Return to Shoshone Silver Mining
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED June 30, 2005
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 000-21623
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.) |
1176 Big Creek Road, Ste E-106, Kellogg, ID 83837
(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 June 30, 2005 |
| Common Stock ($0.10 par value) | 17,433,797 |
Transitional Small Business Disclosure Format (check one): Yes [X] No [ ]
SHOSHONE SILVER MINING COMPANY
FORM 10-QSB
For the Quarter Ended June 30,
2005
TABLE OF CONTENTS
PART I - Financial Information
Item 1 - Financial Statements
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 theses services are completed to correct this departure from the requirements of Regulation S-X Article 2.
Shoshone Silver Mining Company
Consolidated
Balance Sheets
| June 30, | December 31, | |||||
| 2005 | 2004 | |||||
| (unaudited) | ||||||
| ASSETS | ||||||
| CURRENT ASSETS | ||||||
| Cash and cash equivalents | $ | 48,441 | $ | 251,683 | ||
| Deposits and prepaid expenses | 26,857 | 19,483 | ||||
| Supplies inventory | 4,955 | 5,303 | ||||
| Other current assets | 17,600 | 5,100 | ||||
| Total Current Assets | 97,853 | 281,569 | ||||
| PROPERTY, PLANT AND EQUIPMENT | ||||||
| Property, plant and equipment | 1,636,815 | 1,636,815 | ||||
| Accumulated depreciation | (1,103,674 | ) | (1,087,958 | ) | ||
| Total Property, Plant and Equipment | 533,141 | 548,857 | ||||
| MINERAL AND MINING PROPERTIES | 357,745 | 311,218 | ||||
| OTHER ASSETS | ||||||
| Notes receivable | 93,214 | 93,214 | ||||
| Accrued interest | 9,411 | 4,923 | ||||
| Investments | 570,231 | 1,020,236 | ||||
| Total Other Assets | 672,856 | 1,118,373 | ||||
| TOTAL ASSETS | $ | 1,661,595 | $ | 2,260,017 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||
| CURRENT LIABILITIES | ||||||
| Accounts payable | $ | -- | $ | 43,379 | ||
| Accrued expenses and other liabilities | 227,500 | 227,500 | ||||
| Short-term loan | -- | -- | ||||
| Total Current Liabilities | 227,500 | 270,879 | ||||
| COMMITMENTS AND CONTINGENT LIABILITIES | ||||||
| STOCKHOLDERS’ EQUITY | ||||||
| Common stock, $0.10 par value; 20,000,000 shares authorized; | ||||||
| 17,433,797 and 17,393,797 shares issued and outstanding, respectively | 1,743,380 | 1,739,380 | ||||
| Additional paid-in capital | 2,970,756 | 2,966,756 | ||||
| Treasury stock | (26,834 | ) | (26,834 | ) | ||
| Stock options | 12,221 | 12,221 | ||||
| Subscriptions receivable | (20,225 | ) | (20,225 | ) | ||
| Accumulated deficit | (3,562,648 | ) | (3,416,017 | ) | ||
| Accumulated other comprehensive income | 317,445 | 733,857 | ||||
| Total Stockholders’ Equity | 1,434,095 | 1,989,138 | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 1,661,595 | $ | 2,260,017 |
See accompanying condensed notes to interim financial statements.
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Shoshone Silver Mining Company
Consolidated
Statements of Operations and Comprehensive Income
(Unaudited)
| Three Months Ended | Six Months Ended | |||||||||||
| June 30, | June 30, | |||||||||||
| 2005 | 2004 | 2005 | 2004 | |||||||||
| REVENUES | ||||||||||||
| Sales | $ | 416 | $ | -- | $ | 434 | $ | 638 | ||||
| Total Revenues | 416 | -- | 434 | 638 | ||||||||
| COST OF REVENUES | 338 | -- | 348 | -- | ||||||||
| GROSS PROFIT | 78 | -- | 86 | 638 | ||||||||
| OPERATING EXPENSES | ||||||||||||
| General and administrative | 28,252 | 47,994 | 72,916 | 118,053 | ||||||||
| Professional fees | 8,498 | 3,739 | 20,749 | 15,749 | ||||||||
| Depreciation | 7,858 | 7,858 | 15,716 | 15,716 | ||||||||
| Mining expenses | 9,628 | 21,207 | 36,466 | 43,152 | ||||||||
| Total Operating Expenses | 54,236 | 80,798 | 145,847 | 192,670 | ||||||||
| LOSS FROM OPERATIONS | (54,158 | ) | (80,798 | ) | (145,761 | ) | (192,032 | ) | ||||
| OTHER INCOME (EXPENSES) | ||||||||||||
| Net gain (loss) on sale of investments | 13,385 | -- | (5,995 | ) | 13,934 | |||||||
| Lease income | -- | -- | -- | 5,100 | ||||||||
| Dividend and interest income | 2,232 | 172 | 5,124 | 193 | ||||||||
| Net gain (loss) on sale of marketable | ||||||||||||
| securities | -- | -- | -- | -- | ||||||||
| Total Other Income (Expenses) | 15,617 | 172 | (871 | ) | 19,227 | |||||||
| NET LOSS | (38,541 | ) | (80,626 | ) | (146,632 | ) | (172,805 | ) | ||||
| OTHER COMPREHENSIVE INCOME (LOSS) | ||||||||||||
| Unrealized holding income (loss) on | ||||||||||||
| investments | (63,226 | ) | (755,501 | ) | (63,226 | ) | (158,325 | ) | ||||
| NET COMPREHENSIVE INCOME (LOSS) | $ | (101,767 | ) | $ | (836,127 | ) | $ | (209,858 | ) | $ | (331,130 | ) |
| INCOME (LOSS) PER COMMON SHARE – | ||||||||||||
| BASIC AND DILUTED | $ | (0.006 | ) | $ | (0.053 | ) | $ | (0.012 | ) | $ | (0.021 | ) |
| WEIGHTED AVERAGE NUMBER OF | ||||||||||||
| COMMON STOCK SHARES | ||||||||||||
| OUTSTANDING, BASIC AND DILUTED | 17,399,908 | 11,298,026 | 17,399,908 | 11,298,026 | ||||||||
See accompanying condensed notes to interim financial statements.
2
Shoshone Silver Mining Company
Consolidated
Statements of Cash Flows
(Unaudited)
| Six Months Ended | ||||||
| June 30, | ||||||
| 2005 | 2004 | |||||
| Cash flows from operating activities: | ||||||
| Net loss | $ | (146,632 | ) | $ | (172,805 | ) |
| Adjustments to reconcile net income to net cash provided by operating | ||||||
| activities: | ||||||
| Depreciation and amortization | 15,716 | 15,716 | ||||
| Net (gain) loss on sale of investments | 5,995 | (13,934 | ) | |||
| Common stock issued for services | 8,000 | 26,250 | ||||
| Change in assets and liabilities: | ||||||
| Deposits and prepaid expenses | (7,374 | ) | (18,215 | ) | ||
Supplies
inventory |
348 | -- | ||||
| Other current assets | (12,500 | ) | (41,063 | ) | ||
| Accrued interest | (4,488 | ) | -- | |||
| Accounts payable | (43,379 | ) | (5,542 | ) | ||
| Accrued expenses and other liabilities | -- | 542,500 | ||||
| Net cash provided (used) by operating activities | (184,314 | ) | (209,593 | ) | ||
| Cash flows from investing activities: | ||||||
| Purchases of investments | (29,036 | ) | (203,825 | ) | ||
| Proceeds from sales of investments | 56,635 | 20,382 | ||||
| Purchases of mining properties | (46,527 | ) | (105,053 | ) | ||
| Purchase of marketable securities | -- | -- | ||||
| Net cash provided (used) by investing activities | (18,928 | ) | (288,496 | ) | ||
| Cash flows from financing activities: | ||||||
| Common stock issued for cash | $ | -- | $ | 651,650 | ||
| Advances on short-term loan | -- | 1,200 | ||||
| Commissions paid on private placement offering | -- | (64,465 | ) | |||
| Repayment of short-term loan | -- | (17,100 | ) | |||
| Net cash provided (used) by financing activities | -- | 571,285 | ||||
| Net increase (decrease) in cash | (203,242 | ) | 73,196 | |||
| Cash, beginning of period | 251,683 | 17,403 | ||||
| Cash, end of period | $ | 48,441 | $ | 90,599 | ||
| Supplemental disclosures of cash flow information: | ||||||
| Cash paid during the period for: | ||||||
| Interest | $ | -- | $ | -- | ||
| Income taxes | $ | 30 | $ | 30 | ||
| Noncash investing and financing activities: | ||||||
| Common stock issued for mining properties | $ | -- | $ | 157,500 | ||
| Treasury stock issued for note receivable | $ | -- | $ | 20,225 | ||
See accompanying condensed notes to interim financial statements.
3
Shoshone Silver Mining Company
Notes to the
Consolidated Financial Statements
| 1. |
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-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, 2004. 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 Shoshone Silver Mining Company’s (“Shoshone’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. | |
| 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. | |
|
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. | |
|
Going Concern | |
|
As shown in the accompanying financial statements, the Company has had limited revenues and incurred an accumulated deficit of $3,562,648 through June 30, 2005. 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 seed 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. |
6
| 3. |
Investments |
|
Shoshone’s securities investments are classified as trading securities and are recorded at fair value as of the balance sheet date, with the change in fair value during the period included in earnings. The fair value of any investments in restricted stock as discounted 35%. | |
|
The investments are summarized as follows: |
| December 31, | ||||||
| June 30, 2005 | 2004 | |||||
| Fair value of investments | $ | 570,231 | $ | 1,020,236 | ||
| Gross unrealized gain | 317,445 | 733,857 | ||||
| Cost | $ | 252,786 | $ | 286,379 |
| 4. |
Commitments and Contingencies |
|
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 procedures as they relate to mineral mining and the operation thereof. | |
|
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. |
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Item 2 - Management’s Discussion and Analysis or Plan of Operation
SHOSHONE SILVER MINING COMPANY
Comparison of the Three and
Six Months Ended June 30, 2005 and 2004
This report contains forward-looking statements. For a discussion about such statements, including the risks and uncertainties inherent therein, see “Forward-Looking Statements.” 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.
General
Shoshone Silver Mining Company (“Shoshone”) 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. The Company’s year end is December 31
Results of Operations
Overview. Shoshone recorded a net loss of $39,000, or $0.002 per diluted share, for the three months ended June 30, 2005, compared with a net loss of $81,000, or $0.007 per diluted share, for the three months ended June 30, 2004. Shoshone recorded a net loss of $147,000, or $0.008 per diluted share, for the six months ended June 30, 2005, compared with a net loss of $173,000, or $0.015 per diluted shares, for the six months ended June 30, 2004. The decrease in net loss for the three months ended June 30, 2005 compared to the three months ended June 30, 2004 was due primarily to decreases in operating expenses and increase in other income. The decrease in net losses for the six months ended June 30, 2005 compared to the six months ended June 30, 2004 was due to decreased operating expenses partially offset by a decrease in other income.
Other Income. Other income was $16,000 and $(0.9) thousand for the three months ended June 30, 2005 and 2004, respectively. Other income was $0.2 thousand and $19,000 for the six months ended June 30, 2005 and 2004, respectively. The increase was primarily due to net gain realized on sale of investments.
Operating Expenses. Operating expenses were $54,000 and $81,000 for the three months ended June 30, 2005 and 2004, respectively. Operating expenses were $146,000 and $193,000 for the six months ended June 30, 2005 and 2004, respectively. The decrease in operating expenses was primarily due to decrease general and administration expenses and mining expenses partially offset by increase professional fees.
Financial Position
Assets. At June 30, 2005, Shoshone’s assets were $1.7 million, down $0.6 million from $2.3 million at December 31, 2004.
Investments. Shoshone’s investment portfolio at June 30, 2005 was $570,000, a decrease of $450,000 from the December 31, 2004 balance of $1.0 million.
Mineral and Mining Properties. At June 30, 2005, mineral and mining properties were $358,000, up $47,000 from $311,000 at December 31, 2004. The increase was primarily due to acquisitions of three mining properties during the first quarter of 2005.
Accrued Expenses and Other Liabilities. Accrued Expenses and Other Liabilities remained at $228,000 at June 30, 2004 and December 31, 2004.
8
Liquidity and Sources of Funds
During the six months ended June 30, 2005, cash used in investing activities consisted primarily of the purchase of available-for-sale securities in the investment portfolio and mining properties, partially offset by proceeds from sale of investments. During the same period, there was no cash provided by financing activities.
Capital Resources
Shoshone’s total stockholders’ equity was $1.4 million at June 30, 2005 compared with $2.0 million at December 31, 2004. The increase in total stockholders’ equity was primarily due to common stock issued for cash through a private placement offering and other common stock issued for services and acquisition of mining properties. Stockholders’ equity was 86.3% of total assets at June 30, 2005 compared with 88.0% at December 31, 2004.
At June 30, 2005, Shoshone had an unrealized gain of $317,000, net of related income taxes, on investments classified as available for sale. At December 31, 2004, Shoshone had an unrealized gain of $734,000, net of related income taxes, on investments classified as available for sale. Fluctuations in prevailing market values continue to cause volatility in this component of accumulated comprehensive income or loss in stockholders’ equity and may continue to do so in future periods.
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. These 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. There are a number of factors, many of which are beyond our control, which could cause actual conditions, events or results to differ significantly from those described in the forward-looking statements.
9
Item 3 – Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Shoshone’s principal executive officer and principal financial officer are responsible for establishing and maintaining disclosure controls and procedures for Shoshone. Such disclosure controls and procedures are designed to ensure that material information relating to Shoshone are made known to the officers who must certify that they have evaluated the effectiveness of the disclosure controls and procedures within ninety days prior to the filing of the quarterly report. Shoshone’s certifying officers have concluded that as of June 30, 2004, the material information they use in evaluating Shoshone’s performance and operations has been effectively provided by Shoshone’s disclosure controls and procedures.
Changes in Internal Controls
There have not been any significant changes in Shoshone’s internal controls or in other factors that could significantly affect these controls subsequent to the date of the certifying officers’ evaluation. The certifying officers are not aware of any significant deficiencies or material weaknesses, therefore no corrective actions were taken.
PART II – Other Information
Item 4 - Legal Proceedings
None
Item 5 - Changes in Securities and Use of Proceeds
Not applicable.
10
Item 6 - Defaults Upon Senior Securities
Not applicable.
Item 7 - Submission of Matters to a Vote of Security Holders
Not applicable.
Item 8 - Other Information
Not applicable.
Item 9 - Exhibits and Reports on Form 8-K
| (a) Exhibit No. | Exhibit | |
| 3.1 | Articles of Incorporation of Shoshone. (*) |
|
| 3.2 | Bylaws of Shoshone. (*) |
|
| 4.1 | Reference is made to Exhibits 3.1 and 3.2. |
|
| 4.2 | The Registrant has no outstanding long-term debt. |
|
| 31.1 | ||
| 31.2 | ||
| 32.1 | ||
| 32.2 |
| (b) |
Reports on Form 8-K. During the quarter ended June 30, 2005, there were no reports filed on Form 8- K. |
| * |
Incorporated by reference to the Company’s Registration Statement on Form 10-SB, filed with the Commission on February 15, 2001, File No. 000-31965. |
11
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) | ||
| November 27, 2006 | By: | /s/ Lex Smith |
| Date | Lex Smith | |
| President | ||
| and Chief Executive Officer | ||
| November 27, 2006 | By: | /s/ Melanie Farrand |
| Date | Melanie Farrand | |
| Treasurer | ||
| Financial Officer | ||
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