Shoshone Silver/Gold Mining (SHSH) 10-K 2012 FY Annual report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2012

Commission File Number:   000-31184

SHOSHONE SILVER/GOLD MINING COMPANY

(Exact name of registrant as specified in its charter)

IDAHO

(State or other jurisdiction of incorporation or organization)

5968 North Government Way #305

Coeur d’Alene, ID   83815

 (Address of principal executive offices, including zip code)

(843) 715-9504

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:	Securities registered pursuant to section 12(g) of the Act:
NONE	COMMON STOCK, par value $0.10

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   YES [   ]   NO [X]

Indicate by check mark if the registrant is required to file reports pursuant to Section 13 or Section 15(d) of the Act:    YES [   ]   NO [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [   ]   NO [X]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   [   ]

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	[   ]	Smaller Reporting Company	[X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES [   ]   NO [X]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of September 30, 2012: $4,789,953.

At December 28, 2012, 60,088,371 shares of the registrant’s common stock, par value $0.10, were outstanding.

FORM 10-K

For the Fiscal Year Ended September 30, 2012

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business.	3
Item 1A.	Risk Factors.	22
Item 1B.	Unresolved Staff Comments.	22
Item 2.	Properties.	22
Item 3.	Legal Proceedings.	22
PART II
Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	22
Item 6.	Selected Financial Data.	23
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation.	23
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	28
Item 8.	Financial Statements and Supplementary Data.	28
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	51
Item 9A.	Controls and Procedures.	51
Item 9B.	Other Information.	52
PART III
Item 10.	Directors, Executive Officers and Corporate Governance.	52
Item 11.	Executive Compensation.	53
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	54
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	54
Item 14.	Principal Accountant Fees and Services.	54
PART IV
Item 15.	Exhibits and Financial Statement Schedules.	54
Signatures		56
Exhibit Index		57

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PART I

ITEM 1.             BUSINESS.

As used in this registration statement, “Shoshone Mining,” “Shoshone,” “our Company,” “the Company,” “we,” and “our” refer to Shoshone Silver/Gold Mining Company.

Overview

Shoshone Silver/Gold Mining Company is an Idaho corporation founded as Sunrise Mining Company on August 4, 1969. We subsequently changed our name to Shoshone Silver Mining Company on January 22. 1970.  Shoshone was formed to explore, develop and produce precious metals with a focus on Northern Idaho and Canada.  In the late 1990’s, we were unable to productively utilize our Lakeview (Idaho) property and we elected to expand our exploration activities throughout Idaho and also increasingly in other western states and Mexico.

We are an exploration stage company, and our activities have been limited to exploring and acquiring rights to explore, hold, acquire, lease and trade properties which we believe are prospective for silver, gold, platinum group and base metals along with uranium. We have identified and commenced prospecting efforts in several areas in Idaho, Montana and Arizona. There can be no assurance that any of our properties contain a commercially viable ore body or reserves. None of our properties are in production.

We have also identified new areas of and plans for exploration which are described more fully in the Item 7 section of this Annual Report under the caption “Plan of Operation”.

We reported revenues in the year ended September 30, 2012 (“fiscal 2012”) from the sale of an option to lease our millsite in the Lakeview District of Bonner County, Idaho. The limited revenues we reported in the year ended September 30, 2011 (“fiscal 2011”) are from the processing of previously stockpiled mineralized material.

EXPLORATION PROPERTIES HELD

			Claims
Project	Location	Acres	Patented	Unpatented
Idaho Lakeview District	Bonner County, Idaho
Idaho Lakeview, Keep Cool, Weber		783	15	24
Millsite		13	1	-
Drumheller		111	6	-
Auxer		40	-	2
Talache		40	-	2
Subtotal		987	22	28
Silver Valley	Shoshone County, Idaho
Shoshone		96	5	-
Campbell Midvale			10	-
Subtotal		96	15	-
Northern Idaho
Silver Strand	Kootenai County, Idaho	300	-	15
Regal	Boundary County, Idaho	80	-	4
Subtotal		380	-	19
Central Idaho	Idaho County, Idaho
Rescue		1,720	-	84
Kimberly		480	-	24
New Claims – 2011		400	-	12
Subtotal		2,600	-	120

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Montana	Montana
Stillwater Extension Claims	Stillwater County	200	-	10
Princeton Gulch Group	Granite County	120	-	6
Subtotal		320	-	16
Arizona Gold	Arizona
Western Gold	Mohave County	240	-	13
Gold Road	Mohave County	320	-	16
Cerro Colorado	Pima County	60	-	3
Subtotal		620	-	32
Utah
Imperial	Beaver County, Utah	1,100	-	55
Subtotal		1,100	-	55
Washington	Washington
Shaft Claims	Chelan County	380	-	19
Mexico Properties	Mexico
Other Mexican Properties	State of Sonora, Mexico	N/A	N/A	N/A

Idaho Lakeview District Holdings

Shoshone holds a group of patented and unpatented properties located in Bonner County near the Shoshone milling facility commonly referred to as the Idaho Lakeview District Properties.  This group includes the Idaho Lakeview, Millsite, Weber, Keep Cool, Drumheller, Auxer and Talache properties.

Idaho Lakeview, Keep Cool, Weber and Drumheller

The Idaho Lakeview, Weber, Keep Cool and Drumheller groups are located contiguously around an area of Bonner County near our Idaho Lakeview Mill.

Location and Access:

Near the town of Athol, Idaho on U.S. Highway 95 is the intersection with Bunco Road, which becomes U.S. Forest Service Road #332.  Bunco Road traverses the Lakeview Mining District 118-22 miles from the highway.  Many secondary roads lead from Bunco Road to the mines and prospects of the District.  Commercial electricity is available on the properties and water is supplied via wells and through water rights to a nearby creek.

A map of the Idaho Lakeview, Keep Cool and Weber properties is contained in Exhibit 99.1 which was filed as an exhibit to our Annual Report on Form 10-KSB/A filed with the Commission on December 3, 2007, File No.000-31184.

Land Status:

The Idaho Lakeview and Keep Cool Groups comprise 9 patented and 14 unpatented lode mining claims.  The Weber Group is comprised of 6 patented and 10 unpatented lode mining claims. The Idaho Lakeview Millsite consists of a mill and water treatment facility on 12.5 patented acres.

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In order to retain title to the Idaho Lakeview, Weber and Keep Cool, we pay annually assessed property taxes to Bonner County, Idaho on the 15 patented claims within the group and annual Bureau of Land Management maintenance fees totaling $3,360 ($140 per claim, for the 24 unpatented claims).

During fiscal 2011, we issued 100,000 shares of our common stock valued at $10,000 in exchange for three acres contiguous with our Lakeview mining properties.

Geology:

These properties lie within the Lakeview Mining District, which is predominantly underlain by Precambrian metasedimentary rocks of the Belt Super-group represented by the Wallace Formation. The Wallace formation consists of black or grey, very thinly laminated argillites and siltites containing interbedded blue-grey dolomite or limestone horizons. Total thickness of the Wallace formation is in excess of 5,000 ft.

The property currently is without known reserves.

Exploration History:

Initial discoveries of mineralization in the Lakeview District were made in 1888 near the site of the Weber Mine. Additional discoveries were made throughout the Pend Oreille Lake region and the Lakeview District was at that time included in the Pend Oreille Mining district, and early production records are unknown.

In 1924, the Venezuela Group of claims was taken over by the Hewer Mining Company and became what is now known as the Lakeview Mine. An internal shaft was eventually sunk to the 1,400 ft level and between 1923 and 1943 the Lakeview mine produced 24,500 tons of ore.

In 1962, Sunshine Mining Company signed an agreement with Idaho Lakeview Mines, the successor to Hewer Mining Company, and acquired a 50% interest in the Keep Cool and Idaho Lakeview mines. The combined properties became the Lakeview Consolidated Silver Mines, Inc.

Sunshine, in order to maintain its interest, conducted assessment work on the properties, including surface excavations, drill holes and underground work.

In 1978, a bulldozer trenching discovered another surface zone of mineralization 2,000 ft northeast of the Weber Pit. It exposed a vein 10-12 ft wide and 135 ft long. This vein was mined during the early 1980’s.

In 1987, we rehabilitated the Keep Cool Mine, and drove 200 ft of new workings towards a vein drilled by Sunshine Mining Company in 1970.

A limited amount of material was removed from the Weber Pit in the late 1970’s and early 1980’s. Exact quantities are unknown. While we conducted exploration drilling from the surface in 2008, we have not incurred exploration expenditures in this area since then.

Development Activities:

In 2008, we completed the refurbishment of the Lakeview Mill.  This refurbishment included repairs and updates to the existing equipment and electrical infrastructure and installation of a new water management system.  The mill has since been processing previously mined and stockpiled mineralized material.  Concentrates from milling activities are being stored at the mill facility.  During 2010, we entered into an agreement to sell silver concentrate produced at our Lakeview property to a smelter for refining.

Through fiscal 2011, we have generated revenues of $67,996 from the sale of concentrate to the smelter.  In fiscal 2012, we received $550,000 in option revenues from an Australian mining company interested in leasing the Lakeview millsite.  This is more fully discussed in the Plan of Operations section of Item 7.

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Impairment:

During 2006, we paid fees to make improvements to the land to be more accessible as well as usable.  The total amount of $68,472 was capitalized.

We believe that, when compared to the market value of the property, the deferred costs of $344,690 have not suffered impairment. Accordingly, at September 30, 2012, we did not consider a write-down to the carrying cost necessary.

Drumheller Group

We own 6 patented claims consisting of 111 acres which are adjoining and lying south of the Idaho Lakeview claims on an extension of the Hewer vein.  We issued 109,141 shares of our common stock to acquire these claims in February 1984.

During 2006, we sold the Drumheller Group of claims to an unrelated party in exchange for cash of $30,000 and a promissory note for $120,000.  During 2009, due to non-payment of the note receivable, we received a quitclaim deed releasing the property that was the collateral of the note receivable.  We determined the fair value of the reclaimed property to be $131,553 which is included in our financial statements as mineral and mining properties.

Auxer Group

The Auxer Mine is a formerly producing precious metal mine located in Bonner County, Idaho, located about 3.5 miles northeast of East Hope, Idaho and about 10 miles north of Clark Fork, Idaho.  The property can be accessed by five miles of gravel roads leading north from East Hope along Strong Creek.  The current electrical and water supplies to the land are unknown.

Land Status:

The area covered by the Auxer claims is under Bureau of Land Management (BLM) jurisdiction.  The Auxer property consists of 2 contiguous unpatented mining claims covering 40 acres.  Title to the property is maintained by annual payment of BLM maintenance fees of $280.  We have not made improvements to the property.

A map showing the Auxer Property may be found in Exhibit 99.3 which was filed as an exhibit to our Annual Report on Form 10-KSB/A filed with the Commission on December 3, 2007, File No.000-31184.

Geology:

The Auxer Mines area is located on the north slope of the Auxer Basin, a glacial cirque, at elevations that range from 5,200 to 6,000 feet above sea-level.  Vegetation consists of dense stands of conifers, with areas of talus cover on the northwesterly portions of the claim area.  Soil depth on the property ranges from bedrock exposure to roughly ten inches deep.

Argillaceous quartzites of the Pre-Cambrian Belt Series intruded by granodiorite underlie the claims.  The Prichard formation is exposed in talus material along the northwesterly boundary of the claims.

There are two main gold bearing quartz veins, the Boston and Chicago Veins.  The Boston Vein can be traced for several thousand feet on the surface.  It is a 14-15 foot wide shear zone at the surface, but widens to 25 feet at a depth of 200 feet.  The quartz vein contains gold, associated with the pyrite.

The Chicago Vein is located 500 feet south of the Boston Shaft and occurs within a shear zone parallel to the Boston Vein.  The vein is of the same character as the Boston Vein, but has not been explored on the surface.  A 40 inch wide channel sample was taken on the surface by John Plats in 1936, assaying 0.60 oz/t gold.

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The property is currently without known reserves.

Exploration History:

E.U. Philbrick staked the main Auxer claims in 1905.  In 1925, Auxer Gold Mines was organized, and by 1933 most of the Auxer claims were deeded to Auxer Gold Mines.

In 1968, Auxer Gold Mines was purchased by Spokane National Mines, Inc.  In 1972, the property was sold to Idora Silver Mines, Inc. and later relinquished its interest.  Ashington Mining Company staked two claims in 1999.

In September 2003, we acquired the property from Ashington Mining Company for $7,500.

Impairment:

We believe that, when compared to the market value of the property, the deferred costs of $7,500 have not suffered impairment. Accordingly, at September 30, 2012, we did not consider a write-down to the carrying cost necessary.

Talache Group

The Talache silver-gold property is located in Bonner County, approximately 1 mile northwest of Talache Landing and 12 miles southeast of Sandpoint, via U.S. Highway 95 and Mirror Lake Road.  The current status of electric and water supply to the property is unknown.

A map showing the Talache Group may be found in Exhibit 99.4 which was filed as an exhibit to our Annual Report on Form 10-KSB/A filed with the Commission on December 3, 2007, File No.000-31184.

Land Status:

The property consists of 2 unpatented mining claims covering 40 acres of Bureau of Land Management (BLM) land.  Title to the property is maintained by annual payment of BLM maintenance fees of $280. We have not improved the property.

Geology:

Steep slopes that are heavily timbered characterize the topography of the area.  Altitudes vary from 2,060 feet on the shore of Pend Oreille Lake to more than 4,100 feet in the northwestern portion of the property.  The property is dominated by coniferous forest, with large areas of open meadow grassland in areas where soil cover is too thin to support conifer trees.

The rocks exposed in the vicinity of the property consist of argillites, silites, and quartizes of the Precambrian Belt Super-group.  In the vicinity of the Talache Group property, the rocks display an overall tendency to become less calcareous and more clastic with depth.  The property is situated on the west limb of a syncline whose axis strikes nearly due north.  Two prominent fracture directions are observed within the property boundaries.  These include a set that strikes nearly north-south and dips from 80 degrees west to 45 degrees east and a set which strikes approximately east-west and dips from 45 degrees south to 45 degrees north.  Most of the prominent mineralization in the area follows north-striking fractures.

Mineralization of economic significance occurs as veins contained in numerous faults and shear zones within the area.  The veins occur as lenses and pipes that shoot within the faults and vary considerably in size, grade, and continuity.  They improve in width and grade where they are cut and offset by east-west striking cross faults.

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Exploration History:

The first claims were staked in the area in the early 1890’s.  In 1922, the Talache Mine was developed and production was initiated and continued until late 1926.  Although no accurate record exists of total production, it has been estimated that the Talache Mine produced approximately two million ounces of silver and some gold, lead, and copper.  Zinc, although present, was not recovered.  The operation may have ceased due to the decreasing silver price and the fact that the mineralized zone was found to extend off of the Talache property along strike.

In 1964, the Silver Butte Mining Co. was formed to explore the Talache area, and approximately 2,300 feet of drifting and cross-cutting and 2,400 feet of diamond drilling were carried out approximately 1 mile to the north of the current Talache Group Claims.

In 1969, Silver Butte and Imperial Silver leased the property to Cominco American, Inc.  Cominco held the properties through 1971 and completed approximately 5,000 feet of diamond drilling.  Subsequently, all claims were dropped.

In 1999, two claims covering 40 acres were staked for Ashington Mining Corporation. In 2003, we acquired the property from Ashington for $22,500.

The property is currently without known reserves.

Impairment:

We believe that, when compared to the market value of the property, the deferred costs of $22,500 have not suffered impairment. Accordingly, at September 30, 2012, we did not consider a write-down to the carrying cost necessary.

Silver Valley Holdings

Shoshone Group

We have a group of patented lode claims commonly referred to as the Shoshone Group located contiguously around an area within the St. Joe Mining District in Shoshone County, Idaho.

A map showing the Shoshone Group may be found in Exhibit 99.2 which was filed as an exhibit to our Annual Report on Form 10-KSB/A filed with the Commission on December 3, 2007, File No.000-31184.

Land Status:

The Shoshone Group consists of 5 patented lode claims totaling 96 acres in the St. Joe Mining District.  Title to the property is maintained by payment of annually assessed property taxes to Shoshone County, Idaho.

During 2011, we paid $61 in property taxes on this property.We have not made improvements to the property.

Geology:

The rocks in the claim group belong to the Precambrian lower Wallace formation, consisting of light-grey dolomitic quartzite inter-bedded with greenish-grey argillites. Ripple marks and mud cracks are visible on bedding surfaces. The rocks are intruded by Tertiary aged diabase dikes.

The claim group is located within a fault block bounded by the Osburn Fault to the north and the Placer Creek Fault to the south, and covers three vein structures known as the Champion, Helena and Link Veins.

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The Champion Vein extends from the Springfield Mine to the Bullion Mine six miles to the east, passing through both the Shoshone and Bullion properties.

Exploration History:

The Shoshone Group is located in the St. Joe Mining District of eastern Shoshone County, along the Montana border.  This property covers several prospect pits and other historic mine workings.

The Shoshone Group was the subject of considerable interest and speculation in the early 1980’s as Anaconda Minerals drilled the property.  Surface outcrop, including a vein structure 7,000 feet long and up to 80 feet wide, along with “enormous geological anomalies” shown in soil and vegetation sampling by the USGS, led geologists to believe that substantial silver mineralization might be found at depth.

Anaconda drilled four exploratory holes near the property boundary shared with Stevens Peak Mining, in an effort to locate a site for deeper drilling.  One of the holes was sufficiently encouraging to justify its continuation and was planned to extend to depths reaching 6,000 feet, targeting the Champion Vein, deep in the Revett formation.  However, the planned hole was collared at just over 3,000 feet and although core samples confirmed earlier projections about geology and structure at depth, the program was never completed.

Bear Creek Mining Company leased the Shoshone Group in 1981.  Since then, we have conducted limited surface geological and geo-chemical surveying of the Shoshone Group claims.

The property is currently without known reserves.

Impairment:

The deferred costs of this property totaled $17,500, which was written-off in prior years as an exploration expense.

Campbell Midvale Property

During fiscal 2012, the Company agreed to issue 666,667 shares of its common stock to acquire three patented mining claims (“the Scheller claims”) in Shoshone County, Idaho.  After receiving the Scheller claims, the Company traded them in the fourth quarter of fiscal 2012 together with its Bullion Group claims in exchange for ten patented surface only claims, now known as the Campbell Midvale Claims, located in the Coeur d’Alene Mining District of Shoshone County.

Shoshone’s board of directors concluded that the Midvale Property offered good value to Shoshone due to its being contiguous to the Star-Morning mine, which is currently being rehabilitated by Hecla Mining Company (“Hecla”). The Star-Morning mine was the second largest tonnage producing mine in the Coeur d’Alene Mining District, reporting historical production of 71.6 million ounces of silver, 1.7 million tons of lead, and 1.6 million tons of zinc (25.9 million tons with recovered grades of 2.7 ounces per ton silver, 6.6% lead, 6.3% zinc.)  Hecla has reported that the Star mining complex, which ceased production in the 1980’s, has a number of remnant resource blocks that may be expanded thereby creating a revived mining center.

The Campbell Midvale Property is without known reserves and its exploration history is not fully known.

Northern Idaho Holdings

We have two holdings in northern Idaho: the Silver Strand Mine and the Regal Mine.

Silver Strand Property

During the first quarter of fiscal 2012, the Company purchased the Silver Strand Mine from an unrelated party for $121,000 in cash and agreed to pay a 20% net profits royalty interest on production from the property.  The royalty interest was valued at $880,000.

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The Silver Strand mine is an underground mine located in northern Kootenai County, about 20 kilometers east-northeast of Coeur d’Alene.  It is situated on Lone Cabin Creek, a tributary of Burnt Cabin Creek and of the Little North Fork Coeur d’Alene River.  Primary access is from Coeur d’Alene via paved and dirt roads from Fernan Lake to Lone Cabin Creek.

The property consists of 15 unpatented lode on public lands administered by the U.S. Forest Service. The cost of the property is included in our consolidated financial statements as mineral and mining properties.

Exploration History:

The Silver Strand deposit was discovered during nearby logging activity during the 1960’s and mined during the 1970’s and 1980’s for siliceous smelter flux.  Production was 13,752 tons grading 0.093 ounces per ton gold (3.19 gpt), 9.6 ounces per ton silver (329 gpt) and 87.1% silica.  The mining operation was shut down when the ASARCO Tacoma smelter closed in the early 1980’s.  Previous owner/operators include Silver Strand Mining Company, Silver Trend Mining Company, Trend Mining Company, and New Jersey Mining Company.

Geology:

The upper part of the Revett Formation outcrops at the mine.  The upper Revett member contains alternating sequences of quartzite and siltite-argillite.  Beds dip shallowly to moderately to the north.  Alfred L. Anderson of the Idaho Bureau of Mines and Geology mapped the geology and discussed the mineral resources of Kootenai in 1940 (Pamphlet 53).  There are no large intrusive rock bodies near the Silver Strand mine except for a diabase dike which has intruded the Silver Strand mineralized zone.  The Burnt Cabin fault is the major geologic structure near the Silver Strand mine.

The Silver Strand orebody consists of a nearly-vertical, silicified (quartz) replacement zone which cuts the flat to moderately dipping Revett beds.  The zone is not a fissure-filling vein.  The boundaries and shape of the silicified zone were determined to some extent by a 1997 diamond drilling program completed by a previous operator.  The sulfide ore mined to date appears to be enclosed within the quartz zone.  The ore is black and very fine-grained.  Sulfide minerals are not easy to identify because of the fine grained texture.  Minerals observed by microscopic study during metallurgical tests include: pyrite; tetrahedrite; tennantite; sphalerite; arsenopyrite and stibnite.

The property is without known reserves and its exploration history is not fully known.

Regal Mine

The Regal Mine is a formerly producing base and precious metal mine located in the Moyie-Yaak Mining District, Boundary County, Idaho. The Regal Mine property is located 10 miles north of Bonners Ferry, Idaho.

A map showing the Regal Mine may be found in Exhibit 99.5 which was filed as an exhibit to our Annual Report on Form 10-KSB/A filed with the Commission on December 3, 2007, File No.000-31184.

Land Status:

The Regal property consists of 4 contiguous unpatented mining claims that cover 80 acres of BLM property in the Moyie-Yaak Mining District, Boundary County, Idaho.  Title to the property is maintained by annual payment of BLM maintenance fees of $560.  We have made no improvements to the property, and the state of historic underground workings is unknown.

Geology:

The Regal Mine is located on the west slope of Wall Mountain (elevation 5,160 feet).  The topography is mountainous with steep sided valleys.  Elevations within the property range from 3,500 to 4,400 feet above sea-level.

The property is largely covered by coniferous forest, with large areas of meadow grassland.  Soil depth on the property ranges from bedrock exposure to roughly ten inches deep.

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The Regal property is underlain by the Pre-Cambrian Belt Group, which is intruded by a series of dioritic sills.  Both the sills and the Belt rocks have been folded and faulted and subsequently intruded by granites of the Nelson Batholith of British Columbia.  The Regal gold-silver-lead-zinc veins are exposed in granite rocks of the Nelson Batholith, which is locally fractured by regional structures.

There are two parallel N 60-70 degrees E striking veins on the Regal property, the North Vein and the South Vein.  Both veins dip between 50-60 degrees southeasterly.  Vein minerals are galena, sphalerite, pyrite, arsenopyrite, siderite and quartz.  The gold mineralization appears to be associated with pyrite and arsenopyrite.  The mineralization resembles lead-zinc-siderite veins of the Coeur d’Alene Mining District; the main difference is that the Regal Mine veins also contain considerable arsenopyrite with important gold values introduced during the later stages of mineralization.  The Regal Mine is developed on 3 main levels connected by a vertical shaft.  The upper most levels (No. 1 and No. 2) are accessible from the surface.  Total development exceeds 3,800 feet.  There is no indication of mining below the lowermost (No. 3) level.  However, old mine maps indicate that both the north and south mineral zones continue to depth.

The property is currently without known reserves.

Exploration History:

The Regal Mine was known as the Commercial Mine until 1935 when it was leased to Silver Crescent Mining Company.  Silver Crescent performed exploration and development work on the property through 1945, including construction of a 100 ton per day flotation mill that was subsequently sold in 1948.

In 1968, an unknown amount of ore was sent to the Bunker Hill Smelter.  The assay results indicated 0.47 oz/t gold, 15.51 oz/t silver, 32.5% lead, 29.8% zinc, and 0.42% copper.

In 1971, Silver Dollar Mining Company submitted a 39.8 - ton (wet weight) shipment to the East Helena Smelter, Montana.  The concentrate sample assayed 0.41 oz/t gold, 4.8 oz/t silver, 6.6% lead, and 6.7% zinc.  The property has been largely inactive since that time except for a widening of the Number 2 adit level and re-timbering of the portal in the early 1990’s.

We acquired the claims in 2003 for $15,000.

Impairment:

We believe that when compared to the market value of the property, the deferred costs of $15,000 have not suffered impairment. Accordingly, at September 30, 2012, we did not consider a write-down to the carrying cost necessary.

Central Idaho Holdings

Warren District

Rescue Gold Mine

Location and Access:

On the north side of Payette Lake is a paved road which extends into the Payette National Forest for a distance of 28 miles and culminates with a U.S. Forest Service sign with directions to Burgdorf and also to Warren, another 17 miles away by gravel road.

A map of the Rescue Gold Mine located in Idaho County, Idaho is contained in Exhibit 99.14 which was filed as an exhibit to our Annual Report on Form 10-K filed with the Commission on January 10, 2010, File No.000-31184.

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Land Status:

We hold 82 unpatented mining claims and 2 unpatented mill-site claims covering 1,720 acres in central Idaho in Idaho County. Title to the property is maintained by annual payment of BLM maintenance fees of $11,760. There is a 120 ton per day mill complete with a Knelson Gold Concentrator on the mill-site claims.  There is a 43-101 Report which was completed in 2008.

Impairment:

We believe that the property has sustained some diminution in value.  Accordingly, the original cost of $757,531 was reduced by an impairment charge of $300,000. At September 30, 2012, we did not consider a further reduction to the recorded cost of $457,531 necessary.

New Claims

In the fourth quarter of fiscal 2011, the Company staked an additional 12 unpatented claims adjacent to its Rescue Gold Mine holdings in Idaho County, Idaho.  Title to the property is maintained by annual payment of BLM maintenance fees of $1,680.

The property is currently without known reserves and its exploration history is not known.  We have made no improvements to the property, which is recorded by the Company at no cost on its books.

Marshall Mountain District

Kimberly Gold Mine

The Kimberly Gold Mine is accessed by following the directions to reach the Rescue Gold Mine and traveling to Burgdorf instead of Warren.  Approximately five miles past Burgdorf is a U.S. F.S. sign with directions to the Kimberly Gold Mine.

A map of the Kimberly Gold Mine is contained in Exhibit 99.14 which was filed as an exhibit to our Annual Report on Form 10-KSB filed with the Commission on January 10, 2010, File No.000-31184.

Land Status:

We hold 24 unpatented mining claims covering 480 acres in central Idaho.  The mine consists of 10 separate tunnels which explore 8,798 feet of previously producing workings.  Title to the property is maintained by annual payment of BLM maintenance fees of $3,360. There is a 43-101 Report which was completed in 2008.

Geology:

The gold bearing quartz veins in the mine area are hosted in a large monzonite intrusive known as the Idaho Batholith.  The quartz monzonite is typically medium grained and light grey with quartz, feldspar and biotite as the predonimnate minerals.

Exploration History:

Gold mineralization was discovered on the Kimberly property in 1900 by George Conners and W.A. Scott.  In 1940 a 50 ton per day mill was constructed.  The mines produced until 1941 when the War Production Board Limitation Order L-208 closed the mine.  Between 1955 and 1958 the mill was expanded to 100 tons per day.  By 1964 there were 8,798 feet of underground workings on the property.  Limited surface and underground diamond drilling has been conducted in recent years.

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Impairment:

We believe that the property has sustained some diminution in value.  Accordingly, the original cost of $927,595 was reduced by an impairment charge of $400,000.  At September 30, 2012, we did not consider a further reduction to the carrying cost of $527,595 necessary.

Imperial Mine Property

The Company’s Imperial Mine Property (hereinafter “the Mine” or “the Property”) consists of a 50% interest in the past producing Imperial Mine (seven patented mining claims) and a 100% interest in 55 unpatented mining claims adjacent to the Mine.  The Property, which is located in the San Francisco Mining District in Beaver County, Utah, was purchased on November 1, 2012 by the registrant’s issuance of $558,000 of its common stock.

Location and Access

The Property comprises approximately 1,100 acres, has an elevation of 6,847 feet, and is located in the San Francisco Mountains of Beaver County.  The Property is located approximately 16.8 miles from Milford, Utah.  It can be accessed by driving 14.7 miles west from Milford on UT-21, turning right and driving on a dirt road for 0.7 miles, and turning right and driving on another dirt road for 1.5 miles.

The Property lies approximately 2 miles to the north of the famous Horn Silver Mine.

Federal regulations require a yearly maintenance fee to keep the 55 unpatented claims in good standing.  In accordance with federal regulations, the Imperial Mine Property is in good standing to September 1, 2013.  A yearly maintenance fee of $7,700 is required to be paid to the Bureau of Land Management prior to the expiration date to keep the claims in good standing for an additional year.

History

There is no written history of previous operations of the Imperial Mine Property.  Names of previous operators of the Mine are not known.  The Mine is located in the famous San Francisco Mining District of Beaver County.

The San Francisco Mining District includes approximately the southern half of the San Francisco Mountains in Beaver County, west of Milford, Utah.  Lead, silver, copper and other minerals were discovered about 1870, and the District was organized in 1871.  Most production in the District took place prior to 1920, and since that time only a few metal mines have produced ore, mostly in small quantities.

The District is notable for containing one of the most famous mines of the Old West, the Horn Silver Mine, which is a neighbor to the Imperial Mine and was discovered in 1875.

Regional Geology

The San Francisco Mountains, which run in a north-south direction, have a maximum altitude of 9,725 feet.  They are bordered on the west by the Wah Wah Valley, whose floor is at an altitude of about 5,000 feet, and on the east by a broad plain, which slopes from an altitude of 6,500 feet at the old town of Frisco to one of about 5,000 feet in Milford Valley, 14 miles to the east.

The rocks of the area consist of sedimentary formations, lava flows, and intrusives.  The main mineralized areas in the San Francisco Range are associated with stocks of granodiorite porphyry and quartz monzonite and with dikes attendant upon these stocks.  The quartz monzonite is much more widely distributed than the granodiorite porphyry. One large body of the rock occupies an area of about six and one quarter square miles in the San Francisco Range, northwest of Frisco.

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Property Geology and Mineralization

The registrant has not completed any work on the Property, the principal man-made feature of which is an underground mine.  Past production from the Imperial Mine was developed through a 1,200 foot adit, with several crosscuts, raises and winzes in a replacement or skarn type copper-silver gold ore body hosted in a limestone bed along a quartz monzonite contact.  The age of the physical mine structure and subsurface improvements is not known.  There is no physical equipment associated with the Mine.

According to a 1973 report by G.E. McKelvey, “Imperial Mine mineralization is located at the contact of the southern edge of the Cactus Quartz Monzonite stock of the San Francisco Mountains and a structurally complex sequence of Paleozoic sedimentary rocks.”

The registrant is currently evaluating the best approach to proceeding with the exploration of the Property.  The registrant has not completed any exploratory work on the Property and has not yet developed an exploration program for the Property. At present, there are no proven reserves and there are no reserve estimates of in-place material or of recoverable material.

Montana Holdings

We have two property groups in Montana:  the Stillwater Extension Claims and the Princeton Gulch Group.

Stillwater Extension Claims

The Stillwater Extension property consists of 10 unpatented lode claims covering 200 acres of the Stillwater Complex of south central Montana.  The Stillwater Complex is a mafic-ultramafic layered intrusive that includes the 28-mile long J-M Reef, which hosts Platinum Group Metals (PGM).

A map showing the Stillwater Extension Claims may be found in Exhibit 99.6 which was filed as an exhibit to our Annual Report on Form 10-KSB/A filed with the Commission on December 3, 2007, File No.000-31184.

Land Status:

In 2003, we purchased the Stillwater Claims for $15,000.  The claims are maintained by annual payment of BLM maintenance fees of $1,400. We have made no improvements to the property.  Power and water status are unknown.

Geology:

The Stillwater Extension Claims are located within the Stillwater mafic-ultramafic layered intrusive complex.  The uniquely PGM-enriched J-M Reef and its characteristic host rock package represent one such layer in the sequence.  The PGM in the J-M Reef consist primarily of palladium, platinum and a minor amount of rhodium.  The reef also contains approximately 3 percent iron, copper and nickel sulfides, plus trace amounts of gold and silver.

The property currently is without known reserves,

Exploration History:

The Johns Manville Corporation discovered palladium and platinum along the J-M Reef of the Stillwater Complex in the early 1970’s.  In 1979, a Manville subsidiary partnered with Chevron to develop the property.  Underground operations at the Stillwater Mine commenced in 1986.

Impairment:    The deferred costs of $15,000 were included in exploration expenses in a prior year.

Princeton Gulch Group

We control unpatented claims that cover and surround the Princeton Gulch placer in Granite County in south central Montana. The Princeton Gulch claims are located in 7 miles northeast of the town of Maxville, Montana.

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A map showing the Princeton Gulch Group may be found in Exhibit 99.10 which was filed as an exhibit to our Annual Report on Form 10-KSB/A filed with the Commission on December 3, 2007, File No.000-31184.

This claim group consists of 4 unpatented placer claims covering 80 acres and 2 unpatented load claims covering 40 acres, for a total of 120 acres.  The claims are maintained by annual payment of BLM maintenance fees of $840.

Geology:

This claim group lies in mountainous terrain on the east slope of the Deerlodge Range. The country rocks are folded and faulted marbles, phyllites and quartzites of Jurassic/Cretaceous age. The Royal stock outcrops less than 1 mile east of this claim group. The metamorphism is a result of the emplacement of the Royal stock and other nearby stocks and batholiths.

The claims host placer deposits within 18” of bedrock along the floor of the gulch. The load claims could potentially host fissure veins found and exploited on adjacent claims and properties; however, there are no reports of veining on this property.

The property is currently without known reserves.

Exploration History:

The claims have been worked sporadically by small scale owner/operators for a number of years. The claims have only been placer mined in the valley bottom. No additional exploration work has been done. The Princeton Mining District has had several past producers, both lode and placer in the late 1800’s and first half of the 1900’s.

Impairment:

The acquisition costs of $13,000 were recorded as exploration expenses in a prior year.

Arizona Gold Holdings

We hold two claim groups in the Oatman Mining District:  the Western Gold and Gold Road Claims along with the Cerro Colorado Group in Pima County, AZ.

Western Gold Claims

The Western Gold property consists of 13 unpatented lode claims covering 240 acres within the Oatman Mining District of Mohave County, Arizona.

A map showing the Western Gold Claims may be found in Exhibit 99.8 which was filed as an exhibit to our Annual Report on Form 10-KSB/A filed with the Commission on December 3, 2007, File No.000-31184.

Land Status:

The Oatman District lies on the western flank of the Black Mountains, a fault-bounded tertiary volcanic series.  In 2003, we acquired the Western Gold Claims for $15,000.  The claims are maintained by annual payment of BLM maintenance fees of $1,820.We have made no improvements to the property.  Power and water sources are unknown.

Geology:

Gold deposition appears to be a late feature associated with the Moss porphyry intrusion.  The gold bearing ore bodies of the Oatman District are located along northwest trending veins and faults.  The main mineralized structures within the property are the United and Middle veins.  These veins were mined at the United Western and United Eastern Mines.

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Electrum is the predominant ore mineral.  Gangue minerals include quartz, calcite, adularia, minor fluorite, and trace amounts of pyrite, marcasite, and chalcopyrite.

The property is currently without known reserves.

Exploration History:

Gold was first discovered in the Oatman District in 1863.  Between 1897 and 1942, the Oatman District produced 2.2 million ounces of gold and 800,000 ounces of silver at an average grade of 0.58 opt gold and 0.17 opt silver.

From 1979 to 1982, Hecla Mining Company and Canadian Natural Resources conducted exploration.  Extensive geological mapping and diamond drilling was conducted on the Tom Reed Vein System before the project was terminated in 1982.

Impairment:

The deferred costs of $15,000 were included in exploration expenses in a prior year.

Gold Road Claims

The Arizona property consists of 16 unpatented lode claims located in Mohave County, Arizona covering 320 acres of the Oatman mining district of northwest Arizona.

A map showing the Western Gold Claims may be found in Exhibit 99.8 which was filed as an exhibit to our Annual Report on Form 10-KSB/A filed with the Commission on December 3, 2007, File No.000-31184.

Land Status:

In 2003, we acquired the Arizona Claims for $1,500.  The claims are maintained by annual payment of BLM maintenance fees of $2,240. We have not improved the property.  Power and water sources are unknown.

Geology:

The KO group follows the easterly trend of the Mallory Fault line and covers the down dip extension of the Kokomo vein.  The TS group follows the southeasterly extension of the Gold Ore Vein.

The property is currently without known reserves.

Impairment:

The deferred costs of $1,500 were included in exploration expenses in a prior year.

Cerro Colorado Group

We control 3 unpatented claims covering 60 acres in the Cerro Colorado Mining District, 35 miles southwest of Tucson, Arizona.

A map of the property may be found in Exhibit 99.11 which was filed as an exhibit to our Annual Report on Form 10-KSB/A filed with the Commission on December 3, 2007, File No.000-31184.

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Land Status:

The claim group is located in the Cerro Colorado mining district in the Cerro Colorado Mountains of Southwest Arizona.  The claims are maintained by annual payment of BLM maintenance fees of $420.  We have not improved the property.  Power and water sources are unknown.

Geology:

Mineralization in the district is epithermal quartz-fissure veins with minor base metal sulfides and mercury-bearing tetrahedrite. Silver and gold enrichment occur in oxidized zones. Host rocks are a complex of Cretaceous quartz latite and andesite porphyry flows and tuff with some interbedded sedimentary beds, invaded by Laramide andesite porphyry and rhyolite and dioritic plug and dikes.

The property is currently without known reserves.

Exploration History:

The Cerro Colorado Mining District is one of the oldest producing areas in Arizona with scattered small, and relatively shallow, mines and prospects active intermittently from at least the 1770’s to about 1950.  Total estimated and recorded production has been some 4,500 tons of ore containing approximately 376,000 ounces silver, 460 ounces gold and small amounts of copper and lead.

Impairment:

The deferred costs of $1,500 were included in exploration expenses in a prior year.

Washington Holdings

We control 19 unpatented mining claims covering 380 acres in the heart of the Wenatchee Gold Belt located in central Washington.

Shaft Claims

A map showing the Shaft Claims is contained in Exhibit 99.15 which was filed as an exhibit to our Annual Report on Form 10-KSB filed with the Commission on January 10, 2010, File No.000-31184.

Land Status:

Title to the property is maintained by annual payment of BLM maintenance fees of $2,660.  The claims are located within the heart of the Wenatchee Gold Belt.  We have not improved the property.  Power and water sources are unknown.

The property is currently without known reserves.

Mexico Properties

Mexican Exploration Properties

We have an interest in several Mexican exploration projects which we do not currently consider to be material.

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La Vibora

La Vibora is a gold-silver prospect in which Shoshone acquired a 25% interest in the property in the year 2000. No exploration has been conducted on the property since our acquisition. The property is located approximately 22 miles south of the city of Esquida in the State of Sonora.  We have made no improvements to the property.

Geology:

The project area is underlain by granodiorites and quartz monzonites of upper Cretaceous age.  Mineralization is associated with the granites.

The property covers three sub-parallel veins that have an apparent length of approximately 1,000 ft.  The veins are fracture-filling, dipping approximately 70 degrees to the SW and are characterized by the presence of sulfides (dominantly pyrite) that have been locally oxidized.  Gangue is dominated by quartz and calcite.

Sampling conducted in 1994 reported a 75 foot wide bulk sample that had an average grade of 0.20 oz/t gold.  Four samples that were taken on the No. 1 vein, over a 5 foot (adjusted) width averaged 0.29 oz/t gold.

The property is currently without known reserves.

The La Morena Placer

The property is a gold silver placer deposit located adjacent to the La Vibora prospect. There has been no systematic exploration of the La Morena Placer. Shoshone acquired a 25% interest in the property in 2000.  We have not made improvements to the property.

Exploration History:

Distal from the La Vibora property is the La Morena Placer.  This property has had limited auger and assaying returning average grades of 0.03 oz/t gold.  No resource estimate has been completed and the property is currently without known reserves.

OUR EXPLORATION PROCESS

Our exploration program is designed to acquire, explore and evaluate exploration properties in an economically efficient manner. We have not at this time identified or delineated any metals reserves on any of our properties.

Our current focus is primarily on the acquisition of additional exploration properties. Subject to our ability to raise the necessary funds, we intend to implement an exploration program that may cover some or all of our other properties at various times as we deem prudent.

We expect our exploration work on a given property to proceed generally in three phases.

The first phase is intended to determine whether a prospect warrants further exploration and involves:

· researching the available geologic literature;

· interviewing geologists, mining engineers and others familiar with the prospect sites;

· conducting geologic mapping, geophysical testing and geochemical testing;

· examining any existing workings, such as trenches, prospect pits, shafts or tunnels;

· digging 150 foot long and 10-to-20 foot wide trenches that allow for an examination of surface vein structure as well as for efficient reclamation, re-contouring and re-seeding of disturbed areas; and

· analyzing samples for minerals that are known to have occurred in the test area.

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Subject to obtaining the necessary permits in a timely manner, the first phase can typically be completed on an individual property in several months at a cost of less than $200,000. We have completed research on and examination of some of our properties, and have commenced geophysical work and sampling on some of our properties.

The second phase is intended to identify any mineral deposits of potential economic importance and would involve:

· examining underground characteristics of mineralization that were previously identified;

· conducting more detailed geologic mapping;

· conducting more advanced geochemical and geophysical surveys;

· conducting more extensive trenching; and

· conducting exploratory drilling.

Subject to obtaining the necessary permits in a timely manner, the second phase can typically be completed on an individual property in six to nine months at a cost of less than $1 million. None of our properties has reached the second phase.

The third phase is intended to precisely define depth, width, length, tonnage and value per ton of any deposit that has been identified and would involve:

· drilling to develop the mining site;

· conducting metallurgical testing; and

· obtaining other pertinent technical information required to define an ore reserve and complete a feasibility study.

Depending upon the nature of the particular deposit, the third phase on any one property could take one to five years or more and cost up to $20,000,000 or more.  None of our properties has reached the third phase.

We intend to explore and develop our properties ourselves, although our plans could change depending on the terms and availability of financing and the terms or merits of any joint venture proposals.

Additional information on our exploration plans is described in the Item 7 section captioned “Plan of Operation”.

ENVIRONMENTAL COMPLIANCE

Our primary cost of complying with applicable environmental laws during exploration is likely to arise in connection with the reclamation of drill holes and access roads. Drill holes typically can be reclaimed for nominal costs, although the BLM has promulgated new surface management regulations which may significantly increase those costs on BLM lands. Access road reclamation may cost up to $50,000 to $100,000 if road building has been done, and those costs, too, are likely to increase as the result of the new BLM regulations.  As we are currently in the exploration stage on all of our properties, reclamation costs have not yet been incurred, and cannot be reasonably estimated for each property.

EMPLOYEES

At September 30, 2012, we had one full-time employee. None of our current officers received salary or other compensation from the Company during 2012.  Only one of our directors received compensation during fiscal 2012.

GLOSSARY OF TERMS

AMPHIBOLITE: granular metamorphic rocks.

ANOMALY: a deviation from uniformity or regularity in geophysical or geochemical quantities.

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ANTICLINE: layered rock formations structurally folded into a convex structure with a core that hosts the oldest rocks.

ARCHEAN: geologic age older than 2,500,000 years.

BATHOLITH:  a large emplacement of igneous intrusive or plutonic rock that forms from cooled magma within the Earth’s crust.

BLEBS: a vesicle, blister or bubble.

BRECCIA: rock in which angular fragments are surrounded by a mass of fine-grained minerals.

CHALCOPYRITE: the main copper ore, which is widely occurring and found mainly in veins.

CIRCULATION DRILL: a rotary drill or rotary percussion drill in which the drilling fluid and cuttings return to the surface through the drill pipe, minimizing contamination.

CRETACEOUS AGE: the geologic age period dating from approximately 68 million years to 142 million years.

CROSS CUTS: a horizontal opening driven from a shaft and (or near) right angles to the strike of a vein or other ore body.

DIAMOND DRILL: a type of rotary drill in which the cutting is done by abrasion rather than by percussion. The hollow bit of the drill cuts a core of rock, which is recovered in long cylindrical sections.

DISSEMINATED: fine particles of mineral dispensed through the enclosing rock.

DEVELOPMENT: work carried out for the purpose of opening up a mineral deposit and making the actual extraction possible.

DIKES: a tabular igneous intrusion that cuts across the structures of surrounding rock.

DIP: the angle at which a vein, structure or rock bed is inclined from the horizontal as measured at right angles to the strike.

DRIFTS: a horizontal passage underground that follows along the length of a vein or mineralized rock formation.

EXPLORATION: work involved in searching for ore by geological mapping, geochemistry, geophysics, drilling and other methods.

GABBRO: Dark colored basic intrusive rocks. Intrusive equivalent of volcanic basalt.

GEOCHEMISTRY: study of variation of chemical elements in rocks or soils.

GEOPHYSICS: study of the earth by quantitative physical methods.

GNEISS: a layered or banded crystalline metamorphic rock the grains of which are aligned or elongated into a roughly parallel arrangement.

HYDROTHERMAL: pertaining to hot water, especially with respect to its action in dissolving, re-depositing, and otherwise producing mineral changes within the earth’s crust.

INTRUSION/INTRUSIVE: a volume of igneous rock that was injected, while still molten, into the earth’s crust or other rocks.

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LITHOLOGY: The character of a rock described in terms of its structure, color, mineral composition, grain size and arrangement of its component parts.

MAFIC: Pertaining to or composed dominantly of the ferromagnesian rock-forming silicates; used to describe some igneous rocks and their constituent minerals.

METAMORPHISM: The mineralogical and structural changes in solid rock that have been caused by heat and pressure at depth over time.

MINERALIZATION: the concentration of metals and their compounds in rocks, and the processes involved therein.

NORITE: a course grained igneous rock formed at great depth.

ORE: material that can be economically mined and processed.

ORE BODY: a continuous, well-defined mass of material of sufficient ore content to make extraction economically feasible.

OUTCROP: the part of a rock formation that appears at the earth’s surface, often protruding above the surrounding ground.

PYRITE: the most widespread sulfide mineral.

PYROXENITE: any group of minerals.

QUARTZITE: a sedimentary rock consisting mostly of silica sand grains that have been welded together by heat and compaction.

RECLAMATION: the restoration of a site after exploration activity or mining is completed.

SCHIST: a foliated metamorphic rock the grains of which have a roughly parallel arrangement.

SEDIMENTARY ROCKS/SEDIMENTS: rocks resulting from the consolidation of loose sediments of older rock transported from its source and deposited.

SHEAR OR SHEARING: The deformation of rocks by lateral movement along numerous parallel planes, generally resulting from pressure and producing such metamorphic structures as cleavage and schistosity.

SILLS: a near horizontal flat-bedded stratum of intrusive rock.

SKARN:  the formation resulting from the reaction of two adjacent rock types exchanging elements and fluids during regional and/or contact metamorphosis.

SULFIDE: a metallic mineral containing reduced sulphur.

STRIKE: the course or bearing of a vein or a layer of rock.

ULTRAMAFIC: said of an igneous rock composed chiefly of mafic materials.

UNPATENTED MINING CLAIM: a parcel of property located on federal lands pursuant to the U.S. General Mining Law of 1872 and the requirements of the state in which the unpatented claim is located, the paramount title of which remains with the federal government. The holder of a valid, unpatented lode mining claim is granted certain rights including the right to explore and mine such claim.

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VEIN: an epigenetic mineral filling the fault or other fracture, in tabular or sheet like form, often with associated replacement of the host rock, or a mineral deposit of this form or origin.

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 1B.          UNRESOLVED STAFF COMMENTS.

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.             PROPERTIES.

Our interests in the exploration properties we hold are described in Item 1.  New areas of exploration interest are more fully described in Note 7.

Our executive offices are located at 5968 N. Government Way #305, Coeur d’Alene, ID, 83815 and our telephone number is (843) 715-9504.   We lease our office space under a month-to-month lease for monthly rent payments of $350.

ITEM 3.             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 would not materially affect our consolidated financial position, results of operations or cash flows.

We resolved our only pending legal matter on September 30, 2012 when we entered into a release and settlement agreement with a former employee (“Beggs”).  Under the terms of the agreement, we agreed to pay Beggs a total of $220,000 payable as follows: $95,000 within seven days of closing, and $125,000 in the form of a promissory note to be paid in equal monthly installments of $11,206.10 with the first payment due in October 2012 together with interest at the rate of 12% per annum for 12 months.  The promissory note is secured by a lien on certain assets owned by us.

In consideration of the foregoing, Beggs dismissed the lawsuit he filed against Shoshone in the District Court of Kootenai County, State of Idaho, wherein Beggs alleged that we breached a 2011 employment contract with him.  The release and settlement with Beggs is contained as an exhibit in a Form 8-K filing dated October 11, 2012.

At September 30, 2012, the Beggs settlement obligation is reflected in the current liability section of the Company’s balance sheet.  This matter is also disclosed in Note 13 to the Company’s consolidated financial statements.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Our shares are traded on the OTCQB under the trading symbol SHSH.OB.   Summary trading by quarter for fiscal 2012 and 2011 are as follows:

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Fiscal Quarter		High (a)		Low (a)
2012
Fourth Quarter	$	0.11	$	0.05
Third Quarter	$	0.14	$	0.07
Second Quarter	$	0.18	$	0.12
First Quarter	$	0.20	$	0.12
2011
Fourth Quarter	$	0.20	$	0.11
Third Quarter	$	0.16	$	0.10
Second Quarter	$	0.20	$	0.13
First Quarter	$	0.32	$	0.13

(a) These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not represent actual transactions.

As of September 30, 2012, we had approximately 1,635 holders of record of our common stock.

The Company has not paid any dividends since our inception and does not anticipate paying any dividends on its common stock in the foreseeable future. There are no restrictions which preclude the payment of dividends.

The Company has no equity compensation plan or plans.

Unregistered Sales of Equity Securities

During the year ended September 30, 2012, the Company issued 1,305,000 shares of common stock at $0.12 per share for cash proceeds of $158,925.

During the three-month period ended September 30, 2011, we sold 7,556,667 shares of common stock at a price per share of $0.15 to 12 accredited investors for gross proceeds of $1,133,500.  For every share purchased, each investor received one warrant to purchase one share of common stock.  The warrants are exercisable at $0.25 per share and expire on August 1, 2013.   This sale was made under the exemption from registration provided by Regulation D, Rule 506.

Purchases of Equity Securities by the Issuer

During the year ended September 30, 2012, we did not purchase any shares of our common stock.

During the year ended September 30, 2011, we repurchased 70,000 shares of our common stock for $9,396, or an average price of $0.13 per share.  This repurchase was not part of a publicly announced plan or program and the shares were repurchased on the open market.

ITEM 6.             SELECTED FINANCIAL DATA.

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 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

This report contains forward-looking statements

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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. 

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

Lakeview Property

In the fourth quarter of fiscal 2012, the Company received $550,000 in nonrefundable cash payments upon granting an option to lease agreement to Black Mountain Resources Limited (“BMZ”), an Australian company listed on the Australian Securities Exchange.  Under the agreement, BMZ received an option to lease for a 15-year period Shoshone’s Lakeview District Mill (“the Mill”) and also received the right to conduct due diligence for a period of 90 days. In order to exercise its option, BMZ agreed to issue 11,000,000 shares of its common stock to Shoshone. Upon the exercise of its option, BMZ was given the right to receive Shoshone’s mineral claims comprising the Weber Mine Property in the Lakeview District.  BMZ is expected to exercise its option in the first few weeks of January 2013.

Exercise of its option also transfers to BMZ two obligations: responsibility for all maintenance on and capital improvements to the Mill, and the contractual obligation to pay a net $10 per ton toll milling charge to Shoshone for each ton of ore processed.  For every year after the first ten years of the lease, BMZ agreed to make minimum toll payments to Shoshone of $250,000 per year.  Upon termination of the lease, any capital improvements to the Mill become the property of Shoshone.

When BMZ exercises its lease option, it is obligated to tender to Shoshone half of the aforementioned 11,000,000 shares of its common stock.  The remaining shares are due to Shoshone one year after the execution of the lease option.  The Black Mountain transaction is expected to provide additional resources and liquidity for Shoshone.

Imperial Mine Transaction

On November 6, 2012, Shoshone issued 6.2 million shares of its common stock (valued at $558,000) and acquired all of the outstanding shares of Bohica Mining Corp. (“Bohica”), a Colorado corporation with assets in the historic San Francisco Mining District in Beaver County, Utah.  The properties owned by Bohica consist of a 50% interest in the past producing Imperial Mine (7 patented claims) and a 100% interest in the 55 unpatented mining claims adjacent to the Imperial Mine.

-24-

The acquisition gives Shoshone access exposure to significant potential mineralization in one of America’s most prolific mineral belts.  The Imperial Mine is a nearby neighbor to the famous Horn Silver Mine, which produced over 17 million ounces of high grade silver lead ore in the early part of the 20th century.  The Company has concluded that all of the indicators (geological, geochemical, and geophysical) are in place on the acquired property to warrant an extensive, focused exploration for a major discovery.  Shoshone is currently evaluating the best approach to proceeding with the property’s exploration.

Flint Mining District Transaction

On August 15, 2012, Shoshone paid $15,000 as a 90-day option payment toward the lease of 54 unpatented claims which comprise almost all of the historic Flint Mining District of Owyhee County, Idaho.  The Company is contemplating entering into a mining lease in December 2012 with a 15-year primary term. Lease terms call for work commitments beginning at $125,000 for the first three years, increasing to $175,000 in the next three years, and $225,000 annually thereafter.  The lease also obligates Shoshone to pay a 2.5% net smelter return royalty and advance minimum royalties of $15,000 in the early years of the lease.

If the option is exercised, Shoshone plans to conduct detailed surface mapping of exposed veins, conduct a geophysical survey of the claims, and develop drill targets to test the downward extension of the veins.

Going Concern

As shown in the accompanying financial statements, we typically have limited cash and limited revenues and have incurred an accumulated deficit of $4,925,754 from inception through September 30, 2012.  These factors raise substantial doubt about our 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.

Historically, we have generally funded our operations with proceeds from the sale of marketable securities, royalty and option agreement payments, and from the sale of our common stock.  Should we be unable to raise capital through any of these avenues, our business, 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 minimum of $900,000 is believed necessary to continue operations and increase development through the next twelve months. Towards this end, during fiscal 2012, we raised $158,925 from the issuance of 1,305,000 shares of our common stock.

Currently, we anticipate raising approximately half of the $900,000 needed through the issuance of common stock to private investors.  The timing and amount of capital requirements will depend on a number of factors, including availability of cash and revenues generated.  We also anticipate that we will receive additional proceeds from the lease of our Lakeview mill.

Comparison of fiscal 2012 to fiscal 2011:

Results of Operations

The following table sets forth certain information regarding the components of our Consolidated Statements of Operations for fiscal 2012 as compared to fiscal 2011.  This table is provided to assist in assessing differences in our overall performance:

-25-

					Fiscal Year Ended
					2012		2011		$ Change	% Change
Revenues				$	550,000	$	47,885	$	502,115	1,048.6%
Cost of Revenues					-		-		-	0.0%
Gross Profit					550,000		47,885		502,115	1,048.6%
	General and administrative				802,472		241,965		560,507	231.6%
	Professional fees				94,791		93,523		1,268	1.3%
	Depreciation				169,643		177,100		(7,457)	-4.2%
	Mining and exploration expenses				269,506		324,802		(55,296)	-17.0%
	Net gain on sales of load claims				-		(100,000)		(100,000)	%
		Total Operating Expenses			1,336,412		737,390		599,022	81.2%
Loss from Operations					(786,412)		(689,505)		(96,907)	14.1%
Other Income (Expense)
	Dividend and interest income				80,424		76,965		3,459	4.5%
	Gain on sales of fixed assets				-		10,915		(10,915)	%
	Interest expense				(1,361)		(503)		(858)	170.6%
	Loss on impairment of assets				(898,889)		(4,551)		(894,338)	19,651.5%
	Net gain (loss) on legal settlement				(220,000)		85,000		(305,000)	-358.8%
	Other income (expense)				5,600		86		5,514	6,411.6%
			Total Other Income (Expense)		(1,034,226)		167,912		(1,202,138)	-715.9%
Net (Loss) Income				$	(1,820,638)	$	(521,593)	$	(1,299,045)	-249.3%

Overview of Operating Results

The increase in net loss in fiscal 2012 from fiscal 2011 was primarily due to an impairment charge to mineral properties of $700,000 and severance compensation paid to departing directors occasioned by changes in the Company’s management.  Also contributing substantially to the fiscal 2012 net loss was a legal settlement with a former employee for $220,000 and an impairment charge to investments of $198,889.

Fiscal 2011was favorably impacted by the receipt of $85,000 in net proceeds from the settlement of a lease dispute and the receipt of $100,000 from the sale of two lode claims.  There were no similar positive items in fiscal 2012.

Operating Expenses

Our increase in operating expenses in fiscal 2012 primarily resulted from our funding $489,760 in severance compensation to departing directors, three of whom were long-term management employees. The severance pay consisted of $407,500 in cash paid and $82,260 in stock issued (516,000 shares).  It should be noted that by June 30, 2012 we had reduced our head count to only one employee and provided no compensation to our new board of directors.

Other Income (Expenses)

Total other income (expenses) worsened from aggregate other income of $167,912 in fiscal 2011 to aggregate other expense of $1,034,226 in fiscal 2012. This unfavorable swing of $1,202,138 reflects the inclusion of three major items in fiscal 2012 that were not present in fiscal 2011:  a legal settlement with a former employee for $220,000; a net loss on investments of $198,889 (principally relating to the Company’s writedown of its $200,000 investment in Desert Hawk Corporation); and an impairment charge of $700,000 to certain mineral properties.

During fiscal 2011, we had $100,000 in net gain from the sales of our Leadville and Montgomery lode claims and also received $85,000 in connection with the settlement of a lease.  There were no comparable favorable transactions in fiscal 2012.

Overview of Financial Position

-26-

At September 30, 2012, we had cash of $271,564, total liabilities of $249,741 and working capital of $67,823.  These amounts represent a deterioration from corresponding balances at September 30, 2011 when we had cash of $942,428, total liabilities of $58,575 and working capital of $934,410. Two principal items contributed to the year-to-year change were the severance compensation paid to former director/employees of $489,760 and the legal settlement of $220,000 with a former employee.

During fiscal 2012, we raised $158,925 in proceeds from the issuance of 1,305,000 shares of our common stock.  This was an unfavorable change from fiscal 2011, during which we raised $1,159,500 in net proceeds from the issuance of 7,816,667 shares of our common stock.  Also, during fiscal 2011, we received $275,000 from the sale of two lode claims and 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.

Property, Plant and Equipment

At September 30, 2012, property, plant and equipment before accumulated depreciation totaled $3,255,560, an increase of $1,092 from $3,255,558 at September 30, 2011.  While there were no property dispositions in fiscal 2012, the Company did dispose in fiscal 2011 of certain obsolete assets with a historical cost $40,693 and accumulated depreciation of $37,855.

Notes Receivable

On September 30, 2012, we had a long-term note receivable, net of discount, of $1,695,248 compared with $1,614,841 at September 30, 2011.  The increase related entirely to the amortization of the discount into interest income.

See Note 7 to our consolidated financial statements.

Investments

Our investment portfolio at September 30, 2012, was $20,710, an increase of $2,041 from the September 30, 2011 balance of $18,669.  This increase was primarily due to an increase in the market value of our investment holdings.

See Note 8 to our consolidated financial statements.

Current Liabilities

Our accounts payable were $21,789 at September 30, 2012, a decrease of $31,366 from the September 30, 2011 balance of $53,155.  The balance at the end of fiscal 2011consisted principally of unpaid liabilities relating to property and exploration.

At September 30, 2012, our accrued expenses were $102,952, an increase of $97,532 from the balance at September 30, 2011.  The increase was attributable to the inclusion of a $95,000 legal payment due to a former employee.

At September 30, 2012, there was a promissory note payable of $125,000 to the same former employee as a result of a legal settlement.  No similar obligation existed at September 30, 2011. See Note 13.

Stockholders’ Equity

Our total stockholders’ equity was $4,889,718 at September 30, 2012, a decrease of $1,465,023 from $6,354,741 at September 30, 2011.  This decrease was primarily due to a fiscal year 2012 net loss of $1,820,638, only partially offset by increases in the common stock and paid-in capital accounts.

During fiscal 2012, we issued 1,305,000 shares of our common stock for net cash proceeds of $158,925.  We also issued 829,000 shares for services valued at $125,250.  At September 30, 2012, we had 666,667 common stock shares issuable for mining claims received.

-27-

See Note 9 to our consolidated financial statements.

Liquidity and Capital Resources

Operating Activities

During fiscal 2012, our operating activities used $637,817 in contrast to fiscal 2011 when we used $687,259. While our net loss of $1,820,638 in fiscal 2012 was substantially higher than our net loss of $521,593 in fiscal 2011, there were certain items in fiscal 2012 which did not consume cash and which cushioned our operating activity cash usage.   These include an investment write-off of $200,000 and an impairment charge to mineral properties of $700,000.  We were also benefitted by the issuance of common stock for services valued at $125,250.

Investing Activities

During fiscal 2012, our investing activities used $316,972 while our investing activities provided $422,315 in fiscal 2011.  Most of our investment usage in 2012 was attributable to $200,000 of investment in Desert Hawk Corporation and a cash purchase of the Silver Strand property for $121,000 in cash.

During fiscal 2011, we received $163,282 from the sale of investments and $275,000 in net proceeds from the sales of lode claims.  There were no comparable favorable transactions during fiscal 2012.

Financing Activities

During fiscal 2012, our financing activities provided $283,925, of which $158,925 was received from the issuance of common stock and the remaining $125,000 was attributable to a short-term note payable occasioned by a legal settlement.  During fiscal 2011, our financing activities provided $1,151,519, which was principally attributable to net proceeds of $1,159,500 received from the issuance of common stock.

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 7A.          QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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 8.             FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

		Index
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		28
	Consolidated Balance Sheets as of September 30, 2012 and 2011	29
	Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended September 30, 2012 and 2011 and for the period from January 1, 2000 (beginning of exploration stage) to September 30, 2012	30
	Consolidated Statements of Changes in Stockholders’ Equity	31
	Consolidated Statements of Cash Flows for the years ended September 30, 2012 and 2011 and for the period from January 1, 2000 (beginning of exploration stage) to September 30, 2012	32
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS		33

-28-

-29-

SHOSHONE SILVER/GOLD MINING COMPANY

(an Exploration Stage Company)

CONSOLIDATED BALANCE SHEETS

					September 30,		September 30,
					2012		2011
ASSETS
	CURRENT ASSETS
		Cash and cash equivalents		$	271,564	$	942,428
		Deposits and prepaids			46,000		48,780
		Supplies inventory			-		1,777
			Total Current Assets		317,564		992,985
	PROPERTY, PLANT AND EQUIPMENT
		Property, plant and equipment			3,256,650		3,255,558
		Accumulated depreciation			(1,844,749)		(1,675,106)
			Total Property Plant and Equipment		1,411,901		1,580,452
	MINERAL AND MINING PROPERTIES				1,694,036		2,206,369
	OTHER ASSETS
		Notes receivable (net of discount)			1,695,248		1,614,841
		Investments			20,710		18,669
			Total Other Assets		1,715,958		1,633,510
			TOTAL ASSETS	$	5,139,459	$	6,413,316
LIABILITIES AND STOCKHOLDERS' EQUITY
	CURRENT LIABILITIES
		Accounts payable		$	21,789	$	53,155
		Accrued expenses			102,952		5,420
		Notes payable			125,000		-
			Total Current Liabilities		249,741		58,575
	COMMITMENTS AND CONTINGENCIES				-		-
	STOCKHOLDERS’ EQUITY
		Common stock, 200,000,000 shares authorized, $0.10 par value;
		53,221,704 and 51,087,704 shares issued and outstanding			5,322,170		5,108,770
		Common stock issuable			66,667		-
		Additional paid-in capital			4,625,738		4,554,963
		Treasury stock			(206,894)		(206,894)
		Accumulated deficit in exploration stage			(3,258,273)		(1,437,635)
		Accumulated deficit prior to exploration stage			(1,667,482)		(1,667,482)
		Accumulated other comprehensive income			7,792		3,019
			Total Stockholders’ Equity		4,889,718		6,354,741
			TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	5,139,459	$	6,413,316

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

-30-

SHOSHONE SILVER/GOLD MINING COMPANY

(an Exploration Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

								Period from
								January 1, 2000
								(beginning of
				Fiscal Year Ended				exploration stage)
				September 30,				to September 30,
				2012		2011		2012
REVENUES
	Lease and Option Income		$	550,000	$	-	$	994,044
	Mineral and Natural Resource			-		47,885		209,585
		Total Revenues		550,000		47,885		1,203,629
COST OF REVENUES				-		-		228,828
GROSS PROFIT (DEFICIT)				550,000		47,885		974,801
OPERATING EXPENSES
	General and administrative			802,472		241,965		2,255,555
	Professional fees			94,791		93,523		1,370,624
	Depreciation			169,643		177,100		989,586
	Mining and exploration expenses			269,506		324,802		4,830,040
	Net gain on sales of load claims			0		(100,000)		(468,907)
		Total Operating Expenses		1,336,412		737,390		8,976,898
LOSS FROM OPERATIONS				(786,412)		(689,505)		(8,002,097)
OTHER INCOME (EXPENSES)
	Bad debt recovery			-		-		47,008
	Cancellation of debt income			-		-		69,418
	Dividend and interest income			80,424		76,965		437,178
	Gain on sales of fixed assets			-		10,915		28,115
	Gain on sale of Mexican mining concession			-		-		4,363,353
	Gain on settlement of note receivable			-		-		64,206
	Interest expense			(1,361)		(503)		(13,412)
	Loss on abandonment of asset			-		-		(20,000)
	Net (loss) gain on sale of investments			(198,889)		(4,551)		930,029
	Net gain on settlement of lease dispute			-		85,000		85,000
	Settlement with former employee			(220,000)		-		(220,000)
	Other income (expense)			5,600		86		203,035
	Other than temporary impairment of properties and investments			(700,000)		-		(849,279)
	Unrealized holding loss on marketable securities			-		-		(380,827)
		Total Other Income (Expenses)		(1,034,226)		167,912		4,743,824
LOSS BEFORE INCOME TAXES				(1,820,638)		(521,593)		(3,258,273)
INCOME TAXES				-		-		124,826
DEFERRED TAX GAIN				-		-		(124,826)
NET LOSS				(1,820,638)		(521,593)		(3,258,273)
OTHER COMPREHENSIVE INCOME (LOSS)
	Net annual changes in accumulated other comprehensive income (loss)			4,773		54,072		7,792
NET COMPREHENSIVE LOSS			$	(1,815,865)	$	(467,521)	$	(3,250,481)
NET LOSS PER COMMON SHARE, BASIC			$	(0.03)	$	(0.01)
NET LOSS PER COMMON SHARE, DILUTED			$	(0.03)	$	(0.01)
WEIGHTED AVERAGE NUMBER OF
	COMMON STOCK SHARES OUTSTANDING, BASIC			53,029,764		43,392,440
WEIGHTED AVERAGE NUMBER OF
	COMMON STOCK SHARES OUTSTANDING, DILUTED			53,029,764		43,392,440

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

-31-

SHOSHONE SILVER/GOLD MINING COMPANY

(an Exploration Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

					Common Stock									Accumulated
		Common Stock			Issuable			Additional						Other		Total
		Number of			Number of			Paid-in		Treasury		Accumulated		Comprehensive		Stockholders’
		Shares		Amount	Shares	Amount		Capital		Stock		Deficit		Income		Equity
Balance December 31, 1999 as originally stated		9,030,660	$	903,066			$	1,597,425	$	(65,733)		21,834	$	-	$	2,456,592
Net adjustments for the following:
	Overstated mining property investments	-		-				-		-		(905,981)		-		(905,981)
	Understated property, net of depreciation	-		-				990,000		-		(345,465)		-		644,535
	Repaid loan incorrectly written off to expenses	-		-				-		-		50,000		-		50,000
	Treasury stock, not properly recognized	533,669		53,367				-		-		(53,367)		-		-
	Stock issuances not recorded	410,000		41,000				48,500		-		(89,500)		-		-
	Stock options and payables for unrecorded attorney fees	-		-				-		-		(22,221)		-		(10,000)
	Cost of mining properties expensed	-		-				-				(491,282)				(491,282)
	Note receivable not recorded, net of accrued interest	-		-				-		-		168,500		-		168,500
Balance December 31, 1999, as restated		9,974,329	$	997,433			$	2,635,925	$	(65,733)	$	(1,667,482)	$	-	$	1,912,364
Issuance of stock for services at a price of $0.20 per share		5,000		500				500		-		-		-		1,000
Net loss for year ending December 31, 2000		-		-				-		-		(212,048)		-		(212,048)
Balance, December 31, 2000, as restated		9,979,329	$	997,933			$	2,636,425	$	(65,733)	$	(1,879,530)	$	-	$	1,701,316
Net loss for year ending December 31, 2001		-		-				-		-		(228,159)		-		(228,159)
Balance, December 31, 2001		9,979,329	$	997,933			$	2,636,425	$	(65,733)		(2,107,689)	$	-	$	1,473,157
Treasury stock issued for services at a price of $0.10 per share		-		-				(1,080)		11,880				-		10,800
Treasury stock issued for services at a price of $0.10 per share		-		-				(195)		495				-		300
Issuance of stock for services at a price of $0.03 per share		800,000		80,000				(53,066)		-				-		26,934
Issuance of stock for legal fees at a price of$0.10 per share		100,000		10,000				-		-				-		10,000
Net loss for year ending December 31, 2002		-		-				-		-		(641,951)		-		(641,951)
Balance, December 31, 2002		10,879,329	$	1,087,933			$	2,582,084	$	(53,358)		(2,749,640)	$	-	$	879,240
Stock issued for cash at $0.03 per share		2,902,778		290,278				(204,278)		-				-		86,000
Issuance of stock for services at a price of $0.10 per share		620,833		62,083				-		-				-		62,083
Issuance of stock for mining properties at a price of $0.15 per share		510,000		51,000				25,500		-				-		76,500
Stock issued for cash at $0.10 per share		119,000		11,900				-		-				-		11,900
Unrealized holding gain in investments		-		-				-		-				1,328,462		1,328,462
Net loss for year ending December 31, 2003		-		-				-		-		(99,292)		-		(99,292)
Balance, December 31, 2003		15,031,940	$	1,503,194			$	2,403,306	$	(53,358)		(2,848,932)	$	1,328,462	$	2,344,893
Stock issued for cash and warrants at $0.35 per share, net of costs        of $64,465		1,861,857		186,186				400,999		-				-		587,185
Issuance of stock for services at an average price of $0.14 per share		25,000		2,500				1,000		-				-		3,500
Issuance of stock for services at price of $0.35 per share		25,000		2,500				6,250		-				-		8,750
Issuance of stock for mining property lease at a price of $0.35        per share		350,000		35,000				87,500		-				-		122,500
Issuance of stock for mining properties at a price of $0.35 per share		100,000		10,000				25,000		-				-		35,000
Treasury stock issued for mining properties at a price of $0.35 per        share		-		-				24,000		11,000				-		35,000
Treasury stock issued for subscriptions receivable at a price of $0.35        per share		-		-				9,101		11,124				-		-
Treasury stock issued for services at a price of $0.35 per share
Unrealized holding loss in investments		-		-				-		-				(594,605)		(594,605)
Net loss for year ending December 31, 2004		-		-				-		-		(567,085)		-		(567,085)
Balance, December 31, 2004		17,393,797	$	1,739,380			$	2,966,756	$	(26,834)	$	(3,416,017)	$	733,857	$	1,989,138
Issuance of stock for accounts payable at a price $0.35 per share		650,000		65,000				162,500		-		-		-		227,500
Issuance of stock for mining property expenses at a price $0.20        per share		100,000		10,000				10,000		-		-		-		20,000
Treasury stock issued for services at a price of $0.20 per share		-		-				4,950		6,050		-		-		11,000
Treasury stock issued for cash and services at price of $0.10 per share		-		-				(1,900)		20,900		-		-		19,000
Treasury stock acquired by sale of investments		-		-				-		(296,296)		-		-		(296,296)
Receipt of subscription receivable		-		-				-		-		-		-		1,381
Unrealized holding loss in investments		-		-				-		-		-		(601,560)		(601,560)
Net loss for year ending December 31, 2005		-		-				-		-		(84,681)		-		(84,681)
Balance, December 31, 2005		18,143,797	$	1,814,380			$	3,142,306	$	(296,180)	$	(3,500,698)	$	132,297	$	1,285,482
Issuance of stock for exploration expenses at a price $0.24 per share		100,000		10,000				14,000		-		-		-		24,000
Treasury stock issued for services at an average price of $0.25 per        share		-		-				(5,164)		25,484		-		-		20,320
Unrealized holding gain on investments		-		-				-		-		-		470,528		470,528
Net income for year ending December 31, 2006		-		-				-		-		367,135		-		367,135
Balance, December 31, 2006		18,243,797	$	1,824,380			$	3,151,143	$	(270,696)		(3,133,563)	$	602,825	$	2,167,465
Expiration of stock options		-		-				12,221		-		-		-		-
Stock issued for cash at $0.18 per share, net of costs of $18,000		1,000,000		100,000				62,000		-		-		-		162,000
Stock issued for cash at $0.20 per share		200,000		20,000				20,000		-		-		-		40,000
Stock issued for cash at $0.20 per share		250,000		25,000				25,000		-		-		-		50,000
Issuance of stock for exploration expenses at a price of $0.27 per share		100,000		10,000				17,000		-		-		-		27,000
Issuance of stock in exchange for services		6,000		600				1,320		-		-		-		1,920
Adjustments to common stock and treasury stock to adjust to actual.        See Note 2.		47,382		4,739				16,388		(21,127)		-		-		-
Receipt of subscription receivable		-		-				-		-		-		-		18,844
Issuance of treasury stock for expenses incurred in the prior year		-		-				3,190		3,190		-		-		6,380

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

-32-

SHOSHONE SILVER/GOLD MINING COMPANY

(an Exploration Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (continued)

				Common Stock										Accumulated
	Common Stock			Issuable				Additional						Other		Total
	Number of			Number of				Paid-in		Treasury		Accumulated		Comprehensive		Stockholders’
	Shares		Amount	Shares		Amount		Capital		Stock		Deficit		Income		Equity
Unrealized holding gain on investments	-		-					-		-		-		(419,483)		(419,483)
Net loss for the year ending December 31, 2007	-		-					-		-		(272,854)		-		(272,854)
Balance, December 31, 2007	19,847,179	$	1,984,719				$	3,308,262	$	(288,633)		(3,406,417)	$	183,342	$	1,781,272
Issuance of stock in exchange for services	12,000		1,200					1,200		-		-		-		2,400
Stock issued for cash at $0.20 per share, net of costs of $10,000	350,000		35,000					25,000		-		-		-		60,000
Stock issued for cash at $0.20 per share, net of costs of $4,016	450,000		45,000					40,984		-		-		-		85,984
Stock issued for cash at $0.20 per share	250,000		25,000					25,000		-				-		50,000
Issuance of stock for exploration expenses at a price of $0.22 per share	100,000		10,000					12,000		-		-		-		22,000
Stock issued in exchange for heavy equipment	454,000		45,400					49,940		-		-		-		95,340
Stock issued for cash at $0.20 per share	250,000		25,000					25,000		-		-		-		50,000
Stock issued for cash at $0.20 per share	250,000		25,000					25,000		-		-		-		50,000
Stock issued in settlement of an agreement with the Company's former        CEO	100,000		10,000					10,000		-		-		-		20,000
Acquisition of 50,000 shares of treasury stock at $0.12 per share	-		-					-		(6,100)		-		-		(6,100)
Acquisition of 126,000 shares of treasury stock at $0.12 per share	-		-					-		(15,120)		-		-		(15,120)
Unrealized holding loss on investments	-		-					-		-		-		(200,114)		(200,114)
Net income for nine-month period ended September 30, 2008	-		-					-		-		3,645,358		-		3,645,358
	22,063,179		2,206,319					3,522,386		(309,853)		238,941		(16,772)		5,641,021
Common stock issued at $0.10 per share in exchange for services	10,000		1,000					-		-		-		-		1,000
Common stock Issued at $0.11 per share in exchange for services	50,000		5,000					500		-		-		-		5,500
50,000 shares of treasury stock issued at $0.11 per share in exchange        for Equipment	-		-					2,000		5,500		-		-		7,500
Common stock issued at $0.15 per share to acquire 100% of the        common stock of Kimberly Gold Mines, Inc	12,145,306		1,214,530					607,264		-		-		-		1,821,794
100,000 shares treasury stock repurchased at $0.20 per share	-		-					-		(20,000)		-		-		(20,000)
70,000 shares of treasury stock issued at $0.10 per share in exchange        for services								(700)		7,700		-		-		7,000
200,000 shares of treasury stock issued at $0.08 per share in        connection with acquisition of Kimberly Gold Mines, Inc.	-		-					(42,000)		64,000		-		-		22,000
Common stock issued at $0.10 per share in exchange for directors        services	20,000		2,000					-		-		-		-		2,000
Common stock issued at $0.10 per share in exchange for services	4,000		400					-		-		-		-		400
Common stock issued at $0.10 per share in exchange for directors        services	10,000		1,000					-		-		-		-		1,000
Reconciliation adjustment to common stock	2		-					-		-		-		-		-
Unrealized holding gain on investments	-		-					-		-		-		5,558		5,558
Net loss for twelve-month period ended September 30, 2009	-		-					-		-		(1,779,976)		-		(1,779,976)
	34,302,487		3,430,249					4,089,450		(252,653)		(1,541,035)		(11,214)		5,714,797
Common stock issued for cash at $0.10 per share	7,051,550		705,155					-		-		-		-		705,155
Common stock issued at $0.18 per share in exchange for services	5,000		500					400		-		-		-		900
Common stock issued to Board of Directors at $0.16 per share	1,250,000		125,000					75,000		-		-		-		200,000
Common stock issued in exchange for lease payment on mining        property	50,000		5,000					4,000		-		-		-		9,000
Treasury stock issued in exchange for services at $0.18 per share	-		-					(20,300)		46,400		-		-		26,100
Unrealized holding loss on investments	-		-					-		-		-		(39,839)		(39,839)
Net loss for twelve-month period ended September 30, 2010	-		-					-		-		(1,042,489)		-		(1,042,489)
	42,659,037	$	4,265,904				$	4,148,550	$	(206,253)	$	(2,583,524)	$	(51,053)	$	5,573,624
Common stock issued for cash at $0.10 per share	260,000		26,000					-		-		-		-		26,000
Common stock issued for cash at $0.15 per share	7,556,667		755,666					377,834		-		-		-		1,133,500
Common stock issued at $0.10 per share in exchange for exploration        services	136,000		13,600					-		-		-		-		13,600
Common stock issued at $0.10 per share in exchange for mineral        property	100,000		10,000					-		-		-		-		10,000
Common stock issued at $0.10 per share in exchange for prepaid        expenses	100,000		10,000					-		-		-		-		10,000
Common stock issued at $0.20 per share in exchange for services	266,000		26,600					26,600		-		-		-		53,200
Common stock issued at $0.10 per share in exchange for services	10,000		1,000					-		-		-		-		1,000
70,000 shares of treasury stock acquired at an average cost of $0.13        per share	-		-					-		(9,396)		-		-		(9,396)
40,000 shares of treasury stock sold for $5,694 with a cost basis of        $0.11 per share	-		-					1,294		4,400		-		-		5,694
36,000 shares of treasury stock issued in exchange for services at        $0.12 per share	-		-					685		4,355		-		-		5,040
Net annual changes in accumulated other comprehensive income (loss)	-		-					-		-		-		54,072		54,072
Net loss for twelve-month period ended September 30, 2011	-		-	-		-		-		-		(521,593)		-		(521,593)
	51,087,704		5,108,770	-		-		4,554,963		(206,894)		(3,105,117)		3,019		6,354,741
Common stock issued for cash at $0.12 per share	295,000		29,500	-		-		6,725		-		-		-		36,225
Common stock issued in exchange for services at $0.16 per share	689,000		68,900	-		-		42,350		-		-		-		111,250
Common stock issued for cash at $0.12 per share	1,010,000		101,000	-		-		21,700		-		-		-		122,700
Common stock issued for services at $0.10 per share	140,000		14,000	-		-		-		-		-		-		14,000
Common stock issuable for mineral property at $0.10 per share	-		-	666,667		66,667		-		-		-		-		66,667
Net annual changes in accumulated other comprehensive income (loss)	-		-	-		-		-		-		-		4,773		4,773
Net loss for year ended September 30, 2012	-		-	-		-		-		-		(1,820,638)		-		(1,820,638)
	53,221,704	$	5,322,170	666,667	$	66,667	$	4,625,738	$	(206,894)	$	(4,925,755)	$	7,792	$	4,889,718

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

-33-

SHOSHONE SILVER/GOLD MINING COMPANY

(an Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

								Period from
								January 1, 2000
								(beginning of
				Fiscal Year Ended				exploration stage)
				September 30,				to September 30,
				2012		2011		2012
CASH FLOWS FROM OPERATING ACTIVITIES
	Net loss		$	(1,820,638)	$	(521,593)	$	(3,258,273)
	Adjustments to reconcile net income (loss) to net cash used by operations:
		Adjustment to balance of note receivable		-		-		(766)
		Amortization of note receivable discount		(80,407)		(76,897)		(329,885)
		Available-for-sale securities issued in exchange for services		-		-		135,140
		Available-for-sale securities issued in exchange for services or rent		1,200		-		4,760
		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		125,250		54,200		583,936
		Common stock issued in settlement of agreement with former CEO		-		-		20,000
		Depreciation and amortization expense		169,643		193,216		1,028,155
		Discount given on early payment on note receivable		-		-		50,000
		Gain on sale of fixed asset				(10,914)		(28,114)
		Gain on settlement of note receivable		-		-		(64,206)
		Impairment of mining expenses		-		-		413,000
		Loss on abandonment of investment		200,000		-		220,000
		Loss recognized on impairment of assets		700,000		-		849,279
		Net gain on sale of lode claim		-		(100,000)		(468,907)
		Net gain on sale of Mexican mining concession		-		-		(4,363,353)
		Net loss (gain) on sale of investments		(3,588)		4,551		(1,132,506)
		Treasury stock issued for services		-		5,040		58,460
		Unrealized holding loss on marketable securities		-		-		380,827
	Changes in assets and liabilities
		Change in accounts payable		(31,366)		(199,760)		(69,457)
		Change in accrued interest receivable		-		-		(20,255)
		Change in accrued liabilities		97,532		(7,602)		98,968
		Change in deposits and prepaids		2,780		(41,280)		(17,252)
		Change in other current assets		-		-		(14,443)
		Change in stock to issue		-		-		230,680
		Change in supplies inventory		1,777		180		12,732
		Net cash used in operating activities		(637,817)		(687,259)		(5,433,174)
CASH FLOWS FROM INVESTING ACTIVITIES
		Advances on notes receivable		-		-		(111,022)
		Advances to related party		-		-		(395,000)
		Issuance of note receivable 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		501		800		18,501
		Proceeds from sale of investments		4,619		163,282		4,795,386
		Proceeds from sale of lode claim		-		275,000		463,907
		Proceeds from sale of Mexican mining concession		-		-		2,497,990
		Proceeds from short-term loans		-		-		160,760
		Purchase of fixed assets		(1,092)		(16,767)		(1,098,341)
		Purchase of mineral and mining properties		(121,000)		-		(197,472)
		Purchases of investments		(200,000)		-		(4,259,939)
		Net cash provided by investing activities		(316,972)		422,315		2,547,114

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

-34-

SHOSHONE SILVER/GOLD MINING COMPANY

(an Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

								Period from
								January 1, 2000
								(beginning of
				Fiscal Year Ended				exploration stage)
				September 30,				to September 30,
				2012		2011		2012
CASH FLOWS FROM FINANCING ACTIVITIES
		Common shares repurchased for treasury		-		(9,396)		(50,616)
		Net proceeds from sale of common stock		158,925		1,159,500		3,266,150
		Note payable - Beggs		125,000		-		125,000
		Net proceeds from sale of treasury stock		-		5,694		5,694
		Payment made on long-term note payable		-		(4,279)		(268,818)
		Payment of common stock subscriptions		-		-		20,225
		Net cash (used in) provided by financing activities		283,925		1,151,519		3,097,635
Net increase in cash				(670,864)		886,575		211,575
Cash, beginning of period				942,428		55,853		59,989
Cash, end of period			$	271,564	$	942,428	$	271,564
SUPPLEMENTAL CASH FLOW DISCLOSURES:
	Interest expense paid		$	2,698	$	503	$	13,205
	Income taxes paid		$	-	$	-	$
NON-CASH INVESTING AND FINANCING ACTIVITIES:
	Accounts payable issued in exchange for partial payment on office building and prepaid expense		$	-	$	10,000	$	60,000
	Common stock issued for purchase of equipment, mining properties and prepaid expense		$	66,667	$	20,000	$	160,340
	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 receivable		$	-	$	-	$	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		$		$	-	$	108,156
	Note receivable (net of discount) in connection with sale of Mexican Mining Concession		$	-	$	-	$	1,865,363
	Note receivable in connection with sale of lode claim		$	-	$	-	$	120,000
	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

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

-35-

SHOSHONE SILVER/GOLD MINING COMPANY

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1:  ORGANIZATION AND DESCRIPTION OF BUSINESS

Shoshone Silver/Gold 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 and subsequently changed to Shoshone Silver/Gold Mining Company in 2011.   During the last ten years, the Company’s 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, traded, sold and held hundreds of mineral and mining properties since entering the exploration stage.

The Company’s year-end is September 30.

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 Company’s 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.

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.

Cash and Cash Equivalents

For purposes of its statements of cash flows, the Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.  Cash equivalents also include money market accounts.

Concentration of Credit Risk

The Company maintains its cash in several commercial accounts at major financial institutions and brokerage houses.  The brokerage accounts contain cash and securities. Balances are insured up to $250,000 per bank, per account holder by the Federal Deposit Insurance Corporation (FDIC).   Balances are insured up to $500,000 (with a limit of $100,000 for cash) by the Securities Investor Protection Corporation (SIPC).   At September 30, 2012, the Company’s cash balances did not exceed FDIC or SIPC limits.

Earnings Per Share

The provisions of Topic 260 in the Accounting Standards Codification (ASC 260) provide the guidance for the calculation of “basic” and “diluted” earnings per share.  Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period.  Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share.

At September 30, 2012 and at September 30, 2011, there were 11,328,217 common stock warrants outstanding which were not included in the calculation of earnings (loss) per share because they would have been anti-dilutive.

-36-

Fair Value of Financial Instruments

The Company’s financial instruments as defined in Topic 825 in the Accounting Standards Codification (ASC 825) include cash and cash equivalents, deposits and prepaid expenses, supplies inventory, investments in available-for-sale securities and silver bars and coins, accounts payable and short-term borrowings.  All instruments other than the investments in available-for-sale securities and silver bars and coins are accounted for on an historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at the reporting dates.  Investments in available-for-sale securities and silver bars and coins are recorded at fair value at the reporting dates in accordance with ASC Topic 825.

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:

·   Level 1 inputs — Unadjusted quoted process in active markets for identical assets or liabilities that the entity has the ability to access at the measurement date.

·   Level 2 inputs — Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals.

·   Level 3 inputs — Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.

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 Company’s note receivable (net of discount) is reported at fair value utilizing Level 2 inputs.  The discounting of this note receivable utilized interest rates.

The following table presents information about the Company’s assets measured at fair value on a recurring basis as of September 30, 2012, and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value.

				Fair Value Measurements
				At September 30, 2012, Using
				Quoted Prices
				In Active		Other		Significant
				Markets for		Observable		Unobservable
		Fair Value		Identical Assets		Inputs		Inputs
Description		September 30, 2012		(Level 1)		(Level 2)		(Level 3)
Investments	$	20,710	$	20,710	$	-	$	-
Note Receivable (net of discount)		1,695,248		-		1,695,248		-
Total Assets Measured at Fair Value	$	1,715,958	$	20,710	$	1,695,248	$	-

-37-

Fiscal Periods

References to a fiscal year refer to the Company’s fiscal year which ends on September 30.

Going Concern

As shown in the accompanying financial statements, the Company typically has limited cash and limited revenues and has incurred an accumulated deficit of $4,925,754 from inception through September 30, 2012.  These factors raise substantial doubt about the Company’s 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

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 Company’s 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 Company’s 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 $900,000 is believed necessary to continue operations and increase development through the next twelve months. Towards this end, during fiscal 2012, the Company raised $158,925 from the issuance of 1,305,000 shares of its common stock.

Currently, the Company anticipates raising approximately half of the $900,000 needed 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.

Investments

The Company accounts for marketable securities and investments in silver bars and coins (excluding Shoshone logo coins held as inventory for resale) in accordance with the provisions of ASC Topic 320.  Under ASC Topic 320, debt securities and equity securities that have readily determinable fair values are to be classified in three categories:

Held-to-Maturity – the positive intent and ability to hold to maturity.  Amounts are reported at amortized cost, adjusted for amortization of premiums and accretion of discounts.

Trading Securities – bought principally for purpose of selling them in the near term.  Amounts are reported at fair value, with unrealized gains and losses included in earnings.

Available-for-Sale – not classified in one of the above categories.  Amounts are reported at fair value, with unrealized gains and losses excluded from earnings and reported separately as a component of stockholders’ equity.

At this time, the Company classifies both marketable securities and investments in silver bars and coins as available-for-sale.  See Note 8.

Investment securities are reviewed for impairment in accordance with ASC 320-10 Investments - Debt and Equity Securities. The Company periodically reviews our investments for indications of other-than-temporary impairment considering many factors, including the extent and duration to which a security’s fair value has been less than its cost, overall economic and market conditions, and the financial condition and specific prospects for the issuer. Impairment of investment securities results in a charge to income when a market decline below cost is other-than-temporary.

-38-

Mining Properties, Land and Water Rights

Costs of acquiring and developing mining properties, land and water rights are capitalized as appropriate by project area. Exploration and related costs and costs to maintain mining properties, land and water rights are expensed as incurred while the property is in the exploration and evaluation stage. Development and related costs and costs to maintain mining properties, land and water rights are capitalized as incurred while the property is in the development stage. When a property reaches the production stage, the related capitalized costs are amortized using the units-of-production basis over proven and probable reserves. Mining properties, land and water rights are periodically assessed for impairment of value, and any subsequent losses are charged to operations at the time of impairment. If a property is abandoned or sold, a gain or loss is recognized and included in the consolidated statement of operations.  See Note 6.

Mineral Exploration and Development Costs

All exploration expenditures are expensed as incurred. Significant property acquisition payments for active exploration properties are capitalized. If no economic ore body is discovered, previously capitalized costs are expensed in the period the property is abandoned. Expenditures to develop new mines, to define further mineralization in existing ore bodies, and to expand the capacity of operating mines, are capitalized and amortized on a units-of-production basis over proven and probable reserves.

Should a property be abandoned, its capitalized costs are charged to operations. The Company charges to the consolidated statement of operations the allocable portion of capitalized costs attributable to properties sold. Capitalized costs are allocated to properties sold based on the proportion of claims sold to the claims remaining within the project area. See Note 7.

Notes Receivable

The Company’s 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 Company’s 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.

Property and Equipment

Property and equipment are stated at cost.  Depreciation of property and equipment begins on the date the asset is place in service and is calculated using the straight-line method over the estimated useful lives of the assets, which range from three to thirty-one and one half years.  See Note 5.

Provision for Taxes

Topic 740 in the Accounting Standards Codification (ASC 740) prescribes recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.  At September 30, 2012, the Company had taken no tax positions that would require disclosure under ASC 740.

Pursuant to ASC 740, income taxes are provided for based upon the liability method of accounting. Under this approach, deferred income taxes are recorded to reflect the tax consequences on future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end.  A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard imposed by ASC 740 to allow recognition of such an asset.

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The significant components of the deferred tax assets at September 30, 2012 and September 30, 2011 were calculated at an estimated 34% federal income tax rate on net operating losses of $4,860,000 and $3,060,000, respectively.  The effects are as follows:

		September 30,		September 30,
		2012		2011
Deferred Tax Assets
Net operating loss carry-forward	$	1,652,000	$	1,040,000
Recognized impairment of investments		-		-
Net deferred tax assets		1,652,000		1,040,000
Deferred Tax Liabilities
Installment income		(605,000)		(605,000)
Depreciation		(10,000)		(19,900)
Deferred tax liabilities		(615,000)		(624,900)
Net deferred tax assets	$	1,037,000	$	430,100
Valuation allowance		(1,037,000)		(430,100)
Net deferred tax liabilities	$	-	$	-

As management of the Company cannot determine that it is more likely than not that the Company will realize the cost of the deferred tax liability, valuation allowances equal to both the deferred tax liability and deferred tax asset have been established at September 30, 2012.  At September 30, 2012 and September 30, 2011, the Company had net operating loss carry-forwards ofapproximately $4,860,000 and $3,060,000, respectively, which expire in the years 2025 through 2032.

At September 30, 2012, the Company had a total deferred tax liability of $615,000.  Of this amount $605,000 represents the total estimated taxes payable on the income from the note receivable on the sale of Bilbao concessions that is recognized under the full accrual method for financial statement purposes and the installment sale method for income tax purposes.  See Note 7.

At September 30, 2012, the Company has a total deferred tax asset of $1,652,000 which relates to the Company’s net operating loss carry-forward of $4,860,000.  The change in the valuation allowance from fiscal 2011 to fiscal 2012 was $606,900.

Recently Adopted Accounting Pronouncements

In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2011-04, Fair Value Measurement (“ASU 2011-04).  ASU 2011-04 amends the requirements related to fair value measurement by changing the wording used to describe many requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. Additionally, ASU 2011-04 clarifies the FASB’s intent about the application of existing fair value measurement requirements. ASU 2011-04 is effective for interim and annual periods beginning after December 15, 2011, and is applied prospectively. The Company’s adoption of ASU 2011-04 did not have a material impact on the Company’s consolidated financial statements.

In June 2011, the FASB issued Accounting Standards Update No. 2011-05, Comprehensive Income (“ASU 2011-05”). To increase the prominence of items reported in other comprehensive income, the FASB eliminated the option of presenting components of other comprehensive income as part of the statement of changes in stockholders’ equity. ASU 2011-05 requires that all non-owner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements.

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Regardless of the presentation of the components of other comprehensive income, ASU 2011-05 requires that the Company present on the face of the financial statements the reclassification adjustments for items that are reclassified from other comprehensive income to net income. The requirements of ASU 2011-05 will be effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The implementation of ASU 2011-05 did not have a material impact on the Company’s consolidated financial statements.

In September 2011, the FASB issued Accounting Standards Update No. 2011-08, Testing Goodwill for Impairment (“ASU 2011-08”).    ASU 2011-08 amends the guidance regarding assessing whether it is necessary to perform goodwill impairment tests on a recurring basis.  ASU 2011-08 permits an entity to first assess qualitative factors to determine whether it is “more likely than not” that the fair market value of a reporting unit is less than its carrying amounts as a basis for determining whether it is necessary to perform the goodwill impairment test.  ASU 2011-08 is effective for annual and interim periods beginning after December 15, 2011, with early adoption permitted, including annual and interim goodwill impairment tests performed as of dates before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued.  The Company will adopt ASU 2011-08 at the beginning of its first quarter of fiscal year 2012.  Adoption of ASU 2011-08 did not have a material impact on the Company’s consolidated financial statements. 

Reclamation and Remediation

Expenditures for ongoing compliance with environmental regulations that relate to current operations are expensed or capitalized as appropriate. Expenditures resulting from the remediation of existing conditions caused by past operations that do not contribute to future revenue generations are expensed. Liabilities are recognized when environmental assessments indicate that remediation efforts are probable and the costs can be reasonably estimated.  At September 30, 2012, the Company had accrued no liability related to reclamation and remediation expenses.  The Company has conducted only exploratory activities and thus lacks sufficient data for estimation of reclamation and remediation expenses.

Estimates of such liabilities are based upon currently available facts, existing technology and presently enacted laws and regulations taking into consideration the likely effects of inflation and other societal and economic factors, and include estimates of associated legal costs. These amounts also reflect prior experience in remediating contaminated sites, other companies’ clean-up experience and data released by The Environmental Protection Agency or other organizations. Such estimates are by their nature imprecise and can be expected to be revised over time because of changes in government regulations, operations, technology and inflation.  Recoveries are evaluated separately from the liability and, when recovery is assured, the Company records and reports an asset separately from the associated liability.

Reclassification

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation.

These reclassifications had no effect on reported losses, total assets, or stockholders’ equity as previously reported.

Revenue Recognition

The Company generated $550,000 of revenue during fiscal 2012 from the sale of an option to lease its Lakeview mill facility. In recording this transaction, the Company recorded the nonrefundable amounts received as revenue. (The option is expected to be exercised in the first few weeks of January 2013 by Black Mountain Resources, a publicly traded Australian company.) See Note 15 regarding subsequent events.

The Company’s accounting policy is to recognize option fees as revenue when there is a written executed agreement authorizing such fees, when there is no further performance or continuing involvement on the part of the Company to earn such fees, when the fees are fixed and determinable, and when collectibility is reasonably assured.

The Company recognizes lease income as revenue over the lease term as it becomes receivable according to the provisions of the lease. During fiscal years 2011 and 2012, the Company did not receive lease income.

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During fiscal 2011, the Company generated $47,885 from the sale of silver concentrate produced at its Lakeview mill facility from previously stockpiled ore. The Company recognizes income from the sale of silver concentrate when the concentrate is processed.

To a lesser extent, the Company generates income from timber sales, sales of “Company logo” silver medallions and the processing of ore for other companies.  The Company recognizes income from timber sales at the time payment for the timber is received.  The Company recognizes income from the sales of “Company logo” silver medallions when the coins are shipped to the customer.  The Company recognizes income from the processing of ore for other companies when the ore has been processed.  The net income from these sources is included under the caption “Other Income (Expense)” on the Company’s consolidated statements of operations.

Treasury Stock

The Company accounts for its treasury stock under the cost method.  Under the cost method, the gross cost of the shares reacquired is charged to a contra equity account (i.e., treasury stock).  The equity accounts that were credited for the original share issuance (i.e., common stock, additional paid-in capital, etc.) remain intact.  When the treasury shares are reissued, proceeds in excess of cost are credited to a paid-in capital account.   See Note 10.

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 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.

NOTE 3:   DEPOSITS AND PREPAID EXPENSES

During the fourth quarter of fiscal 2012, the Company paid cash deposits of $29,280 toward the acquisition of mineral properties and also prepaid drilling expenses of $16,000 and future rent expense of $720.  The aggregate amount of these expenditures at September 30, 2012 was $46,000 and recorded as “deposits and prepaids”.

At the end of fiscal 2011, the Company had prepaid $17,500 of mining claims lease expense and also prepaid drilling expenses of $31,280.

NOTE 4:   SUPPLIES INVENTORY

At September 30, 2011, the Company had 168 silver medallion coins in inventory with an historical cost basis of $1,777. These coins were all sold during fiscal 2012.  At September 30, 2012, the Company’s inventory was depleted.

NOTE 5:   PROPERTY AND 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 asset’s estimated useful life.

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 September 30, 2012 and September 30, 2011:

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		September 30,		September 30,
		2012		2011
Administrative:
Equipment	$	624,404	$	623,312
		624,404		623,312
Lakeview:
Building		56,255		56,255
Equipment		381,007		381,007
Mill		1,539,282		1,539,282
		1,976,544		1,976,544
Warren:
Building		379,960		379,960
Equipment		275,742		275,742
		655,702		655,702
Total		3,256,650		3,255,558
Less:  Accumulated Depreciation		(1,844,749)		(1,675,106)
Property, Plant & Equipment, net	$	1,411,901	$	1,580,452

Depreciation expense was $169,643 for fiscal 2012, and $177,100 for fiscal 2011.

During the fourth quarter of fiscal 2011, the Company disposed of certain obsolete assets with a historical cost of $40,693 and accumulated depreciation of $37,856.  The Company recorded a loss of $2,837 on this asset disposition.  There were no dispositions of property and equipment during fiscal 2012.

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.

NOTE 6:   MINERAL AND MINING PROPERTIES

At September 30, 2012, the Company had interests in 271 properties or claims in the western half of the United States, which are the primary focus of operations.

Northwestern United States

Silver Valley, Idaho

Shoshone Group

This mineral property grouping owned by the Company consists of 5 patented lode mining claims covering 96 acres situated in the St. Joe Mining District, Shoshone County, Idaho. The 5 patented claims were acquired in 1970 from an outside party for $2,500 in cash and 100,000 shares of common stock.   The cost of the property, $17,500, was expensed in prior years as an exploration expense.

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Campbell Midvale Group

This mineral property group acquired by the Company in 2012 consists of 10 patented (surface only) mining claims in the Burke Mining District of Shoshone County.  The cost of the property was $66,667.

Lakeview District, Idaho

Idaho Lakeview, Keep Cool Group and Weber Group

The Company acquired the Lakeview and Keep Cool mining properties consisting of nine patented and 14 unpatented lode claims through the issuance of 3,126,700 shares of its common stock during 1985.  The total cost of the properties, $344,690, is included in the financial statements under mining properties.

During 2006, the Company made improvements to the land to be more accessible as well as usable.  The total cost of the $68,472 was capitalized.  During fiscal 2011, the Company issued 100,000 shares of common stock valued at $10,000 in exchange for three acres contiguous with its Lakeview mining properties.  These amounts are components of the total cost of the properties of $344,690 discussed above. See Note 9.

In 1999, the Company acquired the Weber group for 100,000 shares of its common stock consisting of six patented and 10 unpatented lode mining claims located in the Lakeview Mining District, Bonner County, Idaho.  In addition, $125 cash was paid and 100 shares of common stock were issued to acquire a pit fraction within the same location.  The cost of the property was expensed in prior years as an exploration expense.

Drumheller Group

The Company owns six patented claims consisting of 111 acres which are adjoining and lying south of the Idaho Lakeview claims on an extension of the Hewer vein.  The Company originally issued 109,141 shares of its common stock to acquire these claims in February 1984.

During 2006, the Company sold the Drumheller Group of claims to an unrelated party in exchange for cash of $30,000 and a promissory note for $120,000.  During 2009, due to non-payment of the note receivable, the Company received a Quitclaim Deed releasing the property that was the collateral of the note receivable.  The Company determined the fair value of the reclaimed property to be $131,553 which is included in the financial statements under mining properties.

Auxer Mine

The Auxer Mine, consisting of 2 unpatented claims covering 40 acres, was acquired by the Company in 2003 for 50,000 shares of common stock.  The cost of the property, $7,500, is included in the financial statements under mining properties until such time as the Company’s outside study on the property’s reserves, if any, is completed.

Talache Group

The Company acquired, for 150,000 shares of its common stock, 2 unpatented lode mining claim covering 40 acres during 2003.  The cost of the former mining property, $22,500, is included in the financial statements under Mining Properties until such time as the Company’s outside study on the related property’s reserves, if any, is completed.

Warren District, Idaho

Rescue Gold Mine

The Company holds 82 unpatented mining claims and 2 unpatented mill-site claims covering 1,720 acres in central Idaho.  There is a 120 ton per day mill complete with a Knelson Gold Concentrator on the mill-site claims.  The carrying value of this property (after a recorded impairment charge of $300,000) is $457,532 and is included in the financial statements under mining properties.

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Marshall Mountain District, Idaho

Kimberly Gold Mine

The Company holds 24 unpatented mining claims covering 480 acres in central Idaho.  The mine consists of 10 separate tunnels which explore 8,798 feet of previously producing workings.  The carrying valaue of this property (after a recorded impairment charge of $400,000) is $527,595 and is included in the financial statements under mining properties.

Other Northern Idaho and Montana

Silver Strand Mine

On December 22, 2011, the Company completed the purchase of the Silver Strand Mine, consisting of 15 unpatented mining claims in Kootenai County, Idaho for a cash payment of $120,000 and the additional sum of $880,000 payable as a 20% net profits royalty interest from the property’s production.

Regal Mine

In exchange for 100,000 shares of its common stock, the Company acquired four contiguous unpatented lode mining claims covering 80 acres located in the Moyie-Yaak Mining District of Boundary County, Idaho during 2003.  The cost of the former mining property, $15,000, is included in the financial statements as mineral and mining properties.

Stillwater Extension Claims

The Company acquired, for 100,000 shares of its common stock, 10 unpatented lode mining claims covering 200 acres located along the J-M Reef of the Stillwater Complex of south central Montana during 2003.  The cost of the properties, $15,000, has been expensed in prior years as an exploration expense.

Princeton Gulch Claims

During 2006, the Company made a partial payment of $13,000 toward the purchase of four unpatented placer claims and two unpatented lode claims.  These claims in aggregate cover 120 acres and are located in Granite County, Montana.  The payment of $13,000 was included in exploration expenses in a prior year.

Montgomery Mine Group

During fiscal 2011, the Company received $50,000 related to the sale to an unrelated party of its Montgomery claims.  The entire proceeds of $50,000 were accounted for as gain and presented under the caption “Net gain on the sales of lode claims” on the Company’s statements of operations. ��See Note 12.

Wenatchee District, Washington

Shaft Claims

The Company holds 19 unpatented mining claims covering 380 acres in central Washington.   The claims are located within the heart of the Wenatchee Gold Belt.

Southwestern United States

Western Gold

The Company acquired, for 100,000 shares of stock, 13 unpatented lode mining claims covering 240 acres located in the Oatman Mining District of Mojave County, Arizona during 2003.  The cost of the properties, $15,000, has been expensed in prior years as an exploration expense.

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Gold Road Claims

The Company acquired, for 10,000 shares of stock, 16 unpatented lode mining claims covering 320 acres located in Mohave County, Arizona during 2003.  The cost of the properties, $1,500, has been expensed in prior years as an exploration expense.

Cerro Colorado Group

During 2004, the Company acquired three unpatented lode claims covering 60 acres located in the Cerro Colorado Mining District of Pima County, Arizona.  The cost of the properties, $1,500, has been expensed in prior years as an exploration expense.

Mexico Properties

Sonora Mexico Mining Properties

Shoshone has an interest in several other Mexican exploration projects which the Company does not currently consider to be material.

NOTE 7:   NOTES RECEIVABLE

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 Company’s interest in the Bilbao concessions in Zacatecas, Mexico was included in this sale.   In exchange for the stock and its interest in the Bilbao concessions, the Company received net cash proceeds of $2,497,990 and a non-interest bearing note receivable for $2,500,000.

A discounted payment of $450,000 was made on the note 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 imputes interest at a rate of 5%.  Accordingly the Company recorded a note discount of $634,637.  During fiscal 2012 and 2011, $80,424 and $76,965, respectively, of interest income was realized through the amortization of this note discount.

The balance on this note receivable (net of discount) was $1,695,248 at September 30, 2012.

NOTE 8:   INVESTMENTS

Over the years Shoshone has invested in marketable securities and in silver coins and bars.  The Company accounts for these 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 September 30, 2012:

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Investment		Quantity		Cost		Market Value
Available for Sale Securities:
Gold Crest Mines	$	525,100	$	713	$	15,753
Lucky Friday Extension		5,000		250		200
New Jersey Mining		52,857		12,686		4,757
Subtotal		582,957		13,649		20,710
Silver Coins & Bars		-		-		-
Total at September 30, 2012	$	582,957	$	13,649	$	20,710

The Company’s net annual change in accumulated other comprehensive income (loss) was $4,773 during the fiscal year ended September 30, 2012.  This change includes both adjustments for previously unrealized gains and losses on investments sold during the year and the unrealized gains and losses on the Company’s available-for-sale investments that are still held by the Company.   The $4,773 is recorded on Shoshone’s statements of operations as other comprehensive income and the change is reflected in the change in accumulated other comprehensive income on Shoshone’s balance sheets from September 30, 2011 to September 30, 2012.

The following summarizes the investments at September 30, 2011:

Investment		Quantity		Cost		Market Value
Available for Sale Securities:
Gold Crest Mines	$	550,100	$	713	$	5,501
Lucky Friday Extension		5,000		250		325
Merger Mines		10,000		1,400		1,500
New Jersey Mining		52,857		12,686		9,514
Subtotal		617,957		15,049		16,840
Silver Coins & Bars		61		735		1,829
Total at September 30, 2011	$	618,018	$	15,784	$	18,669

The Company’s net annual change in accumulated other comprehensive income (loss) was $54,072 during the fiscal year ended September 30, 2011.  This change includes both adjustments for previously unrealized gains and losses on investments sold during the year and the unrealized gains and losses on the Company’s available-for-sale investments that are still held by the Company.   The $54,072 is recorded on Shoshone’s statements of operations as other comprehensive income and the change is reflected in the change in accumulated other comprehensive income on  Shoshone’s balance sheets from September 30, 2010 to September 30, 2011.

NOTE 9:   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.

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Fiscal 2012 Issuances

During fiscal 2012, the Company issued 689,000 shares of common stock in exchange for services valued at $111,250.

Also during fiscal 2012, the Company issued 140,000 shares of common stock in exchange for services valued at $14,000.

During fiscal 2012, the Company issued 295,000 shares of common stock to investors for net cash proceeds of $36,225.  Also during fiscal 2012, the Company issued 1,010,000 shares of common stock to investors for $122,700.

At September 30, 2012, the Company had 666,667 shares of common stock issuable for mineral properties valued at $66,667 which were issued in the preceding few months.  See Note 12.

Fiscal 2011 Issuances

During fiscal 2011, the Company issued 100,000 shares of common stock in exchange for services valued at $19,000.

During fiscal 2011, the Company issued 176,000 shares of common stock to five of its directors in exchange for services valued at $35,200.

During fiscal 2011, the Company issued 7,816,667 shares of common stock to 14 investors for a total of $1,159,500 in cash.  For every share purchased, each investor received one non-detachable warrant to purchase one share of common stock.  260,000 warrants are exercisable at $0.20 per share and expire on March 20, 2012.  The remaining 7,556,667 warrants are exercisable at $0.25 per share and expire on August 1, 2013.

During fiscal 2011, the Company issued a total of 136,000 shares of common stock to various vendors in exchange for exploration expenses valued at $13,600.

During fiscal 2011, the Company issued 100,000 shares of common stock in exchange for mineral properties valued at $10,000.

During fiscal 2011, the Company issued 100,000 shares of common stock in exchange for prepaid mining claim lease expense valued at $10,000.

NOTE 10:   TREASURY STOCK

The Company held 812,986 shares of treasury stock at September 30, 2012 and September 30, 2011.  During fiscal 2012, the Company had no treasury stock transactions.

During fiscal 2011, the Company sold 40,000 treasury shares for cash of $5,694.  The treasury shares had a cost of $0.11 per share.

During fiscal 2011, the Company issued 36,000 treasury shares in exchange for services valued at $5,040.  The treasury shares had a cost of $0.12 per share.

During fiscal 2011, the Company purchased 70,000 treasury shares at a cost of $9,396, or $0.13 per share.

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NOTE 11:   STOCK OPTIONS AND WARRANTS

During fiscal 2011, the Company issued 7,816,667 non-detachable warrants to purchase an equal number of the Company’s common stock in connection with the sale of 7,816,667 shares in private placements.  260,000 warrants, which were exercisable at $0.20 per share, expired on March 20, 2012.  The remaining 7,556,667 warrants are exercisable at $0.25 per share and expire on August 1, 2013.

NOTE 12:   NON-MONETARY EXCHANGES

During fiscal 2012, the Company agreed to issue 666,667 shares of its common stock to acquire three patented mining claims (“the Scheller claims”) in Shoshone County, Idaho.  In the month after receiving the Scheller claims, the Company traded them together with its Bullion Group claims in exchange for seven patented surface only claims (“the Campbell Midvale claims”) located in Shoshone County.  At September 30, 2012, the Company had not yet issued the aforementioned shares of its common stock.

During fiscal 2011, the Company exchanged its 50% unencumbered interest in a commercial building in Coeur d’Alene, 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.  Subsequently, at the end of fiscal 2011, the Company sold these patented load claims for $225,000 and recorded a $50,000 gain.

NOTE 13:   SETTLEMENT OF LEGAL MATTERS

On September 30, 2012, Shoshone entered into a release and settlement with a former employee (“Beggs”).  Under the terms of the agreement, Shoshone agreed to pay Beggs $220,000 as follows: a cash payment of $95,000 within seven days of closing; and a promissory note in the amount of $125,000 to be paid in equal monthly installments of $11,206.10, commencing on October 12, 2012.  The promissory note bears interest at the rate of 12% per annum, matures in 12 months, and is secured by certain mineral property assets.

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, which are included under the caption “net income (loss) on settlement of lease dispute” in the Company’s statements of operations.

NOTE 14:   COMMITMENTS & CONTINGENCIES

Environmental Issues

The Company is engaged in mineral exploration 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.

The Company incurs certain annual fees, which may vary, associated with maintaining its various claims and properties as follows:

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		Claim		Property		Lease
Property		Fees		Taxes		Payments
Idaho Lakeview, Weber, Keep Cool & Drumheller	$	3,360	$	9,128	$	-
Auxer		280		-		-
Talache		280		-		-
Shoshone		-		164		-
Campbell Midvale		-		*		-
Regal		560		-		-
Silver Strand		2,100		-		-
Stillwater Extension Claims		1,400		-		-
Princeton Gulch Group		840		-		-
Western Gold		1,820		-		-
Gold Road		2,240		-		-
Cerro Colorado		420		-		-
Rescue Gold Mine Claims		11,760		-		-
Kimberly Gold Mine Claims		3,360		-		-
New Claims 2001		1,960		-		-
Shaft Claims		2,660		-		-
	$	33,040	$	9,292	$	-

* No property taxes were paid by the Company in fiscal 2012 due to the acquisition of claims late in fiscal year.

The Company expects to incur claim fees in the estimated range of $30,000 - $50,000 per annum during the next five years.

NOTE 15:   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.

Bohica Transaction

On November 6, 2012, Shoshone acquired all of the outstanding shares of Bohica Mining Corp. (“Bohica”), a Colorado corporation with assets in the San Francisco Mining District in Beaver County, Utah.  The properties owned by Bohica consist of a 50% interest in the past producing Imperial Mine (7 patented claims) and a 100% interest in the 55 unpatented mining claims adjacent to the Imperial Mine.

In the acquisition transaction, Shoshone issued 6.2 million shares of its common stock (valued at $558,000) for all of the common stock of Bohica.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANICAL DISCLOSURE.

None

ITEM 9A.          CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this annual report on Form 10-K, an evaluation was performed under the supervision and with the participation of Shoshone Silver/Gold Mining Company’s management including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operating of the Company’s 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 September 30, 2012.  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 Company’s management concluded, as of the end of the period covered by this report, that the Company’s 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 Commission’s rules and forms. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.  Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Management’s Report on Internal Control Over Financial Reporting

Management of Shoshone Silver Mining Company is responsible for establishing and maintaining adequate internal control over financial reporting.  The Company’s internal control over financial reporting is a process, under the supervision of the Chief Executive Officer and the Chief Financial Officer, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles (GAAP).  Internal control over financial reporting includes those policies and procedures that:

·   Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s assets;

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

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

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management conducted an assessment of the effectiveness of our internal control over financial reporting as of September 30, 2012, based on criteria set forth in the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). During its assessment of internal control over financial reporting, the Company’s management identified the following as of September 30, 2012.

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Based on the context in which these deficiencies occur, management concludes that the deficiencies in aggregate represent significant deficiencies in our control over financial reporting:

· Inadequate segregation of duties over certain financial controls; and

· One instance of a material contract that was executed and was not properly disclosed.

Taken together, these significant deficiencies represent a material weakness which is defined as a reasonable possibility that a material misstatement of financial statements will not be presented or detected on a timely basis by the Company’s internal controls. Management believes that the material weakness set forth above did not have an effect on our financial results.

In the period following September 30, 2012, the Company has implemented initiatives aimed at addressing and removing these deficiencies.  We deem it important to note that a material weakness suggests that a misstatement could occur.  We also note that there were no instances of financial statement misstatement in the Company’s September 30, 2012 audited financial statements.

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.  We were not required to have, nor have we, engaged our independent registered public accounting firm to perform an audit of internal control over financial reporting pursuant to the rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

Changes in Internal Control Over Financial Reporting

During the period ended September 30, 2012,  there has been no change in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. During the period ended September 30, 2012, there was a structural change in the Company’s management, however, there was no change in internal control.

ITEM 9B.          OTHER INFORMATION.

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The following table sets forth information concerning our directors and executive officers.

NAME	AGE	POSITION
Gregory Smith	50	Chairman and Director
Howard Crosby	60	President and Director
John Ryan	50	VP, CFO and Director
Don Rolfe	75	Director
John Reynolds	62	Director

Set forth below is certain additional information with respect to the directors and executive officers.

Mr. Greg Smith was appointed chairman of Shoshone in March 2012. He has been involved in the energy, merchant banking and resources business for more than 20 years.  He has served as the executive chairman and chief executive officer of International Consolidated Minerals Inc., a company which he founded and which is traded on the AIM of the London Stock Exchange.  Mr. Smith has served as executive chairman of Petrolatina Energy PLC, an AIM listed company, and has served as the managing partner in TVL, a company that specializes in raising private capital for the energy and mining sectors.  He is also a founder of Texas Energy Advisors.

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Mr. Howard Crosby was appointed president and chief executive officer of Shoshone in March 2012.  He is the president and a director of Independence Resources PLC.  He has founded or co-founded Cadence Resources, High Plains Uranium, Western Goldfields, Inc., Metalline Mining Company, U.S. Silver Corporation, and White Mountain Titanium.  He has served as a senior executive and director of a number of public companies.  He is the president of Crosby Enterprises, a closely held family investment company for more than 20 years. Mr. Crosby has extensive experience in corporate finance and strategic planning.

Mr. John Ryan was appointed vice president and chief financial officer of Shoshone in March 2012.  He is the chief executive officer of Black Mountain Resources and the chief executive officer of Independence Resources PLC.  He has founded or co-founded Royal Silver Mines, Inc., Metalline Mining Company, High Plains Uranium, Western Goldfields, Inc., U.S. Silver Corporation, and White Mountain Titanium. He has served as a senior executive and director of a number of public companies. Mr. Ryan holds a bachelors degree in mining engineering from University of Idaho and a juris doctor degree from Boston College.

Mr. Don Rolfe is a graduate of the Montana School of Mines, and a seasoned mine engineer with over 30 years of industry management experience.  He has extensive experience with a variety of minerals; including silver, gold, bentonite clay, phosphate, uranium and tungsten, built during his tenure with some of the leading US mining companies, including Anaconda, Hecla, Union Carbide, Homestake.  Mr. Rolfe has recently served as president and director of Kimberly Gold Mines, Inc.

Mr. John Reynolds is a geologist and geophysicist. He is the principal owner of Durango Geophysical Operations, Inc. and of Bohica Mining Corp. He has served as the vice president – operations for Phoenix Geophysics in Denver, and serves as a director of Consolidated Goldfields Corporation.  Mr. Reynolds has managed successful operations for natural resource companies on five continents under a myriad of field conditions.

ITEM 11.           EXECUTIVE COMPENSATION.

Name	Fees earned or paid in cash ($)	Stock awards ($)	Option awards ($)	Non-equity incentive plan compensation ($)	Nonqualified deferred compensation earnings ($)	All other Compensation ($)	Total ($)
Carol Stephan	262,800	80,565	-	-	-	-	$           343,365

During fiscal 2012, the Company paid its departing officer/directors received cash severance payments totaling $407,500 and also issued to them 516,000 shares of its common stock  for past services valued at $82,260.  Only one departing officer/director (Carol Stephan) received more than $100,000 in executive compensation during the fiscal year 2012.

During the last six months of fiscal 2012, we replaced our board of directors and our executive management. Neither our new principal executive officer nor our new board members received any compensation.

The Company has no stock option plans and has not issued any options or warrants to any of its employees or directors.  The Company has no employment agreements with any of its officers.

During fiscal 2011, we paid our principal executive officer $16,077.  No executive officers were paid in excess of $100,000.

During fiscal 2011, we issued 176,000 shares of common stock to five of our directors in exchange for services valued at $35,200.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

As of September 30, 2012, there was no beneficial owner of five percent or more of our common stock.  None of our directors or executive officers was the beneficial owner of one percent or more of our common stock.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

During the previous two fiscal years there have been no transactions between us, or the Company’s subsidiary on the one hand, and any officer, director or principal shareholder on the other, except as discussed in Item 7.  The Company’s chief financial officer is the chief executive officer of Black Mountain Resources. See Item 7.

ITEM 14.           PRINCIPAL ACCOUNTING FEES AND SERVICES.

The Company paid audit and review fees to MartinelliMick PLLC of $24,219 during fiscal 2012 and $34,055 during fiscal 2011.

PART IV

ITEM 15.           EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

		Incorporated by reference			Filed
Exhibit	Document Description	Form	Date	Number	herewith
2.1.1	Articles of Incorporation.	10-SB	2/15/01	2.1(A)
2.1.2	Certificate of Amendment of Articles of Incorporation dated January 21, 1970.	10-SB	2/15/01	2.1(B)
2.1.3	Certificate of Amendment of Articles of Incorporation dated November 17, 1969.	10-SB	2/15/01	2.1(B)
2.1.4	Articles of Amendment to the Articles of Incorporation dated August 12, 1983.	10-SB	2/15/01	2.1(B)
2.1.5	Articles of Amendment to the Articles of Incorporation dated May 15, 1998.	10-SB	2/15/01	2.1(B)
2.2	Bylaws.	10-SB	2/15/01	2.2
10.1	Office Lease between the Company and Shoshone Business Center, Inc. dated November 1, 2004.	10-KSB	8/03/06	10.1
10.2	Mining Lease and Agreement between the Company and Chester Mining Company, Inc. dated March 25, 2004.	10-KSB	8/03/06	10.2
10.3	Martin Sutti declaration of conditional transfer of certain mining concessions dated May 12, 2004.	10-KSB	8/03/06	10.3
10.5	Bilbao Indemnity and Guarantee Agreement.	10-K	1/13/09	10.5
10.6	Bilbao Stock Purchase Agreement.	10-K	1/13/09	10.6
10.7	The Amending Agreement to the Stock Purchase Agreement and Indemnity and Guarantee Agreement.	10-K	1/12/10	10.7
10.8	Iola Corporation Lease and Option Agreement.	10-K	1/12/10	10.8
10.9	Silver King LTD Lease and Option Agreement.	10-K	1/12/10	10.9
10.10	Camp Project Lease.	10-K	12/27/10	10.10
10.11	Iola Corporation Lease and Option Agreement dated June 2011.	10-K	12/23/11	10.11
10.12	Silver King LTD Lease and Option Agreement dated June 2010.	10-K	12/23/11	10.12

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31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X
32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive Officer.				X
32.2	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Financial Officer.				X
99.1	Map of Lakeview Group.	10-KSB/A	12/03/07	99.1
99.2	Map of Shoshone Group and Bullion Group.	10-KSB/A	12/03/07	99.2
99.3	Map of Auxer Property.	10-KSB/A	12/03/07	99.3
99.4	Map of Lucky Joe Property.	10-KSB/A	12/03/07	99.4
99.5	Map of Regal Mine.	10-KSB/A	12/03/07	99.5
99.6	Map of Stillwater Extension Claims.	10-KSB/A	12/03/07	99.6
99.7	Map of Montgomery Mine.	10-KSB/A	12/03/07	99.7
99.8	Map of Arizona Gold Fields Claims.	10-KSB/A	12/03/07	99.8
99.9	Map of California Creek Property.	10-KSB/A	12/03/07	99.9
99.10	Map of Princeton Gulch Group.	10-KSB/A	12/03/07	99.10
99.11	Map of Cerro Colorado Group.	10-KSB/A	12/03/07	99.11
99.12	Map of Bilbao-Mexico Property.	10-KSB/A	12/03/07	99.12
99.13	Map of North Osburn Property.	10-K	4/15/08	99.13
99.14	Maps of Iola Group Claims Lease, Silver King LTD Lease, Rescue Gold Mine and Kimberly Gold Mine.	10-K	1/12/10	99.14
99.15	Map of Shaft Claims.	10-K	1/12/10	99.15
99.16	Map of Camp Project Claims.	10-K	12/27/10	99.16
101.INS	XBRL Instance Document.				X
101.SCH	XBRL Taxonomy Extension – Schema.				X
101.CAL	XBRL Taxonomy Extension – Calculations.				X
101.DEF	XBRL Taxonomy Extension – Definitions.				X
101.LAB	XBRL Taxonomy Extension – Labels.				X
101.PRE	XBRL Taxonomy Extension – Presentation.				X

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SIGNATURES

In accordance with Section 13 or 15 (d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, dated this 3rd day of January, 2013.

SHOSHONE SILVER/GOLD MINING COMPANY
(the “Registrant”)
BY:	HOWARD CROSBY
	Howard Crosby
	President and Principal Executive Officer
BY:	JOHN RYAN
	John Ryan
	Principal Financial Officer, Principal Accounting Officer and Treasurer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following people on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
HOWARD CROSBY	President and Principal Executive Officer	January 3, 2013
Howard Crosby
JOHN RYAN	Vice President and Principal Financial Officer	January 3, 2013
John Ryan

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EXHIBIT INDEX

		Incorporated by reference			Filed
Exhibit	Document Description	Form	Date	Number	herewith
2.1.1	Articles of Incorporation.	10-SB	2/15/01	2.1(A)
2.1.2	Certificate of Amendment of Articles of Incorporation dated January 21, 1970.	10-SB	2/15/01	2.1(B)
2.1.3	Certificate of Amendment of Articles of Incorporation dated November 17, 1969.	10-SB	2/15/01	2.1(B)
2.1.4	Articles of Amendment to the Articles of Incorporation dated August 12, 1983.	10-SB	2/15/01	2.1(B)
2.1.5	Articles of Amendment to the Articles of Incorporation dated May 15, 1998.	10-SB	2/15/01	2.1(B)
2.2	Bylaws.	10-SB	2/15/01	2.2
10.1	Office Lease between the Company and Shoshone Business Center, Inc. dated November 1, 2004.	10-KSB	8/03/06	10.1
10.2	Mining Lease and Agreement between the Company and Chester Mining Company, Inc. dated March 25, 2004.	10-KSB	8/03/06	10.2
10.3	Martin Sutti declaration of conditional transfer of certain mining concessions dated May 12, 2004.	10-KSB	8/03/06	10.3
10.5	Bilbao Indemnity and Guarantee Agreement.	10-K	1/13/09	10.5
10.6	Bilbao Stock Purchase Agreement.	10-K	1/13/09	10.6
10.7	The Amending Agreement to the Stock Purchase Agreement and Indemnity and Guarantee Agreement.	10-K	1/12/10	10.7
10.8	Iola Corporation Lease and Option Agreement.	10-K	1/12/10	10.8
10.9	Silver King LTD Lease and Option Agreement.	10-K	1/12/10	10.9
10.10	Camp Project Lease.	10-K	12/27/10	10.10
10.11	Iola Corporation Lease and Option Agreement dated June 2011.	10-K	12/23/11	10.11
10.12	Silver King LTD Lease and Option Agreement dated June 2010.	10-K	12/23/11	10.12
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X
32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive Officer.				X
32.2	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Financial Officer.				X
99.1	Map of Lakeview Group.	10-KSB/A	12/03/07	99.1
99.2	Map of Shoshone Group and Bullion Group.	10-KSB/A	12/03/07	99.2
99.3	Map of Auxer Property.	10-KSB/A	12/03/07	99.3
99.4	Map of Lucky Joe Property.	10-KSB/A	12/03/07	99.4
99.5	Map of Regal Mine.	10-KSB/A	12/03/07	99.5
99.6	Map of Stillwater Extension Claims.	10-KSB/A	12/03/07	99.6
99.7	Map of Montgomery Mine.	10-KSB/A	12/03/07	99.7
99.8	Map of Arizona Gold Fields Claims.	10-KSB/A	12/03/07	99.8
99.9	Map of California Creek Property.	10-KSB/A	12/03/07	99.9
99.10	Map of Princeton Gulch Group.	10-KSB/A	12/03/07	99.10
99.11	Map of Cerro Colorado Group.	10-KSB/A	12/03/07	99.11
99.12	Map of Bilbao-Mexico Property.	10-KSB/A	12/03/07	99.12
99.13	Map of North Osburn Property.	10-K	4/15/08	99.13
99.14	Maps of Iola Group Claims Lease, Silver King LTD Lease, Rescue Gold Mine and Kimberly Gold Mine.	10-K	1/12/10	99.14

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99.15	Map of Shaft Claims.	10-K	1/12/10	99.15
99.16	Map of Camp Project Claims.	10-K	12/27/10	99.16
101.INS	XBRL Instance Document.				X
101.SCH	XBRL Taxonomy Extension – Schema.				X
101.CAL	XBRL Taxonomy Extension – Calculations.				X
101.DEF	XBRL Taxonomy Extension – Definitions.				X
101.LAB	XBRL Taxonomy Extension – Labels.				X
101.PRE	XBRL Taxonomy Extension – Presentation.				X

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