PINX:ISLV International Silver, Inc. Quarterly Report 10-Q Filing - 6/30/2012

Effective Date 6/30/2012

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10 – Q
 
(MARK ONE)
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
for the quarterly period ended June 30, 2012
 
OR
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
FOR THE TRANSITION PERIOD FROM _________ TO _________
 
INTERNATIONAL SILVER, INC.
(Exact name of registrant as specified in its charter)

Arizona
(State or other jurisdiction of incorporation or organization)
 
333-147712
 
86-0715596
(Commission File Number)
 
(IRS Employer Identification Number)
 

5210 E. Williams Circle, Suite 700
Tucson, Arizona 85711
(Address of principal executive offices including zip code)
 
(520) 889-2040
(Registrant's telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 o

Indicate by check mark whether the registrant has submitted electronically or posted on its Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Paragraph 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 o No o

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 "small reporting company" in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
o
Accelerated filer
o
Non–Accelerated filer
o
Smaller reporting company
x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS.
 
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12,13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o

APPLICABLE ONLY TO CORPORATE ISSUERS:
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
 
Class
 
Shares Outstanding at November August  9, 2012
Common Stock, $0.0001 Par Value
 
36,780,828
 
Exhibit Index located at page 41
 


 
 

 
 
     
Page
 
PART 1 – FINANCIAL INFORMATION
         
Item 1
FINANCIAL STATEMENTS
     
         
 
Consolidated Financial Statements:
   
4
 
           
 
Balance Sheets
   
5
 
           
 
Statement of Operations
   
6
 
           
 
Statement of Cash Flows
   
7
 
           
 
Supplemental Disclosures of Non-cash Financing Activities:
   
8
 
           
 
Unaudited Interim Condensed Consolidated Statement of Shareholders' Equity
   
 
 
           
 
Notes To The Financial Statements
   
9
 
           
Item 2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATIONS
   
30
 
           
Item 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   
36
 
           
Item 4
CONTROLS AND PROCEDURES
   
37
 
           
PART II – OTHER INFORMATION
           
Item 1
LEGAL PROCEEDINGS
   
38
 
           
Item 1A
RISK FACTORS
   
38
 
           
Item 2
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
   
38
 
           
Item 3
DEFAULTS UPON SENIOR SECURITIES
   
38
 
           
Item 4
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
   
38
 
           
Item 5
OTHER INFORMATION
   
38
 
           
Item 6
EXHIBITS
   
 
 
 
 
2

 
 
SEALE AND BEERS, CPAs
PCAOB & CPAB REGISTERED AUDITORS
www.sealebeers.com
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Board of Directors
International Silver, Inc.
(A Development Stage Company)

We have reviewed the accompanying condensed consolidated balance sheet of International Silver, Inc. as of June 30, 2012, and the related condensed consolidated statements of operations for the three-month and six-month period(s) ended June 30, 2012 and for the period from inception on June 16, 2006 through June 30, 2012, and condensed consolidated statements of cash flows for the six-month periods then ended and for the period from inception on June 16, 2006 through June 30, 2012. These interim financial statements are the responsibility of the Corporation's management.
 
We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for the financials and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
 
Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.
 
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note A to the financial statements, the Company has no revenues, has negative working capital at June 30, 2012, has incurred recurring losses and recurring negative cash flow from operating activities, and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern.  Management's plans concerning these matters are also described in Note A.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 
Seale and Beers, CPAs
Las Vegas, Nevada
August 10, 2012
 
5O S, Jones Blvd Suite 202 Las Vegas, NV 89107 Phone: (888)727-8251 Fax: (888)782-2351
 
 
3

 
 
International Silver, Inc.

(An Exploration Stage Company)


Condensed Consolidated Financial Statements


For The Six Months Ended June 30, 2012
(Unaudited)

and

For the Year Ended December 31, 2011
(Audited)
 
 
4

 
 
International Silver, Inc.
   
(An Exploration Stage Enterprise)
   
Unaudited Interim Condensed Consolidated Balance Sheets
 
   
As At
 
   
June 30,
   
December 31,
 
   
2012
   
2011
 
   
(Unaudited)
   
(Audited)
 
ASSETS
CURRENT ASSETS
           
Cash
  $ 1,582,651     $ 1,913  
Due from related parties - Note K
    63       299  
Prepaid rent - related party - Note C
    9,500       -  
Prepaid expenses - Note C
    54,381       43,762  
Total Current Assets
  $ 1,646,595     $ 45,974  
                 
PROPERTY, PLANT AND EQUIPMENT- Note E
               
Mineral properties - Note D
  $ 47,500     $ -  
Equipment
    3,357       -  
Computer equipment
    790       790  
    $ 51,647     $ 790  
Accumulated depreciation
    (151 )     (72 )
    $ 51,496     $ 718  
Other Assets
               
Deposit toward investment - Note N
  $ 110,000     $ -  
Refundable deposit
    14,406          
 
  $ 124,406     $ -  
                 
TOTAL ASSETS
  $ 1,822,497     $ 46,692  
 
               
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
               
Accounts payable
  $ 20,434     $ 17,311  
Payroll taxes payable
    59,903       28,264  
Accrued expenses
    162,982       68,775  
Due to related parties - Note K
    23,551       25,566  
Note payable - Note G
    -       27,337  
Total Current Liabilities
  $ 266,870     $ 167,253  
                 
LONG-TERM LIABILITIES
               
Convertible notes payable - Note H
  $ 2,053,668     $ -  
 
  $ 2,053,668     $ -  
                 
Total Liabilities
  $ 2,320,538     $ 167,253  
                 
SHAREHOLDERS' EQUITY - Note J
               
Common stock
               
authorized shares  - 500,000,000
               
par value  $0.0001 per share
               
issued & o/s at 12/31/11 -  36,780,828
               
issued & o/s at 06/30/12 -  36,780,828
  $ 3,678     $ 3,678  
Additional paid-in capital
    3,083,713       2,505,935  
Accumulated deficit prior to exploration stage
    (176,034 )     (176,034 )
Accumulated deficit during exploration stage
    (3,409,398 )     (2,454,140 )
Total Shareholders' Equity
  $ (498,041 )   $ (120,561 )
                 
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY
  $ 1,822,497     $ 46,692  
 
See accompanying notes to the condensed consolidated financial statements
 
 
5

 
 
International Silver, Inc.
(An Exploration Stage Enterprise)
Unaudited Interim Condensed Consolidated Statement of Income
 
   
Three Months Ended
   
Six Months Ended
   
Inception
(June 16, 2006)
 of Exploration
Stage through
 
   
June 30,  2012
   
June 30,  2011
   
June 30,  2012
   
June 30,  2011
   
(June 30, 2012)
 
                               
REVENUES
                             
  Consulting-third parties
  $ -     $ -     $ -     $ -     $ 44,199  
  Consulting-related parties
    -       5,500       -       5,500       397,090  
Total Revenues
  $ -     $ 5,500     $ -     $ 5,500     $ 441,289  
 
                                       
Operating Expenses
                                       
  Exploration costs
  $ 43,635     $ 30,682     $ 94,279     $ 43,604     $ 461,036  
  General and administration
                                       
     Rent expense - related party
    28,500       25,500       57,000       27,000       229,958  
     Bad debt expense
    -       -       -       -       41,860  
     All other general & administrative
    358,306       218,974       654,556       285,180       2,677,876  
  Depreciation and depletion
    39       -       79       -       906  
    Total operating expenses
  $ 430,480     $ 275,156     $ 805,914     $ 355,784     $ 3,411,636  
                                         
    Operating Income/(Loss)
  $ (430,480 )   $ (269,656 )   $ (805,914 )   $ (350,284 )   $ (2,970,347 )
                                         
Other Income/(Expense)
                                       
  Gain on Settlement of Debt
  $ -     $ -     $ -     $ -     $ 1,678,634  
  Impairment loss
    -       (1,564,900 )     -       (1,564,900 )     (1,733,456 )
  Interest expense
    (88,808 )     (22,333 )     (149,344 )     (115,250 )     (384,229 )
    Total other income/(expense)
  $ (88,808 )   $ (1,587,233 )   $ (149,344 )   $ (1,680,150 )   $ (439,051 )
                                         
   Net Income/(Loss)
  $ (519,288 )   $ (1,856,889 )   $ (955,258 )   $ (2,030,434 )   $ (3,409,398 )
                                         
Basic Earnings per Share
                                       
Income/(Loss) per Share
  $ (0.01 )   $ (0.06 )   $ (0.03 )   $ (0.07 )        
                                         
Weighted Average Shares Outstanding
    36,780,828       28,581,753       36,780,828       28,581,783          
 
See accompanying notes to the condensed consolidated financial statements
 
 
6

 
 
International Silver, Inc.
(An Exploration Stage Enterprise)
Unaudited Interim Condensed Consolidated Statement of Cash Flows
 
   
Six Months Ended
   
Inception
(June 16,  2006)
of Exploration
Stage through
 
   
June 30, 2012
   
June 30, 2011
   
(June 30, 2012)
 
   
 
   
 
   
(Restated)
 
CASH FLOWS FROM OPERATING ACTIVITIES
                 
  Net Income/(Loss)
  $ (955,258 )   $ (2,030,434 )   $ (3,409,398 )
  Adjustments used to reconcile net (loss) to net cash (used) by operating activities:
                       
     Non-controlling interest in subsidiary
    -       -       (3,530 )
     Dissolution of subsidiary
    -       -       3,530  
     Depreciation and depletion
    79       -       906  
 Impairment loss
    -       1,564,900       1,733,456  
 Gain on Settlement on Debt
    -       -       (1,678,634 )
 Financing cost
    34,109       115,250       233,496  
     Issuance of common stock
                       
        In exchange for land
    -       -       30,000  
        In exchange for services
    -       -       157,000  
        In exchange for exploration costs
    -       -       55,385  
        In exchange for debt
    -       -       50,000  
     Issuance of incentive stock option grants
    -       -       396,000  
     Changes in operating assets and liabilities
                       
       Decrease/(Increase) in receivables
    236       14,989       249,598  
       Decrease/(Increase) in employee receivable
    -       -       2,317  
       Decrease/(Increase) in prepaid expenses
    (20,119 )     (12,077 )     (67,355 )
       (Decrease)/Increase in payables
    32,747       (44,270 )     90,719  
       (Decrease)/Increase in accrued expenses
    94,207       7,993       186,603  
       Net Cash Flows (used by) Operating Activities
  $ (813,999 )   $ (383,649 )   $ (1,969,907 )
                         
CASH FLOW FROM INVESTMENT ACTIVITIES
                       
  Lease/purchase option on land
  $ -     $ -     $ (90,000 )
  Purchase of land
    -       -       (90,000 )
  Purchase of equipment
    (3,357 )     -       (10,815 )
  Building improvements
    -       -       (14,822 )
  Deposits towards investment
    (110,000 )     -       (110,000 )
  Refundable deposit - reclamation bond
    (14,406 )     -       (14,406 )
  Purchase of mineral land
    (47,500 )     -       (47,500 )
       Net Cash Flows from Investment Activities
  $ (175,263 )   $ -     $ (377,543 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES
                       
  Issuance of common stock:
                       
      Net proceeds from stock issuance
  $ -     $ 1,155,000     $ 1,275,000  
      Less: Stock issuance costs
    -       (139,724 )     (139,724 )
  Sale of mining property
                       
      For treasury stock
    -       -       (30,000 )
      Exchange for securities
    -       -       (25,000 )
      Return of deed of trust - mining property
    -       -       90,000  
      Disposal of vehicle
    -       -       215  
  Third-party loan
    2,600,000       -       2,675,000  
  Debt service payments
    (30,000 )     (20,000 )     (100,000 )
  Borrowings from related parties
    -       -       152,980  
       Net Cash Flows from Financing Activities
  $ 2,570,000     $ 995,276     $ 3,898,471  
                         
  Net Increase/(Decrease) in Cash
  $ 1,580,738     $ 611,627     $ 1,551,021  
                         
  Beginning Cash Balance
  $ 1,913     $ 35,983     $ 31,630  
                         
  Ending Cash Balance
  $ 1,582,651     $ 647,610     $ 1,582,651  
 
See accompanying notes to the condensed consolidated financial statements
 
 
7

 
 
 
International Silver, Inc.
(An Exploration Stage Enterprise)
Supplemental Disclosures of Non-Cash Financing Activities
 
   
Six Months Ended
   
Exploration Stage
(June 16, 2006
through
 
   
June 30, 2012
   
June 30, 2011
   
June 30, 2012)
 
   
 
   
 
       
The Company issued shares of its common stock in exchange for the following:                  
For services rendered:
 
 
   
 
   
 
 
Director services
  $ -     $ -     $ 21,000  
Legal and professional services
    -       -       116,350  
Stock transfer agent services
    -       -       5,500  
Accounting services
    -       -       6,150  
Geology and engineering
    -       -       8,000  
Sub-total
  $ -     $ -     $ 157,000  
For land/mining property
    -       -       42,000  
For equipment
    -       -       3,000  
For exploration costs
    -       -       55,385  
For debt retirement
    -       102,361       102,361  
For contributed capital
    -       -       315,072  
Total non-cash issuances of stock
  $ -     $ 102,361     $ 674,818  
                         
Shares of common stock issuable
                       
For debt interest
  $ -     $ -     $ 16,250  
    $ -     $ -     $ 16,250  
                         
Shares of common stock cancelled
                       
Repurchase of its common stock
  $ -     $ -     $ 30,000  
                         
Issuance of incentive stock option grants
                       
Grants issued
  $ -     $ -     $ 396,000  
                         
The Company relinquished its mining property in exchange for the following:                        
For repurchase of its common stock
  $ -     $ -     $ (30,000 )
For marketable securities in another company
  $ -     $ -     $ (25,000 )
For deed of trust in the mining property
  $ -     $ -     $ 90,000  
 
See accompanying notes to the condensed consolidated financial statements
 
 
8

 
 
International Silver, Inc.
(An Exploration Stage Company)                                                                                                                                
Notes to Unaudited Interim Condensed Consolidated Financial Statements

Note A - Organization and Business

General
International Silver, Inc. (the “Company”) is an exploration stage company, as set forth in FASB ASC 915 – Development Stage Entities and “Industry Guide 7” of the Securities and Exchange Commission’s Guides for the Preparation of Registration Statements and with the Society for Mining, Metallurgy and Exploration’s “Guide for Reporting Exploration Information, Mineral Resources, and Mineral Reserves” dated March 1, 1999. The Company’s strategy consists of acquiring and exploring high-grade silver properties throughout North and South America.

The Company was incorporated in the State of Arizona, as ARX Engineering, Inc., on September 4, 1992 and then subsequently changed their corporate company name to Western States Engineering, Inc. On June 20, 2006, the Company changed its name to International Silver, Inc. in connection with its new business plan of acquisition of exploration properties, along with providing engineering services.

The Company’s business strategy consists of acquiring and exploring high-grade silver properties throughout North and South America. Contingent upon adequate funding, the Company intends to initiate a reconnaissance and exploration program in the Pioche Mining District located in Nevada, in Silver Bow County, Montana and Calico Mining District in California to identify potentially high-grade silver targets and to evaluate other properties in each of the districts for possible acquisition. The Company will continue to seek and evaluate new opportunities for exploration and/or development properties.

Key Mineral Properties
 
Prince Mine Property, Lincoln County, Nevada
The Company has entered into a lease /purchase agreement to explore and acquire the historic Prince Mine in Lincoln County, Nevada, USA. The Prince Mine is a former producer of silver, gold, lead, zinc and manganese sulfide and oxide fluxing ore.  At June 30, 2012, there are no proven and probable reserves.
 
Caselton Tailings Project
The Company has entered into a joint venture operating agreement to evaluate, remediate, reclaim and develop the Caselton Tailings that are located in the Pioche Mining District in Lincoln County, Nevada.

New Butte Mining Properties, Silver Bow County, Montana
On December 1, 2011, the Company executed a mining lease agreement on a large block of private land with mineral rights in the Butte District of Montana.  The lease provides full access for mining on the land for a term of fifty years and thereafter as long as minerals are produced.  The New Butte Properties were historically owned and operated as silver-zinc and silver-copper mines by the Anaconda Company.  The major formerly operating underground mines now held by the Company are known as the Alice, the Lexington, the Badger, the Diamond and the High One.
 
Magna Charta Property, Silver Bow County, Montana
On March 1, 2012, the Company purchased land with mineral rights situated in the County of Silver Bow, Montana under a fee simple contract.  The Company intends to pursue exploration activities commencing the third quarter, 2012.
 
 
9

 
 
Continental Public Land Trust, Silver Bow County, Montana
On April 23, 2012, the Company executed a 99-year mining lease with Continental Public land Trust with an option to purchase certain patented lode and placer mining claims, including surface rights and other interests in the County of Silver Bow, Montana.  The Company intends to pursue exploration activities commencing the third quarter, 2012.

Chattel Property. Silver Bow County Montana
On April 27, 2012, the Company entered into a purchase agreement with Chattel, LLC, a Montana limited liability company, for various parcels of land located in the County of Silver Bow, Montana.  Escrow close is expected in early August, 2012.  The Company intends to pursue exploration activities commencing the third quarter, 2012.

Calico Silver Project, San Bernardino County, California
The Calico Silver Project is located in the Calico silver mining district about 15 miles northeast of Barstow or 145 miles northeast of Los Angeles in the Mojave Desert of Southern California. The project is held for exploration with approximately 1300 acres of U.S federal lode mining claims owned in 100 percent interest by the Company.   The Company intends to maintain the claims and to continue with exploration on this project.

Condensed Financial Statements
The accompanying interim consolidated financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position for the periods ended June 30, 2012 and December 31, 2011 and results of operations for the comparative periods for the three months ended June 30, 2012 and June 30, 2011 and including the comparative periods for the six months ended June 30, 2012 and June 30, 2011 have been made. Cash flows are presented for the comparative periods June 30, 2012 and June 30, 2011.

Certain information and footnote disclosure normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed interim financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2011 audited financial statements. The results of operations for the six-month period ended June 30, 2012 are not necessarily indicative of the operating results for the full year.

Going Concern
The Company’s condensed financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. There is substantial doubt of the ability of the Company to continue as a going concern since it is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plans to obtain such resources for the Company include (1) a private placement, (2) a public offering and (3) loans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other resources of financing and attain profitable operations. The accompanying condensed financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
 
 
10

 
 
Note B - Summary of Significant Accounting Policies

Principles of Consolidation
The financial statements include the accounts of International Silver, Inc. and its three wholly owned subsidiaries, Butte Silver Mines, Inc., International Silver Nevada, Inc. and Western States Engineering, Inc. for the six months ended June 30, 2012 and June 30, 2011. The Company’s financial condition and results of operations are based on its consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States (GAAP).

Recent Accounting Pronouncements
Management has evaluated all of the recent accounting pronouncements issued since the audited financial statements and in managements’ opinion, the relevant pronouncements reviewed have no material effect on the Company’s financial statements.

Use of Estimates
Preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant areas requiring the use of management estimates include the determination of mineral ore quantities; the depletion expense calculation, if applicable; useful lives of property and equipment for depreciation; impairment valuations and calculation of any deferred taxes. Actual results may differ from those estimates, and such differences may be material to the condensed financial statements.

In management’s opinion all adjustments necessary for a fair statement of the results for the interim periods have been made, and the adjustments are of a normal recurring nature.

Concentration of Credit Risk
Our cash equivalents and prepaid expenses (and trade receivables when recorded) are exposed to concentrations of credit risk. We manage and control risk by maintaining cash with major financial institutions. Management believes that the financial institutions are financially sound and the risk of loss is low.

Concentrations and Economic Vulnerability
Concentrations and economic vulnerability include reliance on related parties. During the year 2011, 100% of the revenue was realized from a related party, which were minimal and no revenues were realized during the six months ended June 30, 2012.

During the first half of 2012, the Company negotiated additional financing (refer to Note H – Convertible Note Payable) and as a result, the entirety of the Company’s tangible property, currently owned or acquired hereafter, is collateral for the ISLV Partners, LLC note referred to in Note H.

Fair Value of Financial Instruments
Due to their short-term nature, the carrying value of our current financial assets and liabilities approximates their fair values. The fair value of our borrowings, if recalculated based on current interest rates, would not significantly differ from the recorded amounts.
 
 
11

 

Cash and Cash Equivalents
For the statement of cash flows, any liquid investments with a maturity of three months or less at the time of acquisition are considered to be cash equivalents.

Accounts Receivable
Accounts receivable are stated, net of an allowance for uncollectible accounts. At June 30, 2012 and at December 31, 2011, there were no trade receivables.  Related party receivables were $63 and $299, respectively. No allowance for uncollectible accounts was established, as management deemed the accounts as fully collectible.

Investments
Investments in marketable securities are classified under one of three methods:
 
1)   
available for sale
   
2)   
held to maturity
   
3)   
trading securities

The accounting treatment accorded any investment will depend on whether the presence of ”significant influence” over an investee exists. If the investor owns at least 20% of its common stock, then significant influence is assumed. If there is less than 20% ownership or if there is no significant influence over an investee, the investment is valued at the Fair Value Method, otherwise the Equity Method is utilized. At June 30, 2012 and December 31, 2011, the Company held securities in Continental Mining & Smelting, which are considered “available for sale” and were reported under the Equity Method.  At June 30, 2012 and December 31, 2011, the value of the Company’s investments in Continental Mining & Smelting Limited was considered impaired.  See Note F.

Mineral Development
Costs associated with the acquisition of mineral interests, in the exploration stage, are “expensed”. Mineral exploration costs are also “expensed” as incurred. Mine infrastructure development costs incurred prior to establishing proven and probable reserves are expensed. When it otherwise becomes probable that infrastructure costs will not be recoverable, they are impaired. When it has been determined that a mineral property can be economically developed, the costs incurred to develop such property, including costs to further delineate the ore body and remove overburden to initially expose the ore body, are capitalized as incurred. These costs will then be amortized using the units-of-production method over the estimated life of the ore body based on estimated recoverable ounces of proven and probable reserves.

To the extent that any development costs benefit an entire mineralized property, they are amortized over the estimated life of the property. The specific capitalized cost bases subject to depletion are calculated on a formula based on the number of tons of ore that are expected to be mined divided by the total tons in proven and probable reserves in the property. To date, no development has occurred, nor has depletion has been taken, since production has not commenced.

Mineral Interests and Property
Mineral interests include the costs of acquired mineral rights and royalty interests in production, development and exploration stage properties.

Production stage mineral interests represent interests in operating properties that contain proven and probable reserves. Development stage mineral interests represent interests in properties under development that contain proven and probable reserves. Exploration stage mineral interests represent interests in properties that are believed to potentially contain mineralized material.
 
 
12

 

Mineral interests related to mining properties in the production stage are amortized over the life of the related property using the Units of Production method in order to match the amortization with the expected underlying future cash flows. Development stage mineral interests are not amortized until such time as the underlying property is converted to the production stage. At June 30, 2012, and December 31, 2011, all mineral interests were in the exploration stage.  The Company does not have any proven and probable reserves at this time.
 
Property, Plant and Equipment
Property, plant and equipment are recorded at cost, except for those fixed assets acquired and accounted for under the “Asset Acquisition Method” utilizing fair value measurements. Maintenance and repair are charged to expense as incurred, renewals and improvements that extend the useful lives of assets are capitalized. Depreciation on property and equipment is computed using the straight-line method over the assets’ estimated useful lives as follows:
 
Equipment  5 years
Office furnishings & equipment
5 years

Development stage mineral interests are not amortized until such time as the underlying property is converted to the production stage. As of June 30, 2012, there was $79 in depreciation and no amortization has taken place on any of the mineral interests, as the assets are in the exploration stage.

Impairment of Long-Lived Assets
The Company adheres to ASC 360-10-20 and 360-10-35, "Accounting for the Impairment and Disposal of Long-Lived Assets," which requires that long-lived assets to be held and used be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when the estimated future cash flows are less than the carrying amount of the asset and would be calculated based on discounted cash flows.

Assets impaired to-date are comprised of 6,000,000 shares of common stock held in Continental Mining and Smelting, Limited ( a Canadian company).  For the six months ended June 30, 2012, there was no impairment on any of the Company’s long-lived assets.

Revenue Recognition and Production Costs
The Company recognizes revenue when sales contracts or consulting contracts have been properly executed, delivery of product has occurred or services have been rendered, the contract price is readily determinable and collectability is reasonably assured.

Reclamation and Remediation Costs (Asset Retirement Obligations)
The Company has adopted ASC 410-20 - Asset Retirement Obligation that addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. As of June 30, 2012, the Company did not have any environmental or reclamation obligations, other than a small area where the Company will be doing some exploratory drilling.  The Bureau of Land Management required the Company to post a bond, which it has done.
 
 
13

 

Earnings (Loss) Per Share
Basic income (loss) per share is computed by dividing income (loss) attributable to the common shareholders by the weighted-average number of common shares outstanding for the reporting period. Diluted net income per share reflects the potential dilution that could occur if dilutive securities and other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company, unless the effect is to reduce a loss or increase earnings per share. On November 1, 2010, the Company adopted and granted stock options to its directors, employees and key consultants. Additionally, a private placement transacted in 2011 and convertible notes transacted during the first and second quarter of 2012, that involve options and warrants, do not have a dilutive effect on the earnings per share reflected on the Statement of Income for the six months ended June 30, 2012.  As of June 30, 2012 and December 31, 2011, no options or warrants had been exercised.

Income Taxes
The Company accounts for income taxes under ASC 740-10-30 - Accounting for Income Taxes. ASC 740-10-30 is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. In estimating future tax consequences, ASC 740-10-35 generally considers all expected future events other than enactments of changes in the tax law or rates. Income tax information is disclosed in Note I – Income Taxes of the condensed consolidated financial statements.

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax assets are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Comprehensive Income
ASC 220-10-55-2 - Comprehensive Income, requires companies to classify items of other comprehensive income by their nature in a financial statement and display the accumulated balance of other comprehensive income separately from retained earnings and additional paid-in capital in the equity section of a statement of financial position. On June 30, 2012 and June 30, 2011, the Company did not have any material items of comprehensive income.

Derivative Instruments
The Company revalues derivative liabilities as of each balance sheet date, and otherwise complies with the provisions of ASC 815-10.  There are no derivative liabilities at June 30, 2012 or December 31, 2011.

Stock-Based Compensation
In December 2004, the Financial Accounting Standards Board, issued ASC 718 - Share-Based Payment, requires “public” companies to recognize the cost of employee services received in exchange for equity instruments, based on the grant-date fair value of those instruments, with limited exceptions. ASC 718 also affects the pattern in which compensation cost is recognized, the accounting for employee share purchase plans, and the accounting for income tax effects of share-based payment transactions. The Company adopted a stock option plan on November 1, 2010, which is accounted for pursuant to ASC 718.  As of June 30, 2012, no options have been exercised.
 
 
14

 

Note C – Prepaid Expense

At June 30, 2012, prepaid expenses reflect prepayments on three mineral leases, which are all treated as operating leases, pursuant to FASB ASC 840-20. Disclosure of lease terms is explained in Note D – Mining Properties.  At June 30, 2012 and December 31, 2011, prepaid expenses were comprised of the following:

   
June 30,
2012
   
December 31,
2011
 
                 
Prepaid – Related Party
  $ 9,500     $ 0  
                 
Prepaid Lease - Prince Mine
  $ 17,534     $ 42,465  
Prepaid Lease – New Butte
    8,137       0  
Prepaid Lease – Continental Public Land Trust
    16,274     $ 0  
Prepaid – Other
    12,436       1,297  
    $ 54,381     $ 43,762  
                 
Total Prepaid Expense
  $ 63,881     $ 43,762  
 
Note D – Mining Properties

The Company’s mining interests, include two acquired mining claims and one in escrow pending close of escrow and three lease/purchase options located in the states of California, Nevada and Montana.

Calico Silver Project
The Calico Silver Project consists of 60 unpatented mining claims, which were acquired through staking and filing Notices of Location with the Bureau of Land Management. The Company pays annual maintenance fees to the Bureau of Land Management (BLM) on its 60 unpatented lode-mining claims, located in San Bernadino County, California.  The Company expenses these maintenance fees in the year paid.

Magna Charta Mining Claim - Silver Bow County, Montana
On March 1, 2012, the Company acquired title to a fee simple estate or interest in the Magna Charta Lode Mining claim for $47,500.  The mining claim comprised of 18 acres, with a patented mining claim, including surface rights is located in the County of Silver Bow in the State of Montana.

Chattel Property - Silver Bow County Montana
On April 27, 2012, the Company entered into a purchase agreement with Chattel, LLC, a Montana limited liability company, for various parcels of land located in the County of Silver Bow, Montana.  Escrow close is expected in August, 2012.  Refer to Note N - Subsequent Events.

Prince Mine Lease – Lincoln County , Nevada
On November 6, 2010, the Company entered into a lease /purchase agreement to explore and acquire the historic Prince Mine in Lincoln County, Nevada, USA. The Prince Mine is a former producer of silver, gold, lead, zinc and manganese sulfide and oxide fluxing ore.   Former production is not any indication that there are proven and probable reserves.
 
 
15

 
 
The five-year lease requires annual lease payments of $50,000 payable annually on each anniversary date from the date of the lease agreement. Pursuant to FASB ASC 840 – 20 Operating Leases, the lease meets the criteria to be treated as an operating lease. Future minimum lease payments are as follows:
 
November 6, 2012 -
 
$
50,000
 
November 6, 2013 -
 
$
50,000
 
November 6, 2014 -
 
$
50,000
 
         
Total
 
$
150,000
 
 
Lease expense on the Prince Mine for the six months ended June 30, 2012 was $24,932.
 
Should the Company exercise the purchase option, the total purchase price shall be $2,750,000, less any amounts paid as advance/lease payments. The initial payment is due within 30 days of the option exercise. Installment payments are as follows:
 
No. 1 - Initial payment
 
$
687,500
 
No. 2 - 1st anniversary of exercise
 
$
687,500
 
No. 3 - 2nd anniversary of exercise
 
$
687,500
 
No. 4 - 3rd anniversary of exercise
 
$
687,500
 
 
Prepayment of all or any portion of the principal balance are not subject to penalty.
 
New Butte Lease – Silver Bow County, Montana

On December 1, 2011, the Company entered into a mineral lease agreement with FL Leasing, LLC (“lessor”), now New Butte Leasing, LLC, to examine the mineral potential of the Silver Bow/Butte Area located in Silver Bow County, Montana.
 
The term of the agreement is for fifty (50) years and for so long as Product is produced, or until sooner terminated, extended or canceled.  The lease requires annual lease payments commencing January 15, 2012 and on each anniversary date thereafter.  The initial annual lease payment is $15,000 and $15,000 each year thereafter for the years 2013-2015.  Annual lease payments for years 2016 – 2020 are $20,000; thereafter, annual lease payments are variable and increase progressively.    The lease payment due January 15, 2012 was timely paid.  Pursuant to FASB ASC 840 – 20 Operating Leases, the lease meets the criteria to be treated as an operating lease. Future minimum lease payments, based on an amended agreement executed on May 22, 2012, are as follows:

January 15, 2013 -   $15,000 annually
 
$
15,000
 
January 15, 2014 -   $15,000 annually
 
$
15,000
 
January 15, 2015 -   $15,000 annually
 
$
15,000
 
Each January 15th - $20,000 annually - Years 2016 – 2020
 
$
100,000
 
Each January 15th - $25,000 annually - Years 2021 – 2030
 
$
  250,000
 
Each January 15th - $50,000 annually - Years 2031 – 2060
 
$
1,500,000
 
Each January 15th - $75,000 annually - Years 2061 – 2062
 
$
150,000
 
         
Total
 
$
2,045,000
 

 
16

 
 
Additionally, the Company agrees to pay “lessor” a Net Smelter Returns Royalty of three percent (3%) on production of gold, silver and various other metal.

Lease expense on the New Butte property for the six months ended June 30, 2012 was $6,863.

Continental Public Land Trust Lease – Silver Bow County, Montana

On April 23, 2012, the Company entered into a mineral lease and option to purchase agreement with Continental Public Land Trust, a Montana non-profit organization, to explore the mineral potential of certain patented lode and placer mining claims located in located in Silver Bow County, Montana.
 
The term of the agreement is for ninety-nine (99) years and for so long as Product is produced, or until sooner terminated, extended or canceled.  The lease requires annual lease payments commencing April 23, 2012 and on each anniversary date thereafter.  The initial annual lease payment is $20,000, $25,000 on the first anniversary date and $25,000 each year thereafter for the next ten years.  Every ten years, thereafter, the lease payment shall be adjusted in proportion to the United States Bureau of Labor Producer Price Index.  The initial lease payment of $20,000 was paid on April 23, 2012.
 
April 23, 2013      -   $25,000 annually - Year 2013
  $ 25,000  
Each April 23rd    -   $25,000 annually - Years 2014– 2024
  $ 250,000  
Each April 23rd    -   $25,000 annually - Years 2015 – 2112, as adjusted by US Producer Price Index
  $ 2,175,000  
         
Total
  $ 2,450,000  
 
Additionally, the Company agrees to pay the Owner a royalty of two percent (2.0%) of the net cash flow from its operating activities (free cash flow royalty) derived from production of all mineral commodities produced from Owner’s property.
 
Lease expense on the Continental Public Land Trust for the six months ended June 30, 2012 was $3,726.
 
Note E – Property, Plant and Equipment
 
Property, plant and equipment is comprised of the following:
 
Land
  $ 47,500  
Equipment
    3,357  
Computer Equipment
    790  
    $ 51,647  
Accumulated Depreciation
    (151
         
    $ 51,496  
 
On January 30, 2012, the Company purchased land located in Butte, Montana known as “Magna Charta”, which it intends to explore for mineral content.  The contract sales price was $47,500.  On April 23, 2012, the Company executed a purchase agreement with Chattel, LLC on mineral interests in Silver Bow County, Montana.  Close of escrow is scheduled in August, 2012.  Refer to Note N – Subsequent Events
 
Depreciation expense of $79 was recorded on computer equipment for the six months ended June 30, 2012 and $72 for the twelve months ended December 31, 2011.
 
 
17

 
 
Note F – Investments

Current Assets
On November 30, 2010, the Company exchanged a 70% interest in the Estrades Mining Lease #795 (Quebec) and associated equipment in consideration for 6,000,000 shares of common stock from Continental Mining and Smelting Limited (“Continental”), a Canadian company. At December 31, 2011, the Company owned a 16.7 % interest in Continental, whose outstanding shares were 36,028,001.

At date of acquisition, the Company made the determination that the “Equity Method” of accounting was warranted in that the Company was deemed to exercise significant influence and control over Continental’s policies and operations, although the percentage was below the 20% threshold pursuant to FASB ASC 323-10-15-6 – Significant Influence. The Company has one director and an officer who represent Continental as directors.

The Company’s policy regarding the Equity Method pursuant to FASB ASC 323-10 – Investments – Equity Method and Joint Ventures will be to record the initial investment, at cost, and then recognize the increase or reduction in its investment based on its proportional share of Continental’s income, losses and dividends, as the case may be, at the end of each reporting period. At the date of acquisition and at December 31, 2011 and June 30, 2012, there is no measurable value in the common stock of Continental Mining and Smelting Limited.  Continental Mining and Smelting Limited has been trying to obtain financing in order to enter the development stage of their mining operations, but have not been successful thus far.

At December 31, 2011, the Company’s share of losses for the year then ended were $135,960. For the six months ended June 30, 2012, the Company’s proportional share of Continental’s losses were $58,540 and for cumulative losses, inception to–date of $194,500. These losses are held “in suspension” until such time that a measurable valuation of Continental’s common stock is ascertained, pursuant to ASC 323-10-35-20.
 
At June 30, 2012, the Company held the following securities:
 
   
No of Shares
   
Share Price
   
Fair Value
 
Common Stock
                 
Available for Sale securities:
                 
Continental Mining and Smelting Limited
   
6,000,000
   
$
0.000
   
$
0
 
 
Other Assets –Long-Term
On March 27, 2012, the Company, executed a contract with Aurum, LLC (“Aurum”), a Colorado limited liability company, to form a joint venture with the Company for the purpose of conducting the evaluation, remediation, reclamation and processing of the Caselton Tailings owned by “Aurum”.  Pursuant to the agreement, “Aurum” and “ISLV” will each have a 50% interest.  As consideration, the Company will undertake to arrange all capital funding required and provide custom processing availability for the tailings material owned by “Aurum”.

The Company is obligated to make an initial cash capital contribution of $50,000 and sequential funding of an additional $50,000 to $100,000 to be used to complete a Phase 1 site investigation.

As of June 30, 2012, the Company had reimbursed Aurum, LLC $110,000 for holding costs on property associated with a joint venture between the Company and Aurum, LLC.  These funds are recognized as a deposit towards the investment in the joint venture with Aurum, LLC.  Pursuant to the joint venture agreement, these costs, upon formation of the joint venture will be considered as part of International Silver Nevada, Inc.’s capital contribution.
 
 
18

 

Note G – Note Payable

On April 21, 2011 the Company issued a promissory note in the amount of $100,000 to the Atkinson Trust, payable in ten equal monthly installments of $10,000, interest only.  The note was issued as a condition of purchasing the assets of Pan American Zinc Company, with close of escrow to occur on February 23, 2012. At December 31, 2011, the Company rescinded the contemplated purchase and relinquished its rights to the property. The seller agreed to take back the property in exchange for forgiving all related liability created in the sale except for $30,000, the net present value of the remaining note balance at December 31, 2011.  At June 30, 2012, the Company had paid the balance owed on the note.

On January 9, 2012 and January 31, 2012, the Company secured  loans and  issued cognovit  promissory notes in the amount of $90,300 and $81,000, respectively to Empire Advisors, LLC.  The full principal amount of the notes and accrued interest, at eight (8%) percent simple interest, were due February 9, 2012 and February 29, 2012, respectively.  At March 31, 2012, these notes, plus accrued interest had been paid.

Notes payable as of June 30, 2012 and December 31, 2011, respectively, are shown below:
 
   
At
March 31,
2012
   
At
December 31,
2011
 
             
Promissory note – Atkinson Trust
  $ 0     $ 30,000  
    $ 0     $ 30,000  
Less: Discount on note
    0       ( 2,663 )
                 
Net Carrying Basis
  $ 0     $ 27,337  
 
Note H – Convertible Notes Payable

Convertible Note Purchase Agreement – Initial Financing
On February 6, 2012, the Company entered into a Convertible Note Purchase Agreement with ISLV Partners, LLC (the Lenders) to provide funding in the amount of $600,000 for working capital and other corporate purposes.  The general terms and conditions of the loan provided that the “lenders” retain out of the funding, the sum of the $90,300 and $80,000, to satisfy full repayment of the cognovit promissory notes (see Note G) which were assigned to the lender, including all unpaid accrued interest to the closing date.  The initial note in the principal amount of $600,000 is secured by the mortgages, deeds of trust, fixture filings, security agreements and assignment of leases and rents, and such security agreements executed and delivered on the closing date, pursuant to which certain real properties owned by the Company and /or any subsidiary, as more particularly specified in such mortgages, deeds of trust, assignment of leases and rents are pledged as collateral security for the obligations (Initial Mortgages). The principal and unpaid interest, at a per annum interest rate of eight (8%) percent, is due on or before July 27, 2013.

The lender was given the right, at its option, to make an additional loan to the Company in the principal amount of $4,000,000.  On May 17, 2012, the $4,000,000 was amended to $2,000,000.
 
 
19

 

Optional Conversion
The “Lender” may, at its option, upon written notice to the Company, convert all or any portion of the unpaid principal balance of the note and/or unpaid accrued interest into shares of common stock of the Company, at a price of $0.20 per share of common stock.  If converted, the total market value of the shares would be $600,000. At June 30, 2012, no conversion had occurred.

Warrants
Upon execution of the Convertible Note Purchase Agreement, dated February 6, 2012, the Company issued 3,000,000 warrants to purchase additional shares of common stock of the Company, at an exercise price of $0.40 per share.  The number of such warrants issued equals the number of shares into which the applicable Lender’s note is convertible.

Security
The Notes shall be secured by a first priority security interest in all tangible property of the Company, whether now owned or hereafter acquired, and all proceeds thereof.

Registration rights
Upon demand by the Lenders, the Company will file a registration statement on Form S-1 covering all shares issued or issuable upon conversion of the Notes and exercise of the Warrants.  The Lenders will have customary piggy-back registration rights.

Lender’s Option on Certain Projects
If additional financing is completed, Lenders or their designees have a three-year (3) option to acquire a 20% interest in each of the Company’s Projects located in the Pioche Mining District in Nevada at a price equal to approximately the fair market value for each respective Project.
 
Convertible Note Purchase Agreement – Additional Financing
On May 17, 2012 and May 25, 2012, loans in the amount of $130,000 and $1,870,000, respectively, were procured by the Company pursuant to the first amendment to the convertible note purchase agreement.
 
Terms and conditions are identical to the initial financing, which are disclosed above.  On May 25, 2012, 10,000,000 warrants were issued to ISLV Partners, LLC on the additional financing. The warrants entitled the holder to purchase additional shares of common stock of the Company, at an exercise price of $0.40 per share.  The number of such warrants issued equals the number of shares into which the applicable Lender’s note is convertible.
 
 
20

 

Convertible notes payable as of June 30, 2012 and December 31, 2011, respectively, are shown below:
 
   
June 30,
2012
   
December 31,
2011
 
Convertible Notes Payable – ISLV Partners, LLC:
           
Issued February 6, 2012
  $ 600,000     $ 0  
Issued May 17, 2012
  $ 130,000     $ 0  
Issued May 25, 2012
  $ 1,870,000     $ 0  
Total
  $ 2,600,000     $ 0  
Discount on Notes Payable     (546,322 )   $ 0  
Net Carrying Value   $ 2,053,668     $ 0  
 
Outstanding convertible instrument
An optional conversion feature was included in the Convertible Term Notes issued. The terms of the optional conversion grants the “Lender” the option to convert all or any portion of the unpaid principal balance of the note and/or unpaid accrued interest into shares of common stock of the Company, at a price of $0.20 per share of common stock.  At June 30, 2012, the convertible note instruments had no beneficial conversion feature, thus a discount on the note was not recognized.

Qualified Financing
In the event that the Company, at any time after the original issuance of the Notes, proposes to consummate any equity offering or series of related equity offerings resulting in gross proceeds to the Company of not less than $250,000, the Company shall give written notice to the holder not less than 20 days prior to the consummation of such Qualified Financing.  Upon consummation of such Qualified Financing, the Notes shall then and thereafter be convertible into shares of the same class as the shares issued in the Qualified Financing, and the conversion price per share shall be equal to the lesser of a) 90% of the implied price per share of common stock in such Qualified Financing, or b) the then-effective conversion price, subject to adjustments.

 
21

 
 
Warrants
In addition to the conversion feature, on the Convertible Term Notes issued, the Company issued a total of 13,000,000 warrants to purchase additional shares of common stock of the Company, at an exercise price of $0.40 per share.  The number of such warrants issued equals the number of shares into which the applicable Lender’s note is convertible.  The beneficial conversion option was derived as follows:
 
         
(Allocation)
 
   
Allocation
   
Relative
 
   
of Proceeds
   
Value
 
Convertible Note – Issued on February 6, 2012              
Face Value of Convertible Note
  $ 600,000    
 
 
No. of Common Shares
    3,000,000        
Current Market Value
             
Market Share price at Feb. 6, 2012
  $ 0.200        
Market Value of Stock, if converted
  $ 600,000     $ 533,333  
                 
                 
Fair Value - Warrants - At Time of Issuance - Feb 6, 2012
               
No. of Warrants Issued
    3,000,000          
Exercise Price
  $ 0.400          
Fair Value - Based on Black-Scholes Method
               
Black-Scholes Value
  $ 0.025          
Fair Value of Warrants
  $ 75,000     $ 66,667  
                 
 Total/Relative Value
  $ 675,000     $ 600,000  
 
               
                 
Beneficial Conversion Option Calculation
               
Relative Note Value
          $ 533,333  
Face value of Note
          $ 600,000  
Conversion price
          $ 0.200  
Intrinsic Conversion price/share
          $ 0.178  
                 
Beneficial Conversion Option for fully converted note
          $ 66,667  

 
22

 

   
Allocation
   
Relative
 
   
of Proceeds
   
Value
 
Convertible Notes – Issued on May 17 and May 25, 2012            
Face Value of Convertible Notes
  $ 2,000,000    
 
 
No. of Common Shares
    10,000,000        
Current Market Value
             
Market Share price at May 25, 2012
  $ 0.200        
Market Value of Stock, if converted
  $ 2,000,000     $ 1,777,778  
                 
                 
Fair Value - Warrants - At Time of Issuance – May 25, 2012
               
No. of Warrants Issued
    10,000,000          
Exercise Price
  $ 0.400          
Fair Value - Based on Black-Scholes Method
               
Black-Scholes Value
  $ 0.0250          
Fair Value of Warrants
  $ 250,000     $ 222,222  
                 
Total/Relative Value
  $ 2,250,000     $ 2,000,000  
 
               
                 
Beneficial Conversion Option Calculation
               
Relative Note Value
          $ 1,777,778  
Face value of Note
          $ 2,000,000  
Conversion price
          $ 0.200  
Intrinsic Conversion price/share
          $ 0.178  
                 
Beneficial Conversion Option  for fully converted note
          $ 222,222  

Adjustment to Warrant Price
 
The exercise price and the number of shares purchasable are subject to adjustment, but in no case shall the exercise price be reduced to below the par value of the class of stock for which this warrant is exercisable at such time, and the Company shall not take or permit to be taken any action which would cause the exercise price to be reduced below the par value per share of the class of stock for which this warrant is exercisable at such time.

If the Company makes a dividend or distribution on its common stock payable in common shares, the exercise price shall be proportionately adjusted effective as of the record date for the dividend or distribution.  Other provisions requiring the adjustment to the warrant price relate to distributions other than common stock, adjustment upon merger, consolidation or exchange, recapitalization or reclassification.

 
23

 
 
Note I - Income Taxes

The Company has reported (for income tax purposes) net operating losses for 2011, 2010 and prior years as follows:

Net Operating Loss carry-forward to Year 2006
 
$
106,508
 
Net Operating Income - Year 2006 (Applied)
   
(4,693
)
Net Operating Loss carry-forward to Year 2007
 
$
101,815
 
Net Operating Loss - Year 2007
   
111,921
 
Net Operating Loss carry-forward to Year 2008
 
$
213,736
 
Net Operating Loss - Year 2008
   
237,958
 
Net Operating Loss carry-forward to Year 2009
 
$
451,694
 
Net Operating Loss - Year 2009
   
62,811
 
Net Operating Loss carry-forward to Year 2010
 
$
514,505
 
Net Operating Loss - Year 2010
   
47,369
 
Net Operating Loss carry-forward to Year 2011
 
$
561,874
 
Net Operating Loss - Year 2011
   
1,195,343
 
Net Operating Loss carry-forward to Year 2012
 
$
1,767,216
 

Pursuant to the provisions of the Internal Revenue Code, the Company has elected to forego the carry-back provisions, allowable under the IRS regulations, for the stated accounting periods.

At June 30, 2012, the Company recorded a deferred tax benefit of $915,568 but due to a going-concern issue, management made an allowance for a provision of an equal amount, should the Company not be able to avail itself of that tax benefit. The deferred tax asset is based on prevailing IRS graduated tax tables, which average 33% at June 30, 2012 and December 31, 2011.

Net deferred tax assets consist of the following components:
 
   
June 30,
   
December 31,
 
   
2012
   
2011
 
             
Deferred Tax Asset
 
$
915,568
   
$
203,503
 
Valuation Account
   
(915,568
)
   
(203,503
)
Net Deferred Tax Asset
 
$
0
   
$
0
 

At December 31, 2011, The Company had a net operating loss carry-forward of $1,767,216 for federal income tax purposes that may be offset against future taxable income from years 2012 through 2030. Our deferred tax benefit is adjusted for interim results, but we simultaneously adjust the allowance for a net zero effect.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.
 
 
24

 
 
Note J – Shareholders’ Equity

Stock Issuances
The Company was incorporated on September 4, 1992 with the initial issuance of 1,000 shares of common stock at a par value of $1.00 per share. On June, 2006, the Board of Directors adopted a new business strategy to change its emphasis from providing engineering services to conducting mine exploration and development. As a result, the Board of Directors amended its Articles of Incorporation to authorize 500,000,000 shares of common stock, at a par value of $0.0001 to allow for equity financing. Additionally, the Board of Directors passed a resolution, dated June 16, 2006, to effectuate a stock split of 12,000 to 1, for all represented shares. On July 24, 2006, the three shareholders of record were given their new share distribution of 4,000,000 shares each.

On September 13, 2006, the Company issued 1,000,000 shares of common stock at $0.075 per share in exchange for legal services.

On September 19, 2006, the Company issued 30,000 shares of common stock at $1.00 per share for land.

On October 21, 2006, the Company issued 300,000 shares of common stock at $.185 per share in exchange for a 98% interest in the holdings of Metales Preciosos Atlas, S.A. de C.V., a Mexican subsidiary.

On October 21, 2006, the Company issued 100,000 shares of common stock at $.050 per share in exchange for Directors’ fees.

During 2007, the Company conducted a private placement and issued an additional 260,000 shares of common stock for cash as follows:

On May, 2007, the Company issued 7,000 shares of common stock at $0.500 per share for $3,500 to fourteen (14)  accredited investors.

On June, 2007, the Company issued 3,000 shares of common stock at $0.500 per share for $1,500 to seven (7) accredited investors.
 
On October, 2007, the Company issued 4,000 shares of common stock at $0.500 per share for $2,000 to an accredited investor.
 
On November, 2007, the Company issued 246,000 shares of common stock at $0.297 per share for $73,000 to six (6) accredited investors.
 
On May 22, 2007, the Company issued 100,000 shares of common stock at $0.055 per share in exchange for transfer agent fees.

On June 30, 2007, the Company issued 336,186 shares of common stock at $0.500 per share in exchange for an outstanding debt owed to a shareholder/officer.

On September 13, 2007, the Company issued 100,000 shares of common stock at $0.040 per share in exchange for Director fees.

On September 13, 2007, the Company issued 150,000 shares of common stock at $0.040 per share in exchange for engineering consulting services.

On September 21, 2007, the Company issued 150,000 shares of common stock at $0.040 per share in exchange for consulting services.

On June 12, 2008, the Company issued 150,000 shares of common stock at $0.133 per share in exchange for legal services.

On September 8, 2008, the Company issued 335,567 shares of common stock at $0.289 per share in exchange for an outstanding debt owed to a shareholder/officer.
 
 
25

 

On November 10, 2008, the Company repurchased 30,000 of its own shares in common stock upon relinquishing its holdings in the Tecoma Mining District. These shares are being held in Treasury as of December 31, 2009, valued at $1.00 per share, their original issue price.

On September 23, 2009, the Board of Directors passed a resolution for the issuance of 3,550,000 shares of common stock at $0.010 to its directors, officers and certain consultants for services rendered. The share certificates were effective October 6, 2009, but are “restricted” pursuant to Rule 144 of the Securities Act of 1934.
 
On March 1, 2010, the Company purchased its 70% interest in the Estrades Mine in exchange for 6,000,000 shares of its common stock, at a share price of $0.0025 per share.

On August 18, 2010, the Company issued 2,000,000 shares of common stock at $0.025 per share in exchange for an outstanding debt of $50,000 owed to a shareholder/officer.

On August 24, 2010, the Company conducted a private placement and issued an additional 2,000,000 shares of common stock at $0.02 per share for $40,000 to two (2) accredited investors.
 
On December 31, 2010, the Company issued 50,000 shares of common stock in exchange for a convertible note to Tintic Standard Gold, Inc. for $75,000.

On April 25, 2011, the Company issued 499,077 shares of its common stock upon the conversion of the Tintic Standard Gold Mines, Inc. bridge loan convertible note in full satisfaction of the principal and interest up to the conversion date. This included the additional 25,000 shares for the note extension made on March 21, 2011.

During the second quarter, 2011, the Company issued 7,699,998 shares of its common stock for $1,155,000 from May 18, 2011 through June 23, 2011 on a private placement. The sale of unregistered securities was to seventeen (17) accredited investors comprised of third party individuals and companies not related to the Company.

There were no stock issuances during the three months ended June 30, 2012 nor for the six months ended June 30, 2012.

At June 30, 2012, the Company had authorized 500,000,000 shares of common stock, 36,780,828 shares had been issued and are outstanding.
 
Stock Option Plan
At November 1, 2010, the Board of Directors (“Board”) of the Company authorized the approval of a stock option plan (the “Plan”). The plan allows the Board of Directors, or a committee thereof at the Board’s discretion, to grant stock options to officers, directors, key employees and consultants of the company and its affiliates. The Board authorized the Corporation to issue up to 20% of the total number of outstanding shares of the Company’s common stock as Stock Options. Because no vesting is required, the cost of compensation was recognized entirely during the quarter the options were issued.  The plan expires October 31, 2020.

Options outstanding as of June 30, 2012 are as follows:
 
   
No. of
shares
   
Weighted Average
Exercise Price
 
Contractual
Life Remaining
                   
Outstanding – January 1, 2012
   
3,300,000
   
$
0.20
 
8.6 years
Granted
   
0
     
-
   
Exercised
   
0
     
-
   
Forfeited
   
0
     
-
   
Outstanding – June 30, 2012
   
3,300,000
   
$
0.20
 
8.3 years

 
26

 
 
Warrants
To date, the Board of Directors has approved the issuance of 21,238,998 warrants resulting from a private placement for $2,000,000 in financing in year 2011 and on convertible notes issued for $2,600,000 during the first six months of 2012. These warrants are exercisable at prices ranging from $0.20 to $0.40 per share, vesting over a period of 36 months, and expire at various times through May 25, 2015.
 
During the quarter ended June 30, 2011, as a component of the 8,238,998 “units” the Company sold in private placements, 8,238,998 Class A common stock warrants, each granting the holder the right to purchase one share of common stock at an exercise price of $0.20 per share. Each warrant expires in three years. At June 30, 2012, none had yet been exercised.
 
On February 6, 2012, the Company negotiated a convertible note agreement, whereby the lender was issued 3,000,000 warrants, with an expiry date of February 6, 2015, exercisable at $0.40 per share for a number of shares equal to the number of shares into which the initial note is convertible.

On May 17 and May 25, 2012, the Company negotiated convertible term notes of $130,000 and $1,870,000, respectively, aggregating $2,000,000, whereby the lender was issued an additional 10,000,000 warrants, with an expiry date of May 25, 2015, exercisable at $0.40 per share for a number of shares equal to the number of shares into which the notes are convertible (Refer to Note H - Convertible Note Payable).

At June 30, 2012, none had yet been exercised.

A summary of warrant activity for the years 2012 and 2011 is as follows:
 
                     
Weighted
 
         
Weighted
         
Average
 
   
Number of
   
Average
   
Warrants
   
Exercise
 
   
Warrants
   
Exercise Price
   
Exercisable
   
Price
 
                             
Outstanding, January 1, 2010
    0    
 
      0        
   Granted
    8,238,998     $ 0.20       8,238,998     $ 0.20  
   Exercised
    0               0          
Outstanding, December 31, 2011
    8,238,998     $ 0.20       8,238,998     $ 0.20  
   Granted
    3,000,000     $ 0.40       3,000,000     $ 0.40  
   Exercised
    0               0          
Outstanding, March 31, 2012
    11,238,998     $ 0.32       11,238,998     $ 0.32  
   Granted
    10,000,000     $ 0.40       10,000,000     $ 0.40  
   Exercised
    0               0          
Outstanding, June 30, 2012
    21,238,998     $ 0.32       21,238,998     $ 0.32  
 
 
27

 
 
At June 30, 2012, the range of warrant prices for shares under warrants and the weighted-average remaining contractual life is as follow

     
Warrants Outstanding
    Warrants Exercisable  
Range of
   
Weighted-Average
         
Weighted
         
Weighted Average
 
Warrant Exercise
   
Remaining
   
Number of
   
Average
   
Number of
   
Exercise
 
Price
   
Contractual Life
   
Warrants
   
Exercise Price
   
Warrants
   
Price
 
                             
 
 
$ 0.20       1.89       7,699,998     $ 0.20       7,699,998     $ 0.20  
$ 0.20       1.96       539,000     $ 0.20       539,000     $ 0.20  
$ 0.40       2.61       3,000,000     $ 0.40       3,000,000     $ 0.40  
$ 0.40       2.99       10,000,000     $ 0.40       10,000,000     $ 0.40  
                  21,238,998               21,238,998          

Adjustment to Warrant Price
 
The exercise price and the number of shares purchasable are subject to adjustment, but in no case shall the exercise price be reduced to below the par value of the class of stock for which this warrant is exercisable at such time, and the Company shall not take or permit to be taken any action which would cause the exercise price to be reduced below the par value per share of the class of stock for which this warrant is exercisable at such time.

If the Company makes a dividend or distribution on its common stock payable in common shares, the exercise price shall be proportionately adjusted effective as of the record date for the dividend or distribution.  Other provisions requiring the adjustment to the warrant price relate to distributions other than common stock, adjustment upon merger, consolidation or exchange, recapitalization or reclassification.

Note K - Related Party Transactions

Amounts due from and to related parties, are receivable from or payable to entities controlled by the shareholders, officers, or directors of the Company (“Related Entities”). The underlying transactions are with these related parties. These amounts are unsecured and not subject to specific terms of repayment.
 
   
June 30,
   
December 31,
 
   
2012
   
2011
 
Due From Related Parties
           
Atlas Precious Metals, Inc.
 
$
0
   
$
236
 
Arimetco International, Inc.
   
63
     
36
 
Total
 
$
63
   
$
299
 
Due To Related Parties
           
Harold R. Shipes - Shareholder/Officer
 
$
23,551
   
$
15,443
 
Atlas Precious Metals, Inc.
   
0
     
10,123
 
Total
 
$
23,551
   
$
25,566
 

 
28

 
 
Related party transactions have occurred with the following related party entities:

The Company rents (subleases) its administrative offices in Tucson, Arizona from Atlas Precious Metals Inc., an affiliate. Effective April 1, 2011, the Company entered into a revised lease agreement for additional office space for a short-term period effective through September 30, 2011, with total rents due in the amount of $51,000, payable $8,500 per month.  This rental agreement with Atlas Precious Metals, Inc. was renewed for an additional one-year period, effective October 1, 2011 with a monthly rental of $9,500 or $114,000 annually.   Rental expense for the administrative offices for the year ended December 31, 2011 was $81,000 and for the six months ended June 30, 2012, rental expense was $57,000.  At June 30, 2012, all rents are current and there was $9,500 in prepaid rent from a related party.

Arimetco International, Inc. utilizes periodic courier services paid by the Company and reimburses the Company.

Harold R. Shipes, the Company’s Chief Executive Officer and Chairman of the Board of Directors, does extensive travel related to the Company’s holdings or prospective holdings, reimbursable by the Company.   At December, 31, 2011 and June 30, 2012, Mr. Shipes was owed $25,566 and $23,551, respectively.

Note L – Exploration Costs

Acquired mineral interests are presented as “exploration costs” as required by “Industry Guide 7” of the Securities and Exchange Commission’s Guides for the Preparation of Registration Statements and with the Society for Mining, Metallurgy and Exploration’s “Guide for Reporting Exploration Information, Mineral Resources, and Mineral Reserves”. Exploration costs incurred since inception through June 30, 2012 are $461,036. Exploration costs incurred for the six months ended June 30, 2012 were $94,279.

Note M – Reclassification

Subsequent to filing the annual 10-K report for the year ended December 31, 2011, a reclassification of $10,000 was made from Accounts Payable –Trade to Note Payable to reflect the proper nature of the liability on the Balance Sheet as of December 31, 2011.

Note N – Subsequent Events

Management has reviewed all subsequent events through the issuance date of the condensed financial statements and discloses the following material events that have transpired subsequent to June 30, 2012 up through the issuance date:

On April 27, 2012, the Company entered into an agreement with Chattel, LLC, a Montana limited liability company, for the purchase of certain real property located in Silver Bow County, Montana.  Close of escrow is expected to occur in August, 2012.  The total purchase price is $1,450,000, plus interest on the unpaid balance at a rate of four (4%) percent per annum.  Payment terms are 1) $50,000 at close of escrow, 2) $50,000 due on the first and second anniversary date of the date of closing and 3) the balance due on the third anniversary date of the date of closing.

 
29

 

ITEM 2 – MANAGEMENT DISCUSSION’S AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

Management Discussion and Analysis Section

Forward-Looking Statements

This Management’s Discussion and Analysis should be read in conjunction with our financial statements and its related notes. The terms “we,” “our” or “us” refer to International Silver, Inc. This discussion contains forward-looking statements based on our current expectations, assumptions, and estimates. The words or phrases “believe,” “expect,” “may,” “anticipates,” or similar expressions are intended to identify “forward-looking statements.” The results shown herein are not necessarily indicative of the results to be expected in any future periods. Actual results could differ materially from those projected in the forward-looking statements as a result of a number of risks and uncertainties pertaining to our business, included the risk factors contained herein.

We are an exploration stage company that engages in minerals exploration activities in the United States and Mexico involving silver, gold, zinc, copper and other minerals.  To date, we have not generated any revenues from any of these activities since approximately June, 2006, when we switched our emphasis in our business plan and commenced our mineral exploration business. To date, our exploration activities have been limited to the exploration and purchasing of mineral interests in the United States and Mexico.

Results of Operations

Operating Performance for the three months ended June 30, 2012 (the “June 2012 Quarter”) as compared to the three months ended June 30, 2011 (the “June 2011 Quarter”) was as follows:

For the June 2012 Quarter, we recorded a net loss of $519,288, as compared to a net loss of $1,856,889 for the June 2011 Quarter or a decrease in net loss of $1,337,601. The primary reason for the substantial decrease resulted from the recognition of an impairment loss of Goodwill in the amount of $1,564,900 during the June 2011 Quarter. Due to the acquisition of the Prince Mine and New Butte properties in Nevada and Montana, administrative costs, planning, consulting, exploratory and development work increased substantially during the June 2012 Quarter over the June 2011 Quarter.

During the June 2012 Quarter and the June, 2011 Quarter, we did not realize any revenues.

Operating expenses reflected during the June 2012 Quarter were $430,480, an increase of $155,324 or 56% as compared to operating expenses of $275,156 for the June 2011 Quarter.  Most of the increase resulted from administrative expenses, salaries, consulting, lease expense as a result of the Company obtaining financing to commence plans for development work on the two properties located in the Pioche Mining District in Lincoln County, Nevada and the New Butte Mining District in Silver Bow County, Montana recently acquired and exploration work underway on other mining leased property.

Other Income/(Expense) during the June 2012 Quarter was $88,808, a net decrease of $1,498,425, as compared to the June 2011 Quarter of $1,587,233 due to the impairment loss on Goodwill resulting from the recognition of the Pan American business acquisition.  The purchase option was later rescinded on December 31, 2011 by the Board of Directors.  Interest expense for the June 2012 Quarter of $88,808 reflects an increase of $66,475 over June 2011 Quarter.  During the  June 2012 Quarter, two additional convertible notes were issued to ISLV Partners, LLC bringing the total financing for the six month period ended June 30, 2012 to $2,600,000.  The June 2011 Quarter reflects interest expense related to the notes issued for bridge financing by Tintic Standard Gold Mines, whose debt was settled during that same period.
 
 
30

 

Operating Performance for the six months ended June 30, 2012 (the “First Half 2012”) as compared to the six months ended June 30, 2011 (the “First Half 2011”) was as follows:

For the First Half 2012, we recorded a net loss of $955,258, as compared to a net loss of $2,030,434 for the First Half 2011 or a decrease in net loss of $1,075,176. The primary reason for the substantial decrease resulted from the recognition of an impairment loss of Goodwill in the amount of $1,564,900 during the First Half 2011.  Due to the acquisition of the Prince Mine and New Butte properties in Nevada and Montana, administrative costs, planning, consulting, exploratory and development work increased substantially during the First Half 2012 over the First Half 2011.

During the First Half 2012, we did not realize any revenues, whereas $5,500 in related company revenue was realized during the First Half 2011.

Operating expenses reflected during the First Half 2012 were $805,914 an increase of $450,130 as compared to operating expenses of $355,784 for the First Half 2011.  Most of the increase resulted from administrative expenses, salaries, consulting, lease expense as a result of the Company obtaining financing to commence plans for development work on the two properties located in the Pioche Mining District in Lincoln County, Nevada and the New Butte Mining District in Silver Bow County, Montana recently acquired and exploration work underway on other mining leased property.

Other Income/(Expense) during the First Half 2012 was $149,344, a net decrease of $1,530,806, as compared $1,680,150 incurred during the First Half 2011, due to the impairment loss on Goodwill resulting from the recognition of the Pan American business acquisition.  Interest expense for the First Half 2012 of $149,344 reflects an increase of $34,094 over the interest expense of $115,250 for First Half 2011.  During the First Half 2012, three convertible notes were issued to ISLV Partners, LLC bringing the total financing to $2,600,000.  The June 2011 Quarter reflects interest expense related to the notes issued for bridge financing by Tintic Standard Gold Mines, whose debt was settled during that same period.

Liquidity and Capital Resources

Our financial statements as presented in Item 1 of this report have been prepared in conformity with US GAAP, which contemplate our continuation as a going concern. However, the report of our independent registered public accounting firm on our financial statements, for the six months ended June 30, 2012, contains an explanatory paragraph expressing substantial doubt as to our ability to continue as a going concern. The “going concern” qualification results from, among other things, our development-stage status, no revenue recognized since inception, other than for engineering services, and our net losses from inception as a development stage company, which total $3,409,398 and the outstanding arrangements with related parties and uncertainty in raising additional capital. Our financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary if we were unable to continue as a going concern.

Currently, we have funded our operations through private placements, short-term notes payable, and some on-going engineering consulting services. The capital required to execute our total business vision and objectives is significant. On May 25, 2012, the Company negotiated two convertible term notes totaling $2,000,000, bringing the total of financing procured during the first six months of 2012 to $2,600,000.  The convertible note agreement, as amended on May 17, 2012, contains a provision whereby the lender has an option to lend up to an additional $2.0 million. During 2012, we will continue our efforts to raise additional capital to fund the working capital requirements and exploration and development activities necessary to meet our business objectives.

Our global capital budget for the completion of acquisitions, exploration and development programs in the Pioche Mining District in Nevada and the New Butte Mining District in Montana is approximately $2.0 million.
 
 
31

 

Cash and Cash Flows

Cash on hand at June 30, 2012 was $1,582,651 as compared to $1,913 at December 31, 2011.  The increase in cash of $1,580,738 was due primarily from proceeds realized from the issuance convertible notes of $2,600,000, less operating expenditures up through June 30, 2012.

Net cash flows from operating activities were ($813,809) for the six months ended June 30, 2012, compared to ($383,649) for the six months ended June 30, 2011, a net decrease in cash flows of $430,160 over the six months ended June 30, 2011. Negative cash flows from Operating Activities for the six months ended June 30, 2012 reflect higher exploration and general administrative expenses in the areas of consulting, rent, salaries and mineral leases due to procurement of financing and the commencement of planning for development work on the Prince mine property in Nevada and the Butte properties in Montana recently acquired.  During the six months ended June 30, 2011, there were minimal exploration activities.

Investment activities during the six months ended June 30, 2012 included the purchase of mineral land in Butte, Montana for $47,500, an investment of $110,000 in a newly-formed joint venture with Aurum, LLC, a reclamation bond of $14,406, as required by the Bureau of Land Management, where the Company proposes to conduct exploratory drilling and the purchase of surveying equipment of $3,537 for a total of $175,453 in capital expenditures.  There were no investing activities during the six months ended June 30, 2011.

Financing activities undertaken during the six months ended June 30, 2012 included the issuance of three convertible notes to ISLV Partners, LLC totaling $2,600,000, less $30,000 in note payments due Lawrence Atkinson, for a net total of $2,570,000 from financing activities.  In comparison, for the six months ended June 30, 2011, We generated cash proceeds of $1,155,000 less issuance costs of $139,724 on a private placement of our common stock.  Additionally, there were note installment payments to Lawrence Atkinson of $20,000, bringing the net of investing activities for the six months ended June 30, 2011 to $995,276.   The difference in investing activities of $1,574,724 represents an increase of 158% over the six months ended June 30, 2011.

Going forward, our business plan does not reflect, nor do we anticipate, any revenues from our properties during the remaining part of our exploration phase and until we confirm previously demonstrated mineralization, obtain operating permits, and construct mining and processing facilities.  We are presenting pursuing, through our engineering company, Western States Engineering Inc, several engineering contracts.
 
Exploration Costs – Inception to Date
 
On June 16, 2006, our Board of Directors passed a resolution to change the nature of its operations from an engineering services company to an exploration company. Since converting our business plan to conducting exploration activities, we have purchased the following properties and engaged in the exploration activities and incurred the following exploration costs since inception:
 
 
32

 
 
Capitalized Acquisitions
       
A) Purchase of the Tecoma Mine (fee simple) – Year 2007
 
$
90,000
 
         
B) Sale of Tecoma Mine – Year 2008
   
(90,000
)
C) Purchase of Magna Charta property – Silver Bow County, Montana
   
                47,500
 
         Total Acquisitions
 
$
     47,500
 
         
Exploration Costs:
       
A) Acquired a 98% interest in Metales Preciosos, S.A. de C.V., a Mexican company, later abandoned
       
    1) El Cumbro property
 
$
14,260
 
         
    2) El Cusito property
   
15,000
 
         
    3) Canada de Oro property
   
15,000
 
         
    4) La Moneda property
   
10,000
 
         
B) Langtry property (options expired – exploration abandoned)
       
    1) Option payment
   
10,000
 
         
    2) Option payment
   
90,000
 
         
    3) Exploration
   
21,075
 
         
C) Acquisition of BLM mineral claims - Calico District
       
    1) Silverado mining claims
   
4,250
 
         
    2) Leviathon mining claims
   
38,224
 
         
D) Pioche Mining District – Lincoln County, Nevada
       
    1) Prince Mine lease
   
143,306
 
         
    2) Caselton Tailings
   
13,238
 
         
    3) Caselton Mine
   
3,348
 
         
E) Silver Bow County, Montana
       
    1) New Butte Property lease
   
28,940
 
         
    2) Continental Public Land Trust
   
3,726
 
         
F) Other Exploration Sites (evaluation)
       
         
1) Anaconda
   
7,500
 
         
2) Oro Blanco
   
8,840
 
         
4) SE Arizona Silver
   
4,829
 
         
5) Mohave Gold
   
1,050
 
         
6) Zonia Mine
   
6,650
 
         
e) General Administrative Costs
   
21,800
 
         
               Total Exploration Costs
 
$
461,036
 

 
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These direct exploration costs account for approximately 14% of the total operating expenditures of $3,411,636, since our exploration activities commenced on June 16, 2006. General and administrative expenses, which include salaries, consulting, rent, mineral leases and travel, comprise the majority of the remaining of the operating expenditures for this time period.

Uncertainties and Trends
 
Our operations, potential funding, and potential revenues are dependent now, and in the future, upon the following factors:

 
Price volatility in worldwide commodity prices, including silver, gold, and other minerals, which is affected by: (a) sale or purchase of silver by central banks and financial institutions; (b) interest rates; (c) currency exchange rates; (d) inflation or deflation; (e) speculation; and (f) fluctuating prices in worldwide and local commodities for petroleum-related products, chemicals, and solvents,

 
Global and regional supply and demand of silver, gold, and other minerals, including investment, industrial and jewelry demand;

 
Political and economic conditions of major silver, gold or other mineral-producing countries;

 
Threatened changes to the U.S. Mining Law that may cause increasing federal land royalties, or other unanticipated consequences and related increased costs of conduct in mining operations in the United States;
 
and
 
Global economic conditions may affect pricing and availability of materials and supplies.

Off-Balance Sheet Arrangements
 
We have not entered into any transaction, agreement or other contractual arrangement with an entity unconsolidated with us under whom we have:

 
an obligation under a guarantee contract,

 
a retained or contingent interest in assets transferred to the unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to such entity for such assets,

 
any obligation, including a contingent obligation, under a contract that would be accounted for as a derivative instrument, or

 
any obligation, including a contingent obligation, arising out of a variable interest in an unconsolidated entity that is held by us and material to us where such entity provides financing, liquidity, market risk or credit risk support to, or engages in leasing, hedging or research and development services with us.

We do not have any off-balance sheet arrangements or commitments that have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material.
 
 
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Changes in Accounting Policies

The significant accounting policies outlined within our Condensed Consolidated Financial Statements for the six months ended June 30, 2012 have been applied consistently with the year ended December 31, 2011.

Recently Enacted Accounting Standards
 
Management has evaluated the recent accounting pronouncements issued since the audited financial statements and in management’s opinion, the relevant pronouncements reviewed have no material effect on the Company’s financial statements.

PLAN OF OPERATIONS

Our Plan of Operations has been organized for each of our properties and claims to account for the similarities and differences in the location, geology, the prospective metals that may be hosted by each property or claim, and the current stage of exploration of each property and claim; accordingly, we have several Plans of Operations to account for those similarities and differences among our various properties and claims. Our Plans of Operations represent our expected exploration activities and are for a period of twelve months. Our total amount budgeted for exploration  in 2012 is $ 4,090,000.

We are continuing with the evaluation of mine plans, potential drill targets and resource potential of the Prince Mine. Drill testing of the projected extensions of the possible silver mineralization should begin in the fall of 2012. On the Caselton Tailings remediation Project, we will conduct site characterization studies with geotechnical drilling in conjunction with metallurgical testing. The data generated from the program will be used to design a processing facility and to determine the feasibility of economic precious metals recovery. At the newly acquired Butte Silver Mines properties, we will be evaluating and compiling the voluminous historic exploration and mining data on the properties and will commence with preliminary mine development planning. We have initiated planning on the Butte properties, which will be concurrent with geologic mapping and sampling of mineralized structures and surveying of existing underground development. Based upon our analysis of the test results and studies, we will determine whether to proceed with development plans. We cannot determine, predict, or assure whether we will be able to proceed with advanced exploration and development activities regarding any of our properties or claims. Our exploration activities will be conducted under the overall direction of our registered Consulting Geologist using industry standard quality assurance and control procedures.

Properties - The Calico Silver Project in San Bernardino County, California, the Pioche Mining District properties in Lincoln County, Nevada and the Butte Silver Mines properties in Silver Bow County, Montana.

We will continue to hold the Calico Silver property and will focus our exploration efforts on the Pioche and Butte Mining Districts. We will use employees, consultants and existing infrastructure to conduct our activities in the Pioche Nevada and the Butte, Montana properties. Our exploration program is shown below:

Exploration at Butte Silver Mines

1)   
Data and property acquisition.
Our staff will continue to compile the exploration records from these historic Anaconda Company mines. While much data is in our possession, other sources will be utilized in order to make the records as complete as possible. Once acquired, the exploration and development data will be compiled using mine planning software to regenerate resource estimates. Underground levels will be plotted as will drift sampling records and exploration drill holes. Selected mineral and surface interests ancillary to our properties are also slated for acquisition.

2)   
Development Planning. 
Based on the presently known historic resources and proposed AMC underground mine plans, we expect to be able to create new preliminary mine development plans for the Project. This will require underground mapping, surveying and confirmation sampling. As the condition of much of the existing underground development headings is presently unknown, the extent of this work to be conducted in 2012 is uncertain.

 
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Exploration at Prince Mine:

1)   
Surface and underground drilling.
All accumulated data from underground and surface sampling, geochemical and geophysical studies will be evaluated to confirm the highest priority targets for exploration on the Prince Mine. A drilling contractor will be hired to conduct the drilling program using the dual tube reverse circulation air rotary method of drilling and sample collection under the supervision of our registered Geologist. This drilling method is widely accepted as providing high quality sample integrity. Industry standard chain of custody and quality assurance and control procedures will be followed. This will include the use of duplicate samples and sample standards. Accurate geologic logs of the drill holes will be created and the drill hole locations surveyed. Geologic samples will be continuously collected and delivered to an independent certified analytical laboratory for assaying. It is estimated that this program will require up to four months for completion.

2)   
Mine planning.
As assays come back from drilling programs, the corporate engineering department will enter them into a data base with mine planning software to produce a preliminary scoping study. Assuming the exploration is successful, an independent engineering firm will be hired to produce a deposit model using computerized mine planning software. This phase will require approximately three months and will most probably commence at approximately month twelve.

Site Characterization and Planning at the Caselton Tailings:

1)   
Geotechnical drilling.
Drilling using split spoon sampling and hollow stem auger drill methods will be conducted. All hole locations will be surveyed. Sample collection will be conducted under the supervision of a registered professional geologist. Samples will be split and the duplicates stored for reference. The first split will be shipped for chemical analysis and metallurgical testing. Industry standard chain of custody and quality control procedures will be followed.
 
   
2)   
Feasibility and Permitting.
This phase of the Operations Plan will commence providing the results of the drill testing and metallurgical work has been positive. The study will be done in 'house' by the Western States Engineering division with assistance from an established and reputable independent mining engineering firm. Permit applications for the combined metal recovery and site remediation project will be prepared by a reputable independent environmental firm for submittal in conjunction with the process design work.

Our ability to complete the activities described under “Plan of Operations” require significant funding. We presently have received t  a portion of the funding and expect to receive the balance of the funding sometime in the third quarter, but we cannot assure you that we will be able to obtain full funding or that the terms on which additional funding may be available will be acceptable. To the extent that we are able to secure funding for a portion of our needs, we will have to allocate such funding among the projects, and we may not be able to complete components of these projects. If we are able to obtain only limited funding, it may result in significant dilution to our shareholders. Further, our use of proceeds may be determined by the investors based on their priorities, which may be different from our priorities.
 
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

 
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ITEM 4 - CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures
 
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC. This information is accumulated and communicated to our executive officer to allow timely decisions regarding required disclosure. Our Chief Executive Officer and our Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on that evaluation and the requirements of the Exchange Act, our Chief Executive Officer and our Chief Financial Officer concluded that, as of June 30, 2012, our disclosure controls and procedures needed to be declared as ineffective. The small size of our company does not provide for the desired separation of control functions, and we do not have the required level of documentation of our monitoring and control procedures. The potential remedies for this situation are described below.

Internal Control Over Financial Reporting
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Management conducted an evaluation of the effectiveness of our internal control over financial reporting and determined that our internal control over financial reporting was ineffective as of June 30, 2012 due to material weaknesses. A material weakness in internal control over financial reporting is defined by the Public Company Accounting Oversight Board’s Audit Standard No. 5 as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our financial reporting. Management’s assessment identified the following material weaknesses in internal control over financial reporting:

The small size of our Company limits our ability to achieve the desired level of separation our internal controls and financial reporting. We do have a separate CEO and CFO; however we do not have an Audit Committee to review and oversee the financial policies and procedures of the Company. Until such time as we are able to install an audit committee, we do not meet the full requirement for separation. In the interim, we will continue to strengthen the role of our CEO and CFO and their review of our internal control procedures.

We have not achieved the desired level of documentation of our internal controls and procedures. This documentation will be strengthened to limit the possibility of any lapse in controls occurring.

In light of the material weaknesses described above, we performed additional analysis and other post-closing procedures to ensure our financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

Subject to the Company’s financial resources management hopes to further mitigate the risk of the material weaknesses going forward by utilizing external financial consulting services, in a more effective manner, prior to the review by our principal independent accounting firm to ensure that all information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported accurately and within the time periods specified in the Commission’s rule and forms.
 
Changes in internal controls
 
Our management, with the participation our Chief Executive Officer and Chief Financial Officer, performed an evaluation as to whether any change in our internal controls over financial reporting occurred during the financial quarter ending June 30, 2012. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that no change occurred in our internal controls over financial reporting during the financial quarter ending June 30, 2012 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
 
 
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PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS
 
We are not aware of any pending or threatened litigation against us or our directors in their capacity as such.

ITEM 1A - RISK FACTORS

Risk Factors

Item 1A.  Risk Factors.
 
As a smaller reporting Company, we are not required to provide risk factors; however, please consult our Form 10-K to review risk factors.

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

We issued no shares of our common stock during the quarter ended June 30, 2012, or subsequently.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
 
None

ITEM 4 - REMOVED AND RESERVED

ITEM 5 - OTHER INFORMATION

None
 
 
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
INTERNATIONAL SILVER, INC.
 
       
Dated: August 9, 2012
By:
/s/ Harold R Shipes
 
   
Harold R. Shipes,
 
   
Chief Executive Officer/Chairman of the Board
 

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