UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
AMENDMENT 1
(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, 2007 OR
[ ] 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 | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
403 7th Street, Ste 207,
Wallace, ID 83873
(Address of principal executive offices) (Zip
Code)
(208) 752-1070
(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 [ ] No [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]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports
required to be filed by Section 12, 13, or 15(d)
of the Exchange Act after
the distribution of securities under a plan confirmed by a court. Yes
[ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the
issuer’s classes of common stock as of the latest
practicable date:
| Class | Outstanding as of March 31, 2007 |
| Common Stock ($0.10 par value) | 18,243,797 |
Transitional Small Business Disclosure Format (check one): Yes [X] No [ ]
EXPLANATORY NOTE:
On May 21, 2007, we filed an Annual Report on Form 10-KSB for the year ended December 31, 2006 (the “Original Report”) with the Securities and Exchange Commission (the “SEC”). On September 26, 2007, December 13, 2007 and on January 15, 2008, we received comments from the SEC on our Original Report. We are filing this amendment to incorporate our responses to these comments that impacted this quarterly report. Disclosures in this Form 10-QSB/A affected by our responses to the SEC’s comments and amended by this filing are:
| 1. |
Controls and Procedures – to conform to Item 307 and 308(c) of Regulation S-B; | |
| 2. |
Management’s Discussion & Analysis of Plan of Operation – to conform to Item 303 of Regulation S-B; | |
| 3. |
Financial Statements - to conform disclosure to paragraph 11 of Statement of Financial Accounting Standards No. 7 “Accounting and Reporting by Development Stage Enterprises”; and | |
| 4. |
Notes to the Consolidated Financial Statements – to add explanatory language regarding the various adjustments to the financial statements. |
SHOSHONE SILVER MINING COMPANY
FORM 10-QSB/A
For the Quarter Ended March 31, 2007
TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION
We have provided the following information to our certifying independent accountants. We are filing this information prior to the completion of the accountant's services under Regulation S-X Article 2. We expect to file amended filings after these services are completed to correct this departure from the requirements of Regulation S-X Article 2.
SHOSHONE SILVER MINING COMPANY
(an Exploration Stage
Company)
CONSOLIDATED BALANCE SHEETS
| March 31, | December 31, | |||||
| 2007 | 2006 | |||||
| (unaudited) | ||||||
| ASSETS | (restated) | (restated) | ||||
| CURRENT ASSETS | ||||||
| Cash | $ | 153,569 | $ | 193,639 | ||
| Receivable from related party | 10,624 | 10,624 | ||||
| Deposits and prepaids | 5,680 | 12,649 | ||||
| Supplies inventory | 3,574 | 3,988 | ||||
| Total Current Assets | 173,447 | 220,900 | ||||
| PROPERTY, PLANT AND EQUIPMENT | ||||||
| Property, plant and equipment | 1,683,088 | 1,683,088 | ||||
| Accumulated depreciation | (1,166,287 | ) | (1,156,220 | ) | ||
| Total Property Plant and Equipment | 516,801 | 526,868 | ||||
| MINERAL AND MINING PROPERTIES | 379,690 | 379,690 | ||||
| OTHER ASSETS | ||||||
| Notes receivable from related parties | 207,305 | 207,305 | ||||
| Notes receivable | 118,363 | 119,364 | ||||
| Accrued interest receivable | 8,881 | 9,523 | ||||
| Investments | 777,413 | 741,938 | ||||
| Total Other Assets | 1,111,962 | 1,078,130 | ||||
| TOTAL ASSETS | $ | 2,181,900 | $ | 2,205,588 | ||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||
| CURRENT LIABILITIES | ||||||
| Accounts payable | $ | 5,000 | $ | 26,856 | ||
| Accrued expenses | 1,000 | 2,354 | ||||
| Total Current Liabilities | 6,000 | 29,210 | ||||
| Note payable | 7,757 | 8,913 | ||||
| Total Liabilities | 13,757 | 38,123 | ||||
| COMMITMENTS AND CONTINGENCIES | - | - | ||||
| STOCKHOLDERS' EQUITY | ||||||
| Common stock, 20,000,000 shares authorized, $0.10 par value; | ||||||
| 18,243,797 shares issued and outstanding for both periods | 1,824,380 | 1,824,380 | ||||
| Additional paid-in capital | 3,154,332 | 3,151,142 | ||||
| Treasury stock | (267,506 | ) | (270,696 | ) | ||
| Stock options | 12,221 | 12,221 | ||||
| Subscriptions receivable | (18,844 | ) | (18,844 | ) | ||
| Accumulated deficit in exploration stage | (1,482,608 | ) | (1,466,081 | ) | ||
| Accumulated deficit prior to exploration stage | (1,667,482 | ) | (1,667,482 | ) | ||
| Accumulated other comprehensive income | 613,650 | 602,825 | ||||
| Total Stockholders' Equity | 2,168,143 | 2,167,465 | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS' | ||||||
| EQUITY | $ | 2,181,900 | $ | 2,205,588 |
The accompanying notes are an integral part of these financial statements.
SHOSHONE SILVER MINING COMPANY
(an Exploration Stage
Company)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
INCOME
(Unaudited)
| Period from | |||||||||
| January 1, 2000 | |||||||||
| (beginning of | |||||||||
| Three Months Ended March 31, | exploration stage) | ||||||||
| 2007 | 2006 | to March 31, 2007 | |||||||
| (restated) | (restated) | ||||||||
| REVENUES | $ | 661 | $ | - | $ | 377,118 | |||
| COST OF REVENUES | 414 | - | 229,985 | ||||||
| GROSS PROFIT | 247 | - | 147,133 | ||||||
| OPERATING EXPENSES | |||||||||
| General and administrative | 71,329 | 42,115 | 683,523 | ||||||
| Professional fees | 22,958 | 11,138 | 329,610 | ||||||
| Consulting Fees | - | - | 135,140 | ||||||
| Depreciation | 10,067 | 7,858 | 255,359 | ||||||
| Mining and exploration expenses | 10,533 | 25,265 | 1,365,741 | ||||||
| Gain on sale of load claim | - | (133,907 | ) | (133,907 | ) | ||||
| Total Operating Expenses | 114,887 | (47,531 | ) | 2,635,466 | |||||
| LOSS FROM OPERATIONS | (114,640 | ) | 47,531 | (2,488,333 | ) | ||||
| OTHER INCOME (EXPENSES) | |||||||||
| Net gain (loss) on sale of securities | 89,910 | (4,259 | ) | 842,045 | |||||
| Loss on abondonement of asset | - | - | (20,000 | ) | |||||
| Gain on sale of asset | - | - | 12,200 | ||||||
| Lease income | - | 100,000 | 441,530 | ||||||
| Dividend and interest income | 8,395 | 3,242 | 47,251 | ||||||
| Unrealized holding loss on marketable securities | - | - | (380,827 | ) | |||||
| Gain on settlement of note receivable | - | - | 64,206 | ||||||
| Interest expense | (192 | ) | - | (680 | ) | ||||
| Total Other Income (Expenses) | 98,113 | 98,983 | 1,005,725 | ||||||
| INCOME (LOSS) INCOME BEFORE INCOME TAXES | (16,527 | ) | 146,514 | (1,482,608 | ) | ||||
| INCOME TAXES | - | - | - | ||||||
| NET INCOME (LOSS) | (16,527 | ) | 146,514 | (1,482,608 | ) | ||||
| OTHER COMPREHENSIVE INCOME (LOSS) | |||||||||
| Unrealized holding gain (loss) on investments | 10,825 | 473,759 | 613,650 | ||||||
| NET COMPREHENSIVE INCOME (LOSS) | $ | (5,702 | ) | $ | 620,273 | $ | (868,958 | ) | |
| NET INCOME (LOSS) PER COMMON SHARE, BASIC | |||||||||
| AND DILUTED | $ | (0.00 | ) | $ | 0.01 | ||||
| WEIGHTED AVERAGE NUMBER OF | |||||||||
| COMMON STOCK SHARES OUTSTANDING, | |||||||||
| BASIC AND DILUTED | 18,243,797 | 18,153,909 | |||||||
The accompanying notes are an integral part of these financial statements.
SHOSHONE SILVER MINING COMPANY
(an Exploration Stage
Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
| Period from | |||||||||
| January 1, 2000 | |||||||||
| Three Months Ended | (beginning of | ||||||||
| March 31, | exploration stage) | ||||||||
| 2007 | 2006 | to March 31, 2007 | |||||||
| (restated) | (restated) | ||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||
| Net income (loss) | (16,527 | ) | $ | 146,514 | $ | (1,482,608 | ) | ||
| Adjustments to reconcile net income (loss) to net | |||||||||
| cash used by operations: | |||||||||
| Depreciation and amortization expense | 10,067 | 7,858 | 255,359 | ||||||
| Common stock issued for services | - | - | 189,367 | ||||||
| Common stock issued for mining and exploration expenses | 24,000 | 236,500 | |||||||
| Treasury stock issued for services | - | 20,800 | 20,320 | ||||||
| Net gain on sale of lode claim | - | (133,907 | ) | (133,907 | ) | ||||
| Net gain on sale of investments | (89,910 | ) | 4,259 | (842,045 | ) | ||||
| Available for sale securities issued in exchange for services | - | - | 135,140 | ||||||
| Unrealized holding loss on marketable securities | - | - | 380,827 | ||||||
| Gain on settlement of note receivable | - | - | (64,206 | ) | |||||
| Gain on sale of fixed asset | - | - | (12,200 | ) | |||||
| Impairment of mining expenses | - | - | 413,000 | ||||||
| Loss on abandonment of investment | - | - | 20,000 | ||||||
| Changes in assets and liabilities: | |||||||||
| Decrease (increase) in receivable from related party | - | - | (10,624 | ) | |||||
| Increase in other current assets | - | - | (4,819 | ) | |||||
| Decrease (increase) in deposits and prepaids | 6,969 | 10,159 | (861 | ) | |||||
| Decrease in supplies inventory | 414 | - | 9,158 | ||||||
| Decrease (increase) in accrued interest receivable | 642 | (3,135 | ) | (8,881 | ) | ||||
| Decrease in accrued liabilities | (1,354 | ) | - | (2,984 | ) | ||||
| (Decrease) increase in accounts payable | (15,476 | ) | 508 | 231,233 | |||||
| Net cash used in operating activities | (105,175 | ) | 77,056 | (672,231 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||
| Purchases of investments | (29,250 | ) | (31,900 | ) | (3,745,276 | ) | |||
| Proceeds from sale of investments | 94,510 | 17,010 | 4,171,993 | ||||||
| Purchase of mineral and mining properties | - | (13,000 | ) | (68,472 | ) | ||||
| Proceeds from sale of lode claim | - | 13,907 | 13,907 | ||||||
| Purchase of fixed assets | - | - | (39,314 | ) | |||||
| Advances on notes receivable | - | - | (93,214 | ) | |||||
| Payments received on note receivable | - | - | 128,401 | ||||||
| Proceeds from sale of fixed assets | - | - | 12,200 | ||||||
| Net cash provided by investing activities | 65,260 | (13,983 | ) | 380,225 | |||||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||
| Proceeds from sale of common stock | - | - | 694,585 | ||||||
| Advances to related party | - | - | (195,000 | ) | |||||
| Issuance of note receviable from related party | - | - | (243,000 | ) | |||||
| Payments received on notes receivable from related party | - | - | 128,909 | ||||||
| Payments received on notes receivable | 1,001 | - | 1,637 | ||||||
| Payments received on common stock subscriptions | - | - | 1,381 | ||||||
| Payment made on long-term note payable | (1,156 | ) | - | (163,686 | ) | ||||
| Proceeds from short-term loans | - | - | 160,760 | ||||||
| Net cash (used in) provided by financing activities | (155 | ) | - | 385,586 | |||||
| Net increase (decrease) in cash | (40,070 | ) | 63,073 | 93,580 | |||||
| Cash, beginning of period | 193,639 | 32,054 | 59,989 | ||||||
| Cash, end of period | $ | 153,569 | $ | 95,127 | $ | 153,569 | |||
| SUPPLEMENTAL CASH FLOW DISCLOSURES: | |||||||||
| Interest expense paid | $ | 192 | $ | - | $ | 680 | |||
| Income taxes paid | $ | - | $ | - | $ | - | |||
| NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||||||||
| Common stock issued for accounts payable | $ | - | $ | - | $ | 227,500 | |||
| Note receivable in connection with sale of lode claim | $ | - | $ | 120,000 | $ | 120,000 | |||
| Note issued in exchanged for vehicle | $ | - | $ | - | $ | 10,781 | |||
| Treasury stock acquired through sale of investment | $ | - | $ | - | $ | 296,296 | |||
| Common stock issued for purchase of mining properties | $ | - | $ | - | $ | 45,000 | |||
| Common stock issued for mining and exploration expenses | $ | - | $ | - | $ | 222,500 | |||
| Common Stock issued for services | $ | - | $ | - | $ | 88,333 | |||
| Common stock issued for finders' fee | $ | - | $ | - | $ | 1,000 | |||
| Marketable securities received in lieu of note receivable | $ | - | $ | - | $ | 104,273 | |||
The accompanying notes are an integral part of these financial statements.
Shoshone Silver Mining Company
Notes to the
Consolidated Financial Statements
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Shoshone Silver Mining Company (an Exploration Stage Company) (“the Company”) was incorporated under the laws of the State of Idaho on August 4, 1969, under the name of Sunrise Mining Company and is engaged in the business of mining. On January 22, 1970, the Company's name was changed to Shoshone Silver Mining Company. During 2003, the Company’s focus was broadened to include resource management and sales of mineral and timber interests.
Beginning in fiscal 2000 the Company entered an exploration stage. The Company has acquired several mining properties since entering this exploration stage. Further, the Company plans to refurbish the mill at its Lakeview property and also plans to conduct geologic assessments of this property during 2007. The Company anticipates that milling of previously stockpiled material to begin in September 2007 and continue into 2008. After that, the Company anticipates conduction surface mining at the Weber property and milling of ores obtain from those efforts at the Lakeview Mill.
In 2004, the Company incorporated a wholly owned subsidiary in Mexico, Shoshone Mexico, S.A. de C.V, for the purposes of facilitating its Mexico property explorations and future operations.
The Company’s year end is December 31.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies is presented to assist in understanding Shoshone’s financial statements. The financial statements and notes rely on the integrity and objectivity of the Company’s management. 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.
Accounting Methods
The Company’s financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.
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 amounts 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 differ from those estimates.
Preparation of Interim Consolidated Financial Statements
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-QSB and Article 10 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 financial statements for the year ended December 31, 2005. In the opinion of management, the unaudited interim consolidated financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim periods presented.
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 Company’s 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 Shoshone’s financial position and results of operations.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Shoshone Mexico, S.A. de C.V., after elimination of the intercompany accounts and transactions.
Going Concern
As shown in the accompanying financial statements, the Company has had limited revenues and incurred an accumulated deficit of $3,150,090 through March 31, 2007. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management has established plans designed to increase the sales of the Company’s products. Management intends to seek additional capital from new equity securities offerings that will provide funds needed to increase liquidity, fund internal growth 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.
An estimated $150,000 is believed necessary to continue operations and increase development through the next fiscal year. The timing and amount of capital requirements will depend on a number of factors, including demand for products and services.
Restatement of Previously Disclosed Financial Information
On May 21, 2007, the Company filed an Annual Report on Form 10-KSB for the year ended December 31, 2006 (the “Original Report”) with the Securities and Exchange Commission (the “SEC”). On September 26, 2007, December 13, 2007, and on January 15, 2008, the Company received comments from the SEC regarding our Original Report. In response to these comments the Company made certain changes to the narrative sections of this quarterly report on Form 10-QSB/A. These narrative changes include the following:
| 1. |
Controls and Procedures – to conform to Item 307 of Regulation S-B; | |
| 2. |
Management’s Discussion & Analysis of Plan of Operation – to conform to Item 303 of Regulation S-B; and |
In addition, the Company also made certain changes to its consolidated financial statements as follows:
| 1. |
The Company changed its financial statement presentation to comply with paragraph 11 of Statement of Financial Accounting Standards No. 7 “Accounting and Reporting by Development Stage Enterprises”. As a result the Company’s Consolidated Financial Statements were adjusted as follows: | ||
| a. |
Consolidated Balance Sheets – The Company presented the “accumulated deficit in exploration stage” separately from the “accumulated deficit prior to exploration stage”. Prior to this correction, the sum of these two amounts was presented as one amount under the caption “accumulated deficit”. The December 31, 2006, Consolidated Balance Sheet had previously been restated. As a result the Company’s 2007 first quarter Consolidated Balance Sheet was adjusted as follows: | ||
| Mar. 31, 2007 | Adjustments | Mar. 31, 2007 | |||||||
| (as previously | |||||||||
| stated) | (as restated) | ||||||||
| Accumulated deficit | $ | (3,150,090 | ) | $ | 3,150,090 | $ | - | ||
| Accumulated deficit in exploration stage | $ | - | $ | (1,482,608 | ) | $ | (1,482,608 | ) | |
| Accumulated deficit prior to exploration stage | $ | - | $ | (1,667,482 | ) | $ | (1,667,482 | ) | |
| Total Stockholders' Equity | $ | 2,168,143 | $ | - | $ | 2,168,143 |
| b. |
Consolidated Statements of Operations and Comprehensive Income – The Company added the column titled “Period from January 1, 2000 (beginning of exploration stage) to March 31, 2007” to present the operating information of the Company during its exploration stage. | |
| c. |
Consolidated Statements of Cash Flows – The Company added the column titled “Period from January 1, 2000 (beginning of exploration stage) to March 31, 2007” to present the cash flow information of the Company during its exploration stage. |
| 2. |
The Company reclassified the caption titled “Net gain on sale of lode claim” from “Other Income (Expenses)” to “Operating Expenses” on its Consolidated Statements of Operations and Comprehensive Income. This change was made to comply with paragraph 45 of Statement of Financial Accounting Standards No. 144 “Accounting for the Impairment or Disposal of Long- Lived Assets”. This standard requires that a gain recognized on the sale of a long-lived asset classified as held-for-sale be included in income from operations. This change did not impact the first quarter of 2007. As a result the Company’s Consolidated Statement of Operations and Comprehensive Income for the three-month period ended March 31, 2006 was adjusted as follows: |
| Three-month | Three-month | ||||||||
| period ended | period ended | ||||||||
| Mar. 31, 2006 | Adjustments | Mar. 31, 2006 | |||||||
| (as previously | |||||||||
| stated) | (as restated) | ||||||||
| Total Operating Expenses | $ | 86,376 | $ | (133,907 | ) | $ | (47,531 | ) | |
| Total Other Income (Expenses) | $ | 232,890 | $ | (133,907 | ) | $ | 98,983 |
| 3. |
The Company increased to $133,907 from $120,000 the amount presented for the three-month period ended March 31, 2006, under the caption “Net gain on the sale of lode claim” in the operating activities section of its Consolidated Statement of Cash Flows. The Company also added a new caption titled “Proceeds from sale of lode claim” with an amount of $13,907 for the three-month period ended March 31, 2006, in the investing activities section of its Consolidated Statement of Cash Flows. This adjustment was made to correct to a “gross” cash flow presentation versus a “net” cash flow presentation. This change did not impact the three-month period ended March 31, 2007. As a result the Company’s Consolidated Statement of Cash Flows for the three-month period ended March 31, 2006 was adjusted as follows: |
| Three-month | Three-month | ||||||||
| period ended | period ended | ||||||||
| Mar. 31, 2006 | Adjustments | Mar. 31, 2006 | |||||||
| (as previously | |||||||||
| stated) | (as restated) | ||||||||
| Net gain on sale of lode claim | $ | (120,000 | ) | $ | (13,907 | ) | $ | (133,907 | ) |
| Proceeds from sale of lode claim | $ | - | $ | 13,907 | $ | 13,907 | |||
| Net cash provided by operating activities | $ | 90,963 | $ | (13,907 | ) | $ | 77,056 | ||
| Net cash used in investing activities | $ | (27,890 | ) | $ | 13,907 | $ | (13,983 | ) |
NOTE 3: DEPOSITS AND PREPAID EXPENSES
During the fiscal year ended December 31, 2005, the Company prepaid administrative services to be performed by a related mining company. The remaining prepaid balance was $6,969 at December 31, 2006, which was paid in full during the fiscal 2007 first quarter.
During the fiscal 2006 second quarter, the Company made a deposit of $5,000 toward the purchase of certain equipment. Upon delivery of this equipment, the Company will pay an additional $6,000.
NOTE 4: NOTES RECEIVABLE FROM RELATED PARTIES
On February 4, 2004, the Company loaned to Shoshone Capital Corporation, a related party, $40,000. The unsecured note bears interest of 7% per annum, with principal and unpaid interest due on February 4, 2007. During the fiscal 2007 first quarter, interest income of $696 had been accrued.
On September 1, 2006, the Company loaned Silver Valley Capital, LLC $168,000 in exchange for a promissory note. The Company’s President and its Secretary are both members of Silver Valley Capital,
LLC. Both these individuals abstained from voting on the respective companies’ Board of Directors’ Resolutions approving this loan. The note bears interest at 10.0% per annum and stipulates that monthly payments of $822 are to be made until February 1, 2007. On February 1, 2007, the remaining principal plus accrued interest becomes due and payable. During the fiscal 2007 first quarter, a payment of $4,112 was received and was applied to accrued interest receivable. During the fiscal 2007 first quarter, interest income of $4,336 had been accrued.
NOTE 5: NOTE RECEIVABLE
During the first quarter of fiscal 2006, the Company accepted a promissory note for $120,000 from an unrelated party related to the sale of a lode claim for $150,000. The promissory note bears interest at 7.0% per annum and stipulates that payments of $5,089 are to be paid semi-annually until January 23, 2011. On January 11, 2011, the remaining principal plus accrued interest becomes due and payable in full. During the fiscal 2007 first quarter, the Company received a payment on this note receivable of $5,089, of which $4,089 was applied toward interest receivable and the remaining $1,000 was applied toward principal. During the fiscal 2007 first quarter, interest income of 2,163 had been accrued.
NOTE 6: INVESTMENTS
The Company has invested in various privately and publicly held companies. At this time, the Company holds securities classified as available for sale. Amounts are reported at fair value, with unrealized gains and losses excluded from earnings and reported separately as a component of stockholders’ equity.
The Company had an unrealized holding gain during the three-month period ended March 31, 2007 of $10,825 compared with $473,759 the same period last year.
Unrealized gains and losses are recorded on the income statement as other comprehensive income (loss), and also on the balance sheet as other accumulated comprehensive income.
The following summarizes the securities available for sale at March 31, 2007:
| # of | Market | ||||||||
| Security | Shares | Cost | Value | ||||||
| Chester Mining Company | 2,500 | $ | 12,567 | $ | 7,500 | ||||
| Gold Crest Mines | 758,100 | 3,900 | 432,017 | ||||||
| Independence | 4,500 | 7,920 | 20,250 | ||||||
| Kimberly Gold Mines | 321,500 | 85,516 | 73,945 | ||||||
| Merger Mines Corp | 15,000 | 9,458 | 6,000 | ||||||
| Metropolitan Mines Limited | 6,000 | 2,008 | 2,520 | ||||||
| Mineral Mountain Mining & Milling | 5,000 | 3,866 | 2,550 | ||||||
| Sterling Mining Company | 76,776 | 44,774 | 232,631 | ||||||
| Balance, March 31, 2007 | 1,189,376 | $ | 170,009 | $ | 777,413 |
The following summarizes the securities available for sale at December 31, 2006:
| # of | Market | ||||||||
| Security | Shares | Cost | Value | ||||||
| Chester Mining Company | 2,500 | $ | 12,567 | $ | 6,850 | ||||
| Gold Crest Mines | 848,100 | 3,900 | 415,569 | ||||||
| Independence | 16,000 | 28,160 | 54,400 | ||||||
| Kimberly Gold Mines | 71,500 | 56,266 | 10,725 | ||||||
| Merger Mines Corp | 15,000 | 9,458 | 8,250 | ||||||
| Metropolitan Mines Limited | 6,000 | 2,008 | 2,400 | ||||||
| Mineral Mountain Mining & Milling | 5,000 | 3,866 | 2,000 | ||||||
| Sterling Mining Company | 76,776 | 44,774 | 241,744 | ||||||
| Balance, December 31, 2006 | 1,040,876 | $ | 160,999 | $ | 741,038 |
NOTE 7: NOTE PAYABLE
During the fiscal 2006 second quarter, the Company acquired a vehicle for $19,782 by paying $9,000 cash and signing a note for the remaining $10,781. The note has a term of 30 months, bears interest at 8.99% and stipulates that payments of $499 be made monthly. The outstanding balance on this note payable was $7,757 at March 31, 2007.
NOTE 8: SUBSCRIPTIONS RECEIVABLE
In fiscal 2004, the Company issued 101,123 shares of treasury stock for subscriptions of $20,225. These subscriptions bear interest of 7% per year until their due date in 2009. During the fiscal 2007 first quarter, interest income of $1,774 had been accrued. See Note 11.
NOTE 9: OPTION AGREEMENTS
On February 22, 2006, the Company entered into an option agreement with an unrelated party under which the unrelated party may earn up to a 75% interest in the Company’s Bilbao-Mexico Property. In connection with this agreement, the Company received $0 during the fiscal 2007 first quarter and $100,000 during fiscal 2006 first quarter as consideration for allowing the other party to conduct exploration activities on the property.
On November 9, 2005, the Company entered into an option agreement with an unrelated party under which the unrelated party may earn a 100% interest in the Company’s California Creek Property (the “California Creek Option Agreement”). In connection with this agreement, the Company received $0 during the fiscal 2007 first quarter and $20,000 during the fiscal 2006 first quarter as consideration for allowing the unrelated party to conduct exploration activities on the property.
Also, on November 9, 2005, in connection with the California Creek Option Agreement, the Company entered into an agreement with two unrelated parties to combine certain properties (the “Agreement to Combine Properties”). During the fiscal 2006 second quarter, the Company paid $8,000 to these two unrelated parties as consideration for their entry into the Agreement to Combine Properties.
NOTE 10: COMMITMENTS AND CONTINGENCIES
Environmental Issues
Shoshone 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 mineral exploration and mining industries are inherently speculative and subject to complex environmental regulations, Shoshone is unaware of any pending litigation or of any specific past or prospective matters which could impair the value of its mining claims.
NOTE 11: SUBSEQUENT EVENT
On April 30, 2007, the Company received a payment of $21,102 in full satisfaction of its subscription receivable. The payment consisted of principal of $18,844 and accrued interest income of $2,259.
Item 2 - Management’s 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. Please refer to descriptions of these risks set forth in our “Risk Factors” in our most recent Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006.
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.
Management’s 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
As discussed in “Note 2:
Going Concern” to our condensed consolidated financial statements, the Company
has had limited revenues and incurred an accumulated deficit of 3,150,090
through March 31, 2007. The Company believes it has sufficient working capital
and other capital resources to meet the obligations anticipated by its presently
planned activities until June 2007, as described herein. After June 2007,
management will seek to raise additional capital through the issuance of equity
and or debt. No assurance can be given that the Company will be successful in
its exploration activities, raising additional capital or that other
opportunities will be found.
The Company plans to refurbish the mill at its Lakeview property and also plans to conduct geologic assessments of this property during 2007. The Company estimates that the costs to refurbish the mill will be between $150,000 and $200,000. The Company anticipates that it will be required to raise additional capital to fund this undertaking in June 2007. The Company anticipates that milling of previously stockpiled material to begin in September 2007 and continue into 2008. After that, the Company anticipates conducting surface mining at the Weber property and the milling of ores obtained from those efforts at the Lakeview Mill.
On March 26, 2007, the Company announced the release of a pre-feasibility study that supported an economically viable zinc-lead-silver mining and milling operation at its Bilbao Property in the State of Zacatecas, Mexico. Based on the recommendations of this report, the Company’s joint venture partner plans to conduct an additional 10-12 month drilling project to upgrade the resource under consideration along with additional metallurgical testing. The pre-feasibility study indicates that construction of the mine and the mill is expected to take 18 months following the receipt of the Notice-to-Proceed.
Comparison of the Three Months Ended March 31, 2007 and 2006:
Results of Operations
The following table sets forth certain information regarding the components of our Consolidated Statements of Operations for the three-month period ended March 31, 2007 compared with March 31, 2006. The table is provided to assist in assessing differences in our overall performance:
| Three Months Ended March 31, | ||||||||||||
| 2007 | 2006 | $ change | % change | |||||||||
| REVENUES | $ | 661 | $ | - | $ | 661 | 0.0% | |||||
| COST OF REVENUES | 414 | - | 414 | 0.0% | ||||||||
| GROSS PROFIT | 247 | - | 247 | 0.0% | ||||||||
| General and administrative | 71,329 | 42,115 | 29,214 | 69.4% | ||||||||
| Professional fees | 22,958 | 11,138 | 11,820 | 106.1% | ||||||||
| Depreciation | 10,067 | 7,858 | 2,209 | 28.1% | ||||||||
| Mining and exploration expenses | 10,533 | 25,265 | (14,732 | ) | -58.3% | |||||||
| Net gain on sale of load claim | - | (133,907 | ) | 133,907 | -100.0% | |||||||
| Total Operating Expenses | 114,887 | (47,531 | ) | 162,418 | -341.7% | |||||||
| LOSS FROM OPERATIONS | (114,640 | ) | 47,531 | (162,171 | ) | -341.2% | ||||||
| Net gain (loss) on sale of securities | 89,910 | (4,259 | ) | 94,169 | -2211.1% | |||||||
| Lease income | - | 100,000 | (100,000 | ) | -100.0% | |||||||
| Dividend and interest income | 8,395 | 3,242 | 5,153 | 158.9% | ||||||||
| Interest expense | (192 | ) | - | (192 | ) | 0.0% | ||||||
| Total Other Income | 98,113 | 98,983 | (870 | ) | -0.9% | |||||||
| NET (LOSS) INCOME | $ | (16,527 | ) | $ | 146,514 | $ | (163,041 | ) | -111.3% | |||
Overview of Operating Results
The decrease in net income during the three-month period ended March 31, 2007 (the “2007 first quarter”) from the three-month period ended March 31, 2006 (the “2006 first quarter”) was primarily the result of a $133,907 net gain on the sale of a lode claim and lease income of $100,000, both realized during the 2006 first quarter. The Company received no lease income nor realized a gain on the sale of a lode claim during the fiscal 2007 first quarter. Partially offsetting these negative factors was a realized gain from the sale of investments of $89,910 during the fiscal 2007 first quarter compared with a realized loss of $(4,259) in the same period last year.
Operating Expenses
Operating expenses during the 2007 first quarter increased primarily as a result of a $133,907 realized net gain during fiscal 2006 first quarter from the sale the Drumheller Group of claims for $150,000 to an unrelated party. The gain of $133,907 was net of $16,093 in selling expenses. This group of claims consisted of six unpatented claims covering 110.82 acres. The cost of the property, $218,282, had been expensed in prior years as an exploration expense. Consequently, the Company had no basis in the property but did incur selling expenses of $16,093 in connection with this sale. The Company did not sell any lode claims during the fiscal 2007 first quarter. See “Note 5: Note Receivable” to our consolidated financial statements for further details.
Also contributing to the increase in operating expenses during the 2007 first quarter were increased employee expenses of $33,343. Of this increase, $20,250 was related to recruiting the Company’s new Chief Executive Officer. Also contributing to the increase in operating expenses were incremental professional fees of $18,475 related to the Company’s reporting obligations with the Securities and
Exchange Commission (the “SEC”). Partially offsetting these increases was $20,800 in Directors’ fees incurred during the fiscal 2006 first quarter compared with none during the fiscal 2007 first quarter.
Other Income (Expenses)
During the 2007 first quarter other income (expense) was nearly unchanged. During the fiscal 2007 first quarter $100,000 received in connection with an option agreement received during the fiscal 2006 first quarter compared with none during the fiscal 2007 first quarter. See “Note 9: Option Agreements” to our consolidated financial statements for further details. This negative impact was partially offset by the realization of a gain of $89,910 on the sale of investments during the fiscal 2007 first quarter compared with a loss on the sale of investments of $(4,259) during the fiscal 2006 first quarter.
Overview of Financial Position
At March 31, 2007, Shoshone had cash of $153,569 and total liabilities of $13,757. Also, during the fiscal 2007 first quarter, the market value of the Company’s available-for-sale investments increased $35,475 from the balance at December 31, 2006.
Investments
Shoshone’s investment portfolio at March 31, 2007 was $777,413, an increase of $35,475 from the December 31, 2006 balance of $741,938. This increase was primarily attributable to the acquisition of 250,000 shares partially offset by the sale of 101,500 shares during the fiscal 2007 first quarter. See “Note 6: Investments” to our consolidated financial statements for further details.
Mineral and Mining Properties
At March 31, 2007, mineral and mining properties were unchanged from the balance of $379,690 at December 31, 2006.
Accrued Expenses and Other Liabilities
The Company’s accounts payable were $5,000 at March 31, 2007 compared with $26,856 at December 31, 2006. The balance at December 31, 2006 included $14,315 in legal expenses primarily related to the Company’s Mexican mining concessions and also included $6,800 in Directors’ fees that were paid in treasury stock.
Liquidity and Capital Resources
During the three months ended March 31, 2007, the Company’s operating activities used $105,175. This was primarily the result of a non-cash net gain on the sale of investment of $89,910 that was included in the Company’s net loss of $(16,527).
Shoshone’s total stockholders’ equity was $2,168,143 at March 31, 2007, an increase of $678 from $2,167,465 at December 31, 2006. The increase in total stockholders’ equity was primarily due to an increase of $10,825 in accumulated other comprehensive income and the issuance of 29,000 treasury shares in payment of directors fees. Fluctuations in prevailing market values continue to cause volatility in the Company’s accumulated comprehensive income or loss in stockholders’ equity and may continue to do so in future periods. See “Note 6: Investments” to our consolidated financial statements for further details.
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.
Item 3 – Controls and Procedures
Disclosure Controls and Procedures
The Company maintains a system of disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including Shoshone’s principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
Shoshone’s management, with the participation of Shoshone’s principal executive officer and principal financial officer, has evaluated the effectiveness of Shoshone’s disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act, as of March 31, 2007. Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of March 31, 2007.
Changes in Internal Control Over Financial Reporting
There were no changes in Shoshone’s internal control over financial reporting during the first quarter of 2007 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1 - Legal Proceedings
The Company is not involved in any legal proceedings.
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable.
Item 3 - Defaults Upon Senior Securities
Not applicable.
Item 4 - Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5 - Other Information
Not applicable.
Item 6 - Exhibits
| (a) Exhibit No. | Exhibit | |
| 31.1 | ||
|
|
||
| 31.2 | ||
|
|
||
| 32.1 | ||
|
|
||
| 32.2 |
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) | |||
| March 19, 2008 | By: | /s/ Lex Smith | |
| Date | Lex Smith | ||
| President and Principal Executive Officer | |||
| March 19, 2008 | By: | /s/ Melanie Farrand | |
| Date | Melanie Farrand | ||
| Treasurer | |||
| and Principal Financial Officer | |||