UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A-2
| [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.
REASON FOR AMENDMENT
On September 6, 2013, the SEC issued 1 comment with respect to our Controls and Procedures. This amendment includes revisions to Part II, Item 9A. – Controls and Procedures to reflect that our internal control over financial reporting was not effective as of September 30, 2012.
FORM 10-K
For the Fiscal Year Ended September 30, 2012
| Page | ||
| Controls and Procedures. | 3 | |
| Exhibits and Financial Statement Schedules. | 4 | |
| 6 | ||
| 7 | ||
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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 not 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. Accordingly, our internal control over financial reporting was not effective as of September 30, 2012. 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.
| 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 | |
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| 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 | |
| 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. | ||||
| 101.SCH | XBRL Taxonomy Extension – Schema. | ||||
| 101.CAL | XBRL Taxonomy Extension – Calculations. | ||||
| 101.DEF | XBRL Taxonomy Extension – Definitions. | ||||
| 101.LAB | XBRL Taxonomy Extension – Labels. | ||||
| 101.PRE | XBRL Taxonomy Extension – Presentation. |
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In accordance with Section 13 or 15 (d) of the Exchange Act, the registrant caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized, dated this 20th day of September, 2012.
| 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 amended 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, Principal Executive Officer and Director | September 20, 2013 |
| Howard Crosby | ||
| JOHN RYAN | Vice President, Principal Financial Officer and Director | September 20, 2013 |
| John Ryan | ||
| Director | September ___, 2013 | |
| Gregory Smith |
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| 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. | ||||
| 101.SCH | XBRL Taxonomy Extension – Schema. | ||||
| 101.CAL | XBRL Taxonomy Extension – Calculations. | ||||
| 101.DEF | XBRL Taxonomy Extension – Definitions. | ||||
| 101.LAB | XBRL Taxonomy Extension – Labels. | ||||
| 101.PRE | XBRL Taxonomy Extension – Presentation. |
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