UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2011
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _________________ TO _________________.
Commission File Number 000-31184
SHOSHONE SILVER MINING COMPANY
(Exact name of registrant as specified in its charter)
Idaho | 82-0304993 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
3714 W Industrial Loop., Coeur d’Alene, ID 83815
(Address of principal executive offices) (Zip Code)
(208) 664-0620
(Registrant’s telephone number, including area code)
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 [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] | Accelerated filer [ ] |
Non-accelerated filer [ ] (Do not check if a smaller reporting company) | Smaller reporting company [X] |
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes [ ] No [X]
Indicate the number of shares outstanding of each of the issuers classes of common stock as of the latest practicable date:
Class | Outstanding as of May 13, 2011 |
Common Stock ($0.10 par value) | 43,431,037 |
- 2 -
SHOSHONE SILVER MINING COMPANY
FORM 10-Q
For the Quarter Ended March 31, 2011
TABLE OF CONTENTS
- 3 -
PART I FINANCIAL INFORMATION
- 4 -
SHOSHONE SILVER MINING COMPANY
(an Exploration Stage Company)
CONSOLIDATED BALANCE SHEETS
March 31, | September 30, | ||||||||
2011 | 2010 | ||||||||
(unaudited) | |||||||||
ASSETS | |||||||||
CURRENT ASSETS | |||||||||
Cash and cash equivalents | $ | 11,995 | $ | 55,853 | |||||
Deposits and prepaids | - | 3,616 | |||||||
Supplies inventory | 1,840 | 1,957 | |||||||
Total Current Assets | 13,835 | 61,426 | |||||||
PROPERTY, PLANT AND EQUIPMENT | |||||||||
Property, plant and equipment | 3,280,510 | 3,459,443 | |||||||
Accumulated depreciation | (1,627,050 | ) | (1,553,772 | ) | |||||
Total Property Plant and Equipment | 1,653,460 | 1,905,671 | |||||||
MINERAL AND MINING PROPERTIES | 2,381,369 | 2,196,369 | |||||||
OTHER ASSETS | |||||||||
Notes receivable (net of discount) | 1,576,233 | 1,537,944 | |||||||
Investments | 148,354 | 132,430 | |||||||
Total Other Assets | 1,724,587 | 1,670,374 | |||||||
TOTAL ASSETS | $ | 5,773,251 | $ | 5,833,840 | |||||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||
CURRENT LIABILITIES | |||||||||
Accounts payable | $ | 230,182 | $ | 242,915 | |||||
Accrued expenses | 72 | 13,022 | |||||||
Notes payable - current portion | 1,522 | 4,279 | |||||||
Total Current Liabilities | 231,776 | 260,216 | |||||||
Total Liabilities | 231,776 | 260,216 | |||||||
COMMITMENTS AND CONTINGENCIES | - | - | |||||||
STOCKHOLDERS' EQUITY | |||||||||
Common stock, 200,000,000 shares authorized, $0.10 par value; | |||||||||
43,431,037 and 42,659,037 shares issued and outstanding | 4,343,104 | 4,265,904 | |||||||
Additional paid-in capital | 4,176,444 | 4,148,550 | |||||||
Treasury stock | (201,853 | ) | (206,253 | ) | |||||
Accumulated earnings in exploration stage | (1,097,157 | ) | (916,042 | ) | |||||
Accumulated deficit prior to exploration stage | (1,667,482 | ) | (1,667,482 | ) | |||||
Accumulated other comprehensive loss | (11,581 | ) | (51,053 | ) | |||||
Total Stockholders' Equity | 5,541,475 | 5,573,624 | |||||||
TOTAL LIABILITIES AND STOCKHOLDERS' | |||||||||
EQUITY | $ | 5,773,251 | $ | 5,833,840 |
- 5 -
SHOSHONE SILVER MINING COMPANY
(an Exploration Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(unaudited)
Period from | |||||||||||||||||
January 1, 2000 | |||||||||||||||||
Three-Month Period Ended | Six-Month Period Ended | (beginning of | |||||||||||||||
March 31, | March 31, | March 31, | March 31, | exploration stage) | |||||||||||||
2011 | 2010 | 2011 | 2010 | to March 31, 2011 | |||||||||||||
REVENUES | $ | 19,000 | $ | - | $ | 19,000 | $ | - | $ | 180,700 | |||||||
COST OF REVENUES | - | - | - | - | 228,828 | ||||||||||||
GROSS PROFIT | 19,000 | - | 19,000 | - | (48,128 | ) | |||||||||||
OPERATING EXPENSES | |||||||||||||||||
General and administrative | 24,356 | 10,967 | 125,666 | 107,466 | 1,336,784 | ||||||||||||
Professional fees | 32,214 | 34,484 | 51,891 | 86,442 | 1,234,201 | ||||||||||||
Depreciation | 45,594 | 44,326 | 91,189 | 88,858 | 734,032 | ||||||||||||
Mining and exploration expenses | 26,385 | 77,596 | 92,775 | 180,841 | 4,328,507 | ||||||||||||
Net gain on sale of load claim | - | - | - | - | (368,907 | ) | |||||||||||
Total Operating Expenses | 128,549 | 167,373 | 361,521 | 463,607 | 7,264,617 | ||||||||||||
LOSS FROM OPERATIONS | (109,549 | ) | (167,373 | ) | (342,521 | ) | (463,607 | ) | (7,312,745 | ) | |||||||
OTHER INCOME (EXPENSES) | |||||||||||||||||
Bad debt recovery | - | - | - | - | 47,008 | ||||||||||||
Cancellation of debt income | - | - | - | - | 69,418 | ||||||||||||
Dividend and interest income | 19,152 | 18,291 | 38,354 | 36,642 | 318,143 | ||||||||||||
Gain on sale of fixed assets | 13,751 | - | 13,751 | - | 30,951 | ||||||||||||
Gain on sale of Mexican mining concession | - | - | - | - | 4,363,353 | ||||||||||||
Gain on settlement of note receivable | - | - | - | - | 64,206 | ||||||||||||
Interest expense | (25 | ) | (676 | ) | (62 | ) | (972 | ) | (11,610 | ) | |||||||
Lease Income | - | - | - | - | 444,044 | ||||||||||||
Loss on abandonment of asset | - | - | - | - | (20,000 | ) | |||||||||||
Net gain on settlement of lease dispute | - | - | 85,000 | - | 85,000 | ||||||||||||
Net (loss) gain on sale of investments | 12,206 | 8,156 | 24,363 | (589 | ) | 1,157,832 | |||||||||||
Other income/(expense) | - | 46 | - | 142 | 197,349 | ||||||||||||
Other-than-temporary impairment of investments | - | - | - | - | (149,279 | ) | |||||||||||
Unrealized holding loss on marketable securities | - | - | - | - | (380,827 | ) | |||||||||||
Total Other Income (Expenses) | 45,084 | 25,817 | 161,406 | 35,223 | 6,215,588 | ||||||||||||
INCOME (LOSS) BEFORE INCOME TAXES | (64,465 | ) | (141,556 | ) | (181,115 | ) | (428,384 | ) | (1,097,157 | ) | |||||||
INCOME TAXES | - | - | - | - | 124,826 | ||||||||||||
DEFERRED TAX GAIN | - | - | - | - | (124,826 | ) | |||||||||||
NET INCOME (LOSS) | (64,465 | ) | (141,556 | ) | (181,115 | ) | (428,384 | ) | (1,097,157 | ) | |||||||
OTHER COMPREHENSIVE INCOME (LOSS) | |||||||||||||||||
Unrealized holding gain (loss) on investments | (26,963 | ) | (20,034 | ) | 39,472 | (58,528 | ) | (11,581 | ) | ||||||||
NET COMPREHENSIVE INCOME (LOSS) | $ | (91,428 | ) | $ | (161,590 | ) | $ | (141,643 | ) | $ | (486,912 | ) | $ | (1,108,738 | ) | ||
NET INCOME (LOSS) PER COMMON SHARE, BASIC | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | |||||
NET INCOME (LOSS) PER COMMON SHARE, DILUTED | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | |||||
WEIGHTED AVERAGE NUMBER OF | |||||||||||||||||
COMMON STOCK SHARES OUTSTANDING, BASIC | 43,316,970 | 37,746,363 | 43,052,440 | 36,869,973 | |||||||||||||
WEIGHTED AVERAGE NUMBER OF | |||||||||||||||||
COMMON STOCK SHARES OUTSTANDING, DILUTED | 43,316,970 | 37,746,363 | 43,052,440 | 36,869,973 |
- 6 -
SHOSHONE SILVER MINING COMPANY
(an Exploration Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Period from | |||||||||||
January 1, 2000 | |||||||||||
(beginning of | |||||||||||
Six-Month Period Ended March 31, | exploration stage) | ||||||||||
2011 | 2010 | to March 31, 2011 | |||||||||
CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||||
Net income (loss) | $ | (181,115 | ) | $ | (428,384 | ) | $ | (1,097,157 | ) | ||
Adjustments to reconcile net income (loss) to net cash used by operations: | |||||||||||
Adjustment to balance of note receivable | - | - | (766 | ) | |||||||
Amortization of note receivable discount | (38,289 | ) | (36,466 | ) | (210,870 | ) | |||||
Available-for-sale securities issued in exchange for services | - | - | 135,140 | ||||||||
Available-for-sale silver investment issued in exchange for services | - | - | 3,560 | ||||||||
Bad debt expense | - | - | 9,624 | ||||||||
Cancellation of debt income | - | - | (69,418 | ) | |||||||
Common stock issued for mining and exploration expenses | 13,600 | - | 308,100 | ||||||||
Common stock issued for services | 54,200 | 900 | 458,686 | ||||||||
Common stock issued in settlement of agreement with former CEO | - | - | 20,000 | ||||||||
Depreciation and amortization expense | 94,805 | 100,686 | 760,101 | ||||||||
Discount given on early payment on note receivable | - | - | 50,000 | ||||||||
Gain on sale of fixed assets | (13,751 | ) | - | (30,951 | ) | ||||||
Gain on settlement of note receivable | - | - | (64,206 | ) | |||||||
Impairment of mining expenses | - | - | 413,000 | ||||||||
Loss on abandonment of investment | - | - | 20,000 | ||||||||
Loss recognized on other-than-termporary impairment of investments | - | - | 149,279 | ||||||||
Net (gain) loss on sale of investments | (24,363 | ) | 589 | (1,157,832 | ) | ||||||
Net gain on sale of lode claim | - | - | (368,907 | ) | |||||||
Net gain on sale of Mexican mining concession | - | - | (4,363,353 | ) | |||||||
Treasury stock issued for services | - | 26,100 | 53,420 | ||||||||
Unrealized holding loss on marketable securities | - | - | 380,827 | ||||||||
Changes in assets and liabilities: | |||||||||||
Change in accounts payable | (12,733 | ) | (41,185 | ) | 148,936 | ||||||
Change in accrued interest receivable | - | - | (20,255 | ) | |||||||
Change in accrued liabilities | (12,950 | ) | (27,692 | ) | (3,912 | ) | |||||
Change in deposits and prepaids | - | (5,983 | ) | 21,248 | |||||||
Change in other current assets | - | 10,000 | (14,443 | ) | |||||||
Change in stock to issue | - | - | 230,680 | ||||||||
Change in supplies inventory | 117 | 111 | 10,892 | ||||||||
Net cash used in operating activities | (120,479 | ) | (401,324 | ) | (4,228,577 | ) | |||||
CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||||
Advances on notes receivable | - | - | (111,022 | ) | |||||||
Advances to related party | - | - | (395,000 | ) | |||||||
Issuance of note receviable from related party | - | - | (243,000 | ) | |||||||
Payments received on notes receivable | - | - | 582,846 | ||||||||
Payments received on notes receivable from related party | - | - | 332,498 | ||||||||
Proceeds from sale of fixed assets | 800 | - | 18,000 | ||||||||
Proceeds from sale of investments | 47,912 | 44,585 | 4,675,397 | ||||||||
Proceeds from sale of lode claim | - | - | 188,907 | ||||||||
Proceeds from sale of Mexican mining concession | - | - | 2,497,990 | ||||||||
Proceeds from short-term loans | - | - | 160,760 | ||||||||
Purchase of fixed assets | (1,027 | ) | (26,580 | ) | (1,081,509 | ) | |||||
Purchase of mineral and mining properties | - | - | (76,472 | ) | |||||||
Purchases of investments | - | - | (4,059,939 | ) | |||||||
Net cash provided by investing activities | 47,685 | 18,005 | 2,489,456 | ||||||||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||||
Common shares repurchased for treasury | - | - | (41,220 | ) | |||||||
Net proceeds from sale of common stock | 26,000 | 385,000 | 1,973,725 | ||||||||
Payment made on long-term note payable | (2,757 | ) | (13,294 | ) | (267,296 | ) | |||||
Payment of common stock subscriptions | - | - | 20,225 | ||||||||
Proceeds from sale of treasury stock | 5,693 | - | 5,693 | ||||||||
Net cash (used in) provided by financing activities | 28,936 | 371,706 | 1,691,127 | ||||||||
Net increase (decrease) in cash | (43,858 | ) | (11,613 | ) | (47,994 | ) | |||||
Cash, beginning of period | 55,853 | 23,566 | 59,989 | ||||||||
Cash, end of period | $ | 11,995 | $ | 11,953 | $ | 11,995 | |||||
SUPPLEMENTAL CASH FLOW DISCLOSURES: | |||||||||||
Interest expense paid | $ | 62 | $ | 972 | $ | 10,066 | |||||
Income taxes paid | $ | - | $ | - | $ | - | |||||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||||||||||
Accounts payable issued in exchange for partial payment on office building | $ | - | $ | - | $ | 50,000 | |||||
Common stock issued for purchase of equipment and mining properties | $ | 10,000 | $ | - | $ | 154,340 | |||||
Common stock issued for services, accounts payable, finder's fee and mining & exploration expenses | $ | - | $ | - | $ | 539,333 | |||||
Deposit utilized to purchase fixed asset | $ | - | $ | - | $ | 5,000 | |||||
Equipment received in exchange for settlement of note recievable | $ | - | $ | - | $ | 4,139 | |||||
Marketable securities received in lieu of note receivable | $ | - | $ | - | $ | 104,273 | |||||
Mill building acquired in exchange for common stock and other consideration | $ | - | $ | - | $ | 224,475 | |||||
Mineral properties acquired in exchange for common stock, office building and other consideration | $ | 175,000 | $ | - | $ | 1,852,126 | |||||
Mineral property reacquired upon default | $ | - | $ | - | $ | 131,553 | |||||
Mining equipment acquired in exchange for common stock and other consideration | $ | - | $ | - | $ | 260,000 | |||||
Note issued in exchanged for vehicle, equipment and prepaid asset | $ | - | $ | 15,933 | $ | 1,865,363 | |||||
Note receivable (net of discount) in connection with sale of Mexcian Mining Concession | $ | - | $ | - | $ | 120,000 | |||||
Note receivable in connection with sale of lode claim | $ | - | $ | - | $ | 108,156 | |||||
Office equipment acquired in exchange for common stock and other consideration | $ | - | $ | - | $ | 15,525 | |||||
Stock received in exchange for lode claim | $ | - | $ | - | $ | 60,000 | |||||
Treasury stock acquired through sale of investment | $ | - | $ | - | $ | 296,296 | |||||
Treasury stock issued in exchange for fixed asset | $ | - | $ | - | $ | 7,500 |
- 7 -
Shoshone Silver Mining Company
(an Exploration Stage Company)
Condensed Notes to the Interim Financial
Statements
March 31, 2011
NOTE 1: DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Description of Business
Shoshone Silver Mining Company (an Exploration Stage Company) (the Company or Shoshone) was incorporated under the laws of the State of Idaho on August 4, 1969, under the name of Sunrise Mining Company and was engaged in the business of mining. On January 22, 1970, the Company's name was changed to Shoshone Silver Mining Company. During 2003, the Companys focus broadened to include resource management and sales of mineral and timber interests.
Beginning in fiscal 2000, the Company entered into an exploration stage. The Company has acquired several mining properties since entering the exploration stage.
The Companys year-end is September 30th.
Basis of Presentation
The foregoing unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim consolidated financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X as promulgated by the Securities and Exchange Commission. Accordingly, these financial statements do not include all of the disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended September 30, 2010, included in the Companys Annual Report on Form 10-K which was filed with the SEC on December 27, 2010.
In the opinion of management, the unaudited interim consolidated financial statements furnished herein include all adjustments (consisting of only normal recurring adjustments) necessary for a fair statement of the results for the interim periods presented. Operating results for the three and six-month periods ended March 31, 2011, are not necessarily indicative of the results that may be expected for the year ending September 30, 2011.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies is presented to assist in understanding the financial statements. The financial statements and notes are representations of the Companys management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.
- 8 -
Fair Value Measurements
Topic 820 in the Accounting Standards Codification (ASC 820) defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. ASC 820 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value but does not expand the use of fair value in any new circumstances. In this standard, the FASB clarifies the principle that fair value should be based on the assumptions market participants would use when pricing the asset or liability. In support of this principle, ASC 820 establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. The fair value hierarchy is as follows:
Investments in available-for-sale securities and investments in silver coins and bars are reported at fair value utilizing Level 1 inputs. For these investments, the Company obtains fair value from active markets.
The Companys Note Receivable (net of discount) is reported at fair value utilizing Level 2 inputs. The discounting of this note receivable utilized interest rates. See Note 4.
The following table presents information about the Companys assets measured at fair value on a recurring basis as of March 31, 2011, and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value.
Fair Value Measurements | ||||||||||||
At March 31, 2011, Using | ||||||||||||
Quoted Prices | ||||||||||||
In Active | Other | Significant | ||||||||||
Markets for | Observable | Unobservable | ||||||||||
Fair Value | Identical Assets | Inputs | Inputs | |||||||||
Description | March 31, 2011 | (Level 1) | (Level 2) | (Level 3) | ||||||||
Investments | $ | 148,354 | $ | 148,354 | $ | - | $ | - | ||||
Note Receivable (net of discount) | 1,576,233 | - | 1,576,233 | - | ||||||||
Total Assets Measured at Fair Value | $ | 1,724,587 | $ | 148,354 | $ | 1,576,233 | $ | - |
Going Concern
As shown in the accompanying financial statements, the Company has limited cash and limited revenues and incurred an accumulated deficit of $2,764,639 from inception through March 31, 2011. These factors raise substantial doubt about the Companys ability to continue as a going concern. Management intends to seek additional capital from new equity securities offerings that will provide funds needed to increase liquidity and fully implement its business plan. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
- 9 -
Historically, the Company has generally funded its operations with proceeds from the sale of marketable securities, royalty and option agreement payments, and from the sale of the Companys common stock. Should the Company be unable to raise capital through any of these avenues, its business, financial position, results of operations and cash flow will likely be materially adversely impacted. As such, substantial doubt as to the Companys ability to continue as a going concern remains as of the date of these financial statements.
The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence. An estimated $2,000,000 is believed necessary to continue operations and increase development through the next twelve months. Currently, the Company anticipates raising the majority of the $2,000,000 through the issuance of common stock to private investors. The timing and amount of capital requirements will depend on a number of factors, including demand for products and services, capital expenditures and revenues generated.
Notes Receivable
The Companys policy for notes receivable is to continue accruing interest income until it becomes likely that the note is uncollectible. At that time, an allowance for bad debt would be established and interest would stop accruing.
Principles of Consolidation
The Companys consolidated financial statements include the accounts of the Company and its one wholly owned subsidiary, Lakeview Consolidated Silver Mines, Inc. The inter-company accounts and transactions are eliminated upon consolidation.
Reclassifications
Certain previously reported amounts have been reclassified to conform to the current presentation. In particular, expenses totaling approximately $90,000 that were previously classified as general and administrative expenses on the Consolidated Statement of Operations for the second quarter of fiscal 2010 have been reclassified as mining and exploration expenses and professional fees. This reclassification was done to align the Companys external reporting with its internal reporting.
Use of Estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Companys financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions, which could have a material effect on the reported amounts of Shoshones financial position and results of operations.
NOTE 3: PROPERTY, PLANT & EQUIPMENT
Property and equipment are stated at cost. Depreciation begins on the date an asset is placed in service using the straight-line method over the assets estimated useful life.
- 10 -
The useful lives of property, plant and equipment for purposes of computing depreciation are three to thirty-one and one-half years. The following is a summary of property, equipment, and accumulated depreciation at March 31, 2011 and September 30, 2010:
March 31, | September 30, | |||||
2011 | 2010 | |||||
Administrative: | ||||||
Building | $ | - | $ | 167,129 | ||
Equipment | 651,326 | 652,156 | ||||
Furniture | - | 12,000 | ||||
651,326 | 831,285 | |||||
Lakeview: | ||||||
Building | 56,255 | 56,255 | ||||
Equipment | 393,687 | 393,687 | ||||
Furniture | 1,539,282 | 1,539,282 | ||||
1,989,224 | 1,989,224 | |||||
Warren: | ||||||
Building | 379,960 | 378,934 | ||||
Equipment | 260,000 | 260,000 | ||||
639,960 | 638,934 | |||||
Total | 3,280,510 | 3,459,443 | ||||
Less: Accumulated Depreciation | (1,627,050 | ) | (1,553,772 | ) | ||
Property, Plant & Equipment, net | $ | 1,653,460 | $ | 1,905,671 |
Depreciation expense was $45,594 for the three-month period ended March 31, 201 and $44,326 for the comparable period last year.
Depreciation expense was $91,189 for the six-month period ended March 31, 2011 and $88,858 for the comparable period last year.
Equipment with a net book value of $8,117 serves as collateral for notes payable. See Note 6.
During the second quarter of fiscal 2011, the Company exchanged its 50% unencumbered interest in a commercial building in Coeur dAlene, Idaho for certain patented lode mining claims located in the Silver Valley, Idaho. This non-monetary exchange was valued at $175,000. See Note 10.
During the second quarter of fiscal 2011, the Company sold for $800 a vehicle with a net book value of $524 for a gain of $276.
The Company evaluates the recoverability of property and equipment when events and circumstances indicate that such assets might be impaired. The Company determines impairment by comparing the undiscounted future cash flows estimated to be generated by these assets to their respective carrying amounts.
Maintenance and repairs are expensed as incurred. Replacements and betterments are capitalized. The cost and related reserves of assets sold or retired are removed from the accounts, and any resulting gain or loss is reflected in results of operations.
- 11 -
NOTE 4: NOTES RECEIVABLE
Mexican Concessions
On August 11, 2008, the Company sold 100% of the common stock of its wholly owned subsidiary in Mexico, Shoshone Mexico, S.A. de C.V, to Xtierra Resources, Ltd (Xtierra). The Companys interest in the Bilbao concessions in Zacatecas, Mexico was included in this sale. In exchange for its interest in the Bilbao concessions the Company received net proceeds of $2,497,990 and a non-interest bearing note receivable for $2,500,000.
The note does not bear interest and a discounted payment of $450,000 was made in July 2009. The remaining balance of $2,000,000 is to be paid in four consecutive equal annual installments to begin at the time of the commencement of construction of any mine developed on the Bilbao concessions but in any event will be due and payable no later than August 11, 2019.
Since the note does not bear interest, the Company imputed interest at a rate of 5%. Accordingly the Company recorded a note discount of $634,637. During the three and six-month periods ended March 31, 2011, $19,145 and $39,289, respectively, of interest income was realized through the amortization of this note discount.
The balance on this note receivable (net of discount) was $1,576,233 at March 31, 2011.
NOTE 5: INVESTMENTS
The Company has invested in various privately and publicly held companies and silver coins and bars. At this time, the Company holds securities classified as available for sale. Amounts are reported at fair value as determined by quoted market prices, with unrealized gains and losses excluded from earnings and reported separately as a component of stockholders equity. The cost of securities sold is based on the specific identification method.
Unrealized gains and losses are recorded on the statements of operations as other comprehensive income (loss) and on the balance sheet as other accumulated comprehensive income.
The following summarizes the investments at March 31, 2011:
Market | |||||||||
Investment | Quantity | Cost | Value | ||||||
Available for Sale Securities: | |||||||||
Bayswater Uranium Corporation | 20,000 | $ | 12,200 | $ | 9,400 | ||||
Gold Crest Mines | 550,100 | 713 | 5,501 | ||||||
Lucky Friday Extension | 5,000 | 250 | 750 | ||||||
Merger Mines | 729,299 | 103,885 | 87,516 | ||||||
New Jersey Mining | 102,875 | 24,690 | 31,891 | ||||||
Vindicator Mines | 88,000 | 17,600 | 10,560 | ||||||
Subtotal | 1,495,274 | 159,338 | 145,618 | ||||||
Silver Coins & Bars | 72 | 735 | 2,736 | ||||||
Total at March 31, 2011 | 1,495,346 | $ | 160,073 | $ | 148,354 |
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The Company had an unrealized holding loss during the three-month period ended March 31, 2011 of $26,963 compared with a loss of $20,034 in the same period last year.
The Company had an unrealized holding gain during the six-month period ended March 31, 2011 of $39,472 compared with a loss of $58,528 in the same period last year.
Unrealized holding gains and losses are recorded on the statements of operations as other comprehensive income (loss) and included on the balance sheet in other accumulated comprehensive income.
During the three-month period ended March 31, 2011, the Company recognized $12,206 of net gain on the sale of available-for-sale securities and silver coins and bars previously included in accumulated other comprehensive income as compared with a net gain of $8,156 during the same period last year.
During the six-month period ended March 31, 2011, the Company recognized $24,363 of net gain on the sale of available-for-sale securities and silver coins and bars previously included in accumulated other comprehensive income as compared with a net loss of $589 during the same period last year.
The following summarizes the investments at September 30, 2010:
Market | |||||||||
Investment | Quantity | Cost | Value | ||||||
Available for Sale Securities: | |||||||||
Bayswater Uranium Corporation | 20,000 | $ | 12,200 | $ | 12,200 | ||||
Chester Mining Company | 2,500 | 1,125 | 1,850 | ||||||
Gold Crest Mines | 567,600 | 975 | 9,649 | ||||||
Lucky Friday Extension | 5,000 | 250 | 250 | ||||||
Merger Mines | 729,299 | 103,885 | 36,465 | ||||||
Metropolitan Mines Limited | 6,000 | 360 | 720 | ||||||
New Jersey Mining | 142,875 | 34,290 | 32,861 | ||||||
Vindicator Mines | 88,000 | 17,600 | 10,560 | ||||||
Subtotal | 1,561,274 | 170,685 | 104,555 | ||||||
Silver Coins & Bars | 1,267 | 12,936 | 27,875 | ||||||
Total at September 30, 2010 | 1,562,541 | $ | 183,621 | $ | 132,430 |
The Company had an unrealized holding loss during the fiscal year ended September 30, 2010 of $87,640. This is recorded on the statements of operations as other comprehensive income (loss) and included on the balance sheet in other accumulated comprehensive income.
The Company recognized $1,036 of net gain previously included in accumulated other comprehensive income on the sale of investments during the fiscal year ended September 30, 2010.
NOTE 6: NOTES PAYABLE
In December 2007, the Company purchased equipment for $15,377 in exchange for a note. The note has a term of 43 months, bears interest at 3.90% annually and stipulates that payments of $384 be made monthly. The lender has the right to increase the interest rate to 19.8% in the event of a violation of the terms of the loan agreement. The outstanding balance on this note payable was $1,522 at March 31, 2011 all of which is payable within twelve months. The purchased equipment which serves as collateral for this note payable had a carrying amount of $8,117 at March 31, 2011.
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NOTE 7: COMMON STOCK
The Company is authorized to issue 200,000,000 shares of $0.10 par value common stock. All shares have equal voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company.
During the fiscal 2011 first quarter, the Company issued 90,000 shares of common in exchange for services valued at $18,000.
During the fiscal 2011 first quarter, the Company issued 176,000 to five of its directors in exchange for services valued at $35,200.
During the fiscal 2011 first quarter, the Company issued 250,000 shares of common stock to two investors for a total of $25,000 in cash. For every share purchased, each investor received one warrant to purchase one share of common stock. The warrants are exercisable at $0.20 per share and expire on March 20, 2012.
During the fiscal 2011 second quarter, the Company issued a total of 146,000 shares of common stock to various vendors in exchange for exploration expenses valued at $14,600.
During the fiscal 2011 second quarter, the Company issued 100,000 in exchange for mineral properties valued at $10,000.
During the fiscal 2011 second quarter, the Company issued 10,000 shares of common stock to one investor for $1,000 in cash. For every share purchased, the investor received one warrant to purchase one share of common stock. The warrants are exercisable at $0.20 per share and expire on March 20, 2012.
NOTE 8: TREASURY STOCK
The Company held 778,986 and 818,986 shares of treasury stock at March 31, 2011 and September 30, 2010, respectively.
During the three-month period ended December 31 , 2010, the Company sold 40,000 treasury shares for cash of $5,694. The treasury shares had a cost of $0.11 per share.
NOTE 9: NET GAIN ON SETTLEMENT OF LEASE DISPUTE
During the first quarter of fiscal 2011, the Company was awarded a total of $100,000 as settlement of a claim the Company had filed in the Chapter 11 bankruptcy proceeds of an unrelated company. The claim asserted that the Company, as lessor, was owed compensation for the failure of the lessee to maintain proper title to the Bullion Claims with the Bureau of Land Management. During the first quarter of fiscal 2011, the Company assigned the rights to this settlement to an investment firm for net proceeds of $85,000. The net proceeds of $85,000 are presented on the Companys Consolidated Statements of Operations and Comprehensive Income (Loss) under the caption Net gain on settlement of lease dispute.
- 14 -
NOTE 10: NON-MONETARY EXCHANGE
During the second quarter of fiscal 2011, the Company exchanged its 50% unencumbered interest in a commercial building in Coeur dAlene, Idaho for certain patented lode mining claims located in the Silver Valley, Idaho. This non-monetary exchange was valued at $175,000 and the Company recorded a gain of $13,476 related to this exchange. See Note 3.
NOTE 11: COMMITMENTS AND CONTINGENCIES
Environmental Issues
The Company is engaged in mineral mining and may become subject to certain liabilities as they relate to environmental cleanup of mining sites or other environmental restoration. Although the minerals exploration and mining industries are inherently speculative and subject to complex environmental regulations, the Company is unaware of any pending litigation or of any specific past or prospective matters which could impair the value of its mining claims.
NOTE 12: SUBSEQUENT EVENTS
Subsequent events have been evaluated through the date that the consolidated financial statements were available to be issued and management has determined that there have not been any events that have occurred that would require adjustments to the unaudited financial statements.
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Item 2 - Managements Discussion and Analysis or Plan of Operation
This report contains forward-looking statements
From time to time, Shoshone and its senior managers have made and will make forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are contained in this report and may be contained in other documents that Shoshone files with the Securities and Exchange Commission. Such statements may also be made by Shoshone and its senior managers in oral or written presentations to analysts, investors, the media and others. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. Also, forward-looking statements can generally be identified by words such as may, could, should, would, believe, anticipate, estimate, seek, expect, intend, plan and similar expressions.
Forward-looking statements provide our expectations or predictions of future conditions, events or results. They are not guarantees of future performance. By their nature, forward-looking statements are subject to risks and uncertainties. As such, our actual future results, performance or achievements may differ materially from the results expressed in, or implied by, our forward-looking statements.
Our forward-looking statements speak only as of the date they are made. We do not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the date the forward-looking statements were made.
Managements Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Consolidated Financial Statements and Notes presented elsewhere in this report.
Plan of Operation
Lakeview Property
During 2010, we entered into an agreement to sell silver concentrate produced at our Lakeview property to a smelter for refining. During the prior fiscal year, our test runs generated revenues of $20,111 from the sale of concentrate to the smelter and generated $19,000 during the fiscal 2011 second quarter. Our long-term goal is to mine and mill silver at our Lakeview property.
Rescue Mine Property
Our first priority has been the upgrading and renovating the mill at the Rescue Mine Property. Once this work is completed, test runs on stockpiled ore will be conducted.
Mine development will require some ground support, general clean up, the installation of a refuge station and the addition of air and water lines. A new decline portal has been planned to access the Rescue vein 1,000 feet east of the mill. Road work, site preparation and collaring off for the new decline portal will be accomplished next summer. This new decline portal will provide access to un-mined portions of the Rescue vein and, when completed, will serve as the secondary escape-way from the mine as well as the exhaust ventilation. At this time, we are setting up to complete a five-hole drilling program to establish a more detailed plan of operation.
Electrical work, which included installation of electrical panels, lights and power outlets, was completed in the large staging building, which was erected next to the Rescue Mill portal last summer to service operations in the Rescue Mine. The new building is fully MSHA compliant. Additionally, a diesel generator was installed to provide power to the Rescue Mine as part of our ongoing preparations to bring the Rescue Mine and mill back into full operation.
Please refer to our discussion regarding our ability to continue as a going concern below for further details.
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Going Concern
As shown in the accompanying financial statements, we have had limited revenues and incurred an accumulated deficit of $2,764,639 from inception through March 31, 2011. These factors raise substantial doubt about our ability to continue as a going concern. We intend to seek additional capital from new equity securities offerings that will provide funds needed to increase liquidity and fully implement our business plan. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event we cannot continue in existence.
Historically, we have generally funded our operations with proceeds from the sale of available-for-sale investments, royalty and option agreement payments, and from the sale of our common stock. Should we be unsuccessful in any of the initiatives or matters discussed above and unable to raise capital through future private placements, our business, and, as a result, our financial position, results of operations and cash flow will likely be materially adversely impacted. As such, substantial doubt as to our ability to continue as a going concern remains as of the date of these financial statements.
The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event we cannot continue in existence. An estimated $2,000,000 is believed necessary to continue operations and increase development through the next twelve months. Currently, we anticipate raising the majority of the $2,000,000 through the issuance of common stock to private investors. The timing and amount of capital requirements will depend on a number of factors, including demand for products and services.
Comparison of the Three- and Six-Month Periods Ended March 31, 2011 and 2010:
Results of Operations
The following table set forth certain information regarding the components of our Consolidated Statements of Operations for the three- and six-month periods ended March 31, 2011, compared with the same periods in the prior year. These tables are provided to assist in assessing differences in our overall performance:
Three-Month Period Ended | ||||||||||||||
March 31, | March 31, | |||||||||||||
2011 | 2010 | $ Change | % Change | |||||||||||
Revenues | $ | 19,000 | $ | - | $ | 19,000 | 100.00% | |||||||
Cost of Revenues | - | - | - | 100.00% | ||||||||||
Gross Profit | 19,000 | - | 19,000 | 100.00% | ||||||||||
General and administrative | 24,356 | 10,967 | 13,389 | 122.08% | ||||||||||
Professional fees | 32,214 | 34,484 | (2,270) | -6.58% | ||||||||||
Depreciation | 45,594 | 44,326 | 1,268 | 2.86% | ||||||||||
Mining and exploration expenses | 26,385 | 77,596 | (51,211) | -66.00% | ||||||||||
Total Operating Expenses | 128,549 | 167,373 | (38,824) | -23.20% | ||||||||||
Loss from Operations | (109,549) | (167,373) | 57,824 | -34.55% | ||||||||||
Other Income (Expense) | ||||||||||||||
Dividend and interest income | 19,152 | 18,291 | 861 | 4.71% | ||||||||||
Gain on sale of fixed assets | 13,751 | - | 13,751 | 100.00% | ||||||||||
Interest expense | (25) | (676) | 651 | -96.30% | ||||||||||
Net gain (loss) on sale of securities | 12,206 | 8,156 | 4,050 | 49.66% | ||||||||||
Other income (expense) | - | 46 | (46) | -100.00% | ||||||||||
Total Other Income (Expense) | 45,084 | 25,817 | 19,267 | 74.63% | ||||||||||
Net (Loss) Income | $ | (64,465) | $ | (141,556) | $ | 77,091 | -54.46% |
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Six-Month Period Ended | ||||||||||||||
March 31, | March 31, | |||||||||||||
2011 | 2010 | $ Change | % Change | |||||||||||
Revenues | $ | 19,000 | $ | - | $ | 19,000 | 100.00% | |||||||
Cost of Revenues | - | - | - | 100.00% | ||||||||||
Gross Profit | 19,000 | - | 19,000 | 100.00% | ||||||||||
General and administrative | 125,666 | 107,466 | 18,200 | 16.94% | ||||||||||
Professional fees | 51,891 | 86,442 | (34,551) | -39.97% | ||||||||||
Depreciation | 91,189 | 88,858 | 2,331 | 2.62% | ||||||||||
Mining and exploration expenses | 92,775 | 180,841 | (88,066) | -48.70% | ||||||||||
Total Operating Expenses | 361,521 | 463,607 | (102,086) | -22.02% | ||||||||||
Loss from Operations | (342,521) | (463,607) | 121,086 | -26.12% | ||||||||||
Other Income (Expense) | ||||||||||||||
Dividend and interest income | 38,354 | 36,642 | 1,712 | 4.67% | ||||||||||
Gain on sale of fixed assets | 13,751 | - | 13,751 | 100.00% | ||||||||||
Interest expense | (62) | (972) | 910 | -93.62% | ||||||||||
Net gain on settlement of lease dispute | 85,000 | - | 85,000 | 100.00% | ||||||||||
Net gain (loss) on sale of securities | 24,363 | (589) | 24,952 | -4236.33% | ||||||||||
Other income (expense) | - | 142 | (142) | -100.00% | ||||||||||
Total Other Income (Expense) | 161,406 | 35,223 | 126,183 | 358.24% | ||||||||||
Net (Loss) Income | $ | (181,115) | $ | (428,384) | $ | 247,269 | -57.72% |
Overview of Operating Results
The decrease in net loss during the three- and six-month periods ended March 31, 2011 were primarily attributable to decreases in professional fees and exploration expenses as we continued to align our expenditures with our capital resources. Also contributing to the improvement during the three- and six-month periods ended March 31, 2011 was a net gain of $13,751 on the sale of fixed assets.
The results of the six-month period ended March 31, 2011 were also positively impacted by the receipt of $85,000 from the settlement of a lease dispute.
Operating Expenses
The decrease in our operating expenses primarily reflects our continuing efforts to control costs and improve efficiencies. For example, we had five employees by the end of the first quarter of fiscal 2011 compared with eight at the end of the same quarter last year. We had no employees on payroll during the second quarter of 2011 compared with five during the six-month period last year.
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Other Income (Expenses)
The increase in other income (expense) during the three-month period ended March 31, 2011 was primarily due to the net gain on the sale of fixed assets of $13,751. During the second quarter of fiscal 2011, we exchanged our 50% unencumbered interest in a commercial building in Coeur dAlene, Idaho for certain patented lode mining claims located in the Silver Valley, Idaho. This non-monetary exchange was valued at $175,000.
The increase in other income (expense) during the six-month period ended March 31, 2011, was primarily related to our receipt of $85,000 in connection with the settlement of a lease. During the first quarter of fiscal 2011, we were awarded a total of $100,000 as settlement of a claim we had filed in the Chapter 11 bankruptcy proceeds of an unrelated company. The claim asserted that we, as lessor, were owed compensation for the failure of the lessee to maintain proper title to the Bullion Claims with the Bureau of Land Management. During the first quarter of fiscal 2011, we assigned the rights to this settlement to an investment firm for net proceeds of $85,000.
Also contributing to this increase during the six-month period ended March 31, 2011 was a net gain realized on the sale of investments of $24,363. In the same period last year, we realized a net loss of $589 on the sale of investments.
Overview of Financial Position
At March 31, 2011, we had cash of $11,995 and total liabilities of $231,776. During the first six months of fiscal 2011, we raised $26,000 in net proceeds from the issuance of 260,000 shares of our common stock. Also, we received $85,000 in lease income as a settlement from a mining company that had filed for relief under Chapter 11 of the United States Bankruptcy Code. These proceeds were used primarily to continue limited activities at our Lakeview property, to continue refining our milling process at that same location and to continue refurbishing our newly acquired mill building at our Rescue mine.
Property, Plant and Equipment
At March 31, 2011, property, plant and equipment before accumulated depreciation totaled $3,280,510, a decrease of $178,933, from $3,459,443 at September 30, 2010. This decrease was primarily related to the exchange of our 50% unencumbered interest in a commercial building in Coeur dAlene, Idaho for certain patented lode mining claims. This non-monetary exchange was valued at $175,000.
See Note 3. Property, Plant and Equipment to our consolidated financial statements for further details.
Notes Receivable
On March 31, 2011, we had notes receivable, net of discount, of $1,576,233 compared with $1,537,944 at September 30, 2010. The increase related entirely to the amortization of the discount into interest income.
See Note 4. Notes Receivable to our consolidated financial statements for further details.
Investments
Our investment portfolio at March 31, 2011, was $148,354, an increase of $15,924 from the September 30, 2010, balance of $132,430. This increase was primarily due to rising share prices of the investments in our portfolio partially offset by the sale of 66,000 shares of common stock and 1,195 ounces of silver during the first six months of fiscal 2011.
- 19 -
See Note 5: Investments to our consolidated financial statements for further details.
Stockholders Equity
Our total stockholders equity was $5,541,475 at March 31, 2011, a decrease of $32,149 from $5,573,624 at September 30, 2010. The decrease in total stockholders equity was primarily due to a net loss from operations of $181,115 realized during the first six months of fiscal 2011. This was partially offset by an unrealized holding gain of $39,472 on our investments and, to a lesser extent, the issuance of 260,000 common shares for $26,000 in cash.
See Note 5: Investments to our consolidated financial statements for further details.
Liquidity and Capital Resources
Operating Activities
During six-month period ended March 31, 2011, our operating activities used $120,479 and used $401,324 during the same period last year. This improvement was primarily the result of the realization of a net loss of $181,115 during the current six-month period compared with a net loss of $428,384 last year.
Investing Activities
During six-month period ended March 31, 2011, our investing activities provided $47,685 and provided $18,005 during the same period last year. This increase was primarily to our spending only $1,027 on fixed assets during the current six-month period compared with $26,580 last year.
Financing Activities
During six-month period ended March 31, 2011, our financing activities provided $28,936 and provided $371,706 during the same period last year. This decrease was primarily net proceeds from the sale of stock of $26,000 received during the current six-month period compared with $385,000 last year.
Off-Balance Sheet Arrangements
The Company is not currently a party to any off-balance sheet arrangements as they are defined in the regulations promulgated by the Securities and Exchange Commission.
- 20 -
Item 3 Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 4 Controls and Procedures
Evaluation of Disclosure Controls and Procedures
In connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by the Companys management, with the participation of the Principal Executive Officer and the Principal Financial Officer, of the effectiveness of the Companys disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (Exchange Act) as of March 31, 2011. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures.
Based on that evaluation, the Companys management concluded, as of the end of the period covered by this report, that the Companys disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed within the time periods specified in the Securities and Exchange Commissions rules and forms.
Changes in Internal Control Over Financial Reporting
As of the end of the period covered by this report, there have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended March 31, 2011, that materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.
PART II OTHER INFORMATION
Item 1 - Legal Proceedings
We are, from time to time, involved in various legal proceedings incidental to the conduct of business. In the opinion of management, our gross liability, if any, and without any consideration given to the availability of insurance or other indemnification, under any pending litigation or administrative proceedings, including that discussed below, would not materially affect our consolidated financial position, results of operations or cash flows.
Item 1A Risk Factors
We are a smaller reporting company as defined by the Exchange Act and are not required to provide the information required under this item.
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds
During the three-month period ended March 31, 2011, the Company sold 10,000 shares of common stock at a price per share of $0.10 to one accredited investor for gross proceeds of $1,000. For every share purchased, the investor received one warrant to purchase one share of common stock. The warrants are exercisable at $0.20 per share expire on March 20, 2012. This sale was made under the exemption from registration provided by Regulation D, Rule 506.
- 21 -
Item 3 - Defaults Upon Senior Securities
None.
Item 4 - Submission of Matters to a Vote of Security Holders
None.
Item 5 - Other Information
None.
- 22 -
Item 6 - Exhibits
- 23 -
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.
SHOSHONE SILVER MINING COMPANY | |||
(Registrant) | |||
May 16, 2011 | By: | /s/ Lex Smith | |
Date | Lex Smith | ||
President and Principal Executive Officer | |||
May 16, 2011 | By: | /s/ Melanie Farrand | |
Date | Melanie Farrand | ||
Treasurer and Principal Financial Officer |
EXHIBIT 31.1
CERTIFICATION
OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Lex Smith, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of Shoshone Silver Mining Company; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15[e]) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; |
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
/s/ Lex Smith
Lex Smith
President and Principal Executive Officer
May 16, 2011
EXHIBIT 31.2
CERTIFICATION
OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Melanie Farrand, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of Shoshone Silver Mining Company; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; |
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
/s/ Melanie Farrand
Melanie Farrand
Treasurer and Principal Financial Officer
May 16, 2011
EXHIBIT 32.1
CERTIFICATION
OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Lex Smith, Principal Executive Officer of Shoshone Silver Mining Company (the Company), hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(i) | the Quarterly Report on Form 10-Q of the Company, for the fiscal quarter ended March 31, 2011, and to which this certification is attached as Exhibit 32.1 (the Report) fully complies with the requirements of Section 13(a) oar 15(d) of the Securities Exchange Act of 1934, as amended; and | |
(ii) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
By: | /s/ Lex Smith | |
Name: | Lex Smith | |
Title: | President and Principal Executive Officer | |
Date: | May 16, 2011 |
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.
EXHIBIT 32.2
CERTIFICATION
OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Melanie Farrand, Principal Financial Officer of Shoshone Silver Mining Company (the Company), hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(i) | the Quarterly Report on Form 10-Q of the Company, for the fiscal quarter ended March 31, 2011, and to which this certification is attached as Exhibit 32.2 (the Report) fully complies with the requirements of Section 13(a) oar 15(d) of the Securities Exchange Act of 1934, as amended; and | |
(ii) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
By: | /s/ Melanie Farrand | |
Name: | Melanie Farrand | |
Title: | Treasurer and Principal Financial Officer | |
Date: | May 16, 2011 |
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.