling program sufficient to indicate reserves, and therefore there is no assurance that a commercially viable economic mineral deposit exists on the property.

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4. ESTER DOME PROPERTY

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.

Furthermore with respect to other areas on this property, several large scale projects have been proposed over the past ten years and remain warranted, but for the time being are deferred due to internal decisions that favor shifting financial and manpower resources to the Nolan Gold and Eagle Creek projects.

There is no assurance that a commercially viable mineral deposit exists on any of Silverado’s mineral properties. If one or more commercially viable mineral deposits do exist, they are likely to be gold or antimony lode deposits. Geo-technical work has begun to find a source or sources of the nugget gold and discoveries have been made. Further exploration will be required before a final evaluation as to the economic and legal feasibility of mining the Nolan or any of Silverado’s properties is 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 mineral properties.

II. LOW-RANK COAL WATER FUEL PROJECT

Management anticipates spending approximately $300,000 during the current fiscal year on bench testing of Mississippi lignite coal and the first phase of a feasibility analysis of the construction of a commercial plant. While there are no assurances that financing will be obtained, Silverado has initiated the permitting process, and will continue with other related work as it proceeds to arrange sufficient funds to begin construction of a commercial facility of a size yet to be determined.

OFF-BALANCE SHEET ARRANGEMENTS

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

CRITICAL ACCOUNTING POLICIES

Our critical accounting policies (the policies we believe are most important to the presentation of our financial statements and require the most difficult, subjective and complex judgments) are outlined in our notes to the financial statements above.

ITEM 3.    CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the “Exchange Act”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures and our internal control over financial reporting as of February 29, 2008. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, Garry L. Anselmo. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures and our internal control over financial reporting are effective to ensure, among other things, that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated, recorded, processed, communicated, and reported within the time periods specified by the rules and forms of the Securities and Exchange Commission.

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The term “internal control over financial reporting” is defined as a process designed by, or under the supervision of, our principal executive and principal financial officers, or persons performing similar functions, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

  a)

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of assets;

     
  b)

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

     
  c)

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

During the three months ended February 29, 2008, there were no changes that had a material effect on, or are reasonably likely to affect, our internal control over financial reporting.

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PART II

OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

The Company is not a party to any pending legal proceeding, nor is the Company’s property the subject of any pending legal proceeding. The Company also is not aware of any proceeding that a governmental authority is contemplating.

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

The Company 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

The Company is not currently in material default of indebtedness that exceeds 5% of its total assets.

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

None.

ITEM 5.   OTHER INFORMATION

None.

ITEM 6.   EXHIBITS

Number Description of Exhibit
3.1

Articles of Incorporation of the Company (1)

3.2

Amendment to Articles of Incorporation of the Company (2)

3.3

Altered Memorandum of the Company (3)

3.4

Amendment to Articles of Incorporation of the Company (7)

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)

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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

Form of Warrant Exercise Agreement between the Company and certain of the selling security holders (8)

10.13

Form of Delay Agreement between the Company and certain of the Selling Shareholders (8)

10.14

2006 Stock Option Plan (10)

10.15

2006-II Stock Option Plan (11)

10.16

2007 Stock Option Plan (12)

10.17

Shared Well Agreement between the Company and Sukakpak, Inc., dated May 17, 2007 (13)

14.1

Code of Ethics (9)

31.1 *

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 *

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 *

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2 *

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


(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 Current Report on Form 8-K filed on June 13, 2003.

(8)

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

(9)

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

(10)

Filed as an exhibit to the Company’s Registration Statement on Form S-8 filed on April 11, 2006.

(11)

Filed as an exhibit to the Company’s Registration Statement on Form S-8 filed on March 31, 2006.

(12)

Filed as an exhibit to the Company’s Registration Statement on Form S-8 filed on February 20, 2007.

(13)

Filed as an exhibit to the Company’s Annual Report on Form 10-KSB for the year ended November 30, 2007

* Filed herewith.

 

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SIGNATURES

In accordance with the requirements 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.
   
   
DATE: April 14, 2008 /s/ Garry L. Anselmo
  Garry L. Anselmo
  President, Chief Executive Officer (Principal
  Executive Officer), and Chief Financial Officer
  (Principal Financial and Accounting Officer)

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