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EX-32.1 - CERTIFICATION - INTERNATIONAL SILVER INCislv_ex321.htm
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EX-31.1 - CERTIFICATION - INTERNATIONAL SILVER INCislv_ex311.htm
EXCEL - IDEA: XBRL DOCUMENT - INTERNATIONAL SILVER INCFinancial_Report.xls


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 September 30, 2011
 
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 14, 2011
Common Stock, $0.0001 Par Value
 
36,780,828
 
Exhibit Index located at page 43
 


 
 

 
 
     
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
   
9
 
           
 
Notes To The Financial Statements
   
12
 
           
Item 2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATIONS
   
29
 
           
Item 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   
37
 
           
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
   
40
 
           
Item 3
DEFAULTS UPON SENIOR SECURITIES
   
40
 
           
Item 4
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
   
40
 
           
Item 5
OTHER INFORMATION
   
40
 
           
Item 6
EXHIBITS
   
41
 

 
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.
(An Exploration Stage Company)
 
We have reviewed the accompanying consolidated balance sheet of International Silver, Inc. as of September 30, 2011, and the related consolidated statements of operations for the three-month and nine-month periods ended September 30, 2011 and for the period from inception on June 16, 2006 through September 30, 2011, and consolidated statements of cash flows for the or nine-month periods then ended and for the period from inception on June 16, 2006 through September 30, 2011. 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 fmancials 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 inconsistent revenues, has negative working capital at September 30, 2011, has in the last year 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
November 9, 2011
 
SOS. Jones BlvdSuite 202 Las Veeas. NV89107 Phone: (888)727-8251 Fax: (888)782-2351
 
 
3

 

 
 
 
 
 
International Silver, Inc.
(An Exploration Stage Company)
 
Condensed Consolidated Financial Statements
 
For The Nine Months Ended September  30, 2011
(Unaudited)
 
 
and
 
 
For the Year Ended December 31,2010
(Audited)
 
 
 

 

 
4

 
 
International Silver, Inc.
(An Exploration Stage Enterprise)
Unaudited Interim Condensed Consolidated Balance Sheets
 
   
As At
 
   
September 30,
   
December 31,
 
   
2011
   
2010
 
         
 
 
ASSETS
             
CURRENT ASSETS
           
  Cash
  $ 319,463     $ 35,983  
  Accounts Receivable
    7,554       -  
  Due from related parties - Note L
    488       15,919  
  Prepaid expenses - Note C
    5,887       80,530  
       Total Current Assets
  $ 333,392     $ 132,432  
                 
PROPERTY,PLANT AND EQUIPMENT- Note D
               
  Land
  $ 270,000     $ -  
  Mineral interests
    900,000       -  
  Water rights
    37,500       -  
  Buildings
    49,310       -  
  Equipment
    450,000       -  
  Computer Equipment
    790       -  
    $ 1,707,600     $ -  
  Accumulated depreciation
    (33 )     -  
    $ 1,707,567     $ -  
                 
Other Assets
               
  Deferred Asset Retirement Cost - Note F
  $ 1,402,200     $ -  
  Deferred Costs
    36,610       -  
 
  $ 1,438,810     $ -  
                 
        TOTAL ASSETS
  $ 3,479,769     $ 132,432  
 
               
LIABILITIES AND SHAREHOLDERS' EQUITY
                 
CURRENT LIABILITIES
               
  Accounts payable
  $ 7,661     $ 2,467  
  Payroll taxes payable
    11,200       274  
  Accrued expenses
    43,984       8,464  
  Due to related parties - Note L
    131       48,089  
  Note payable - Note H
    36,610       75,000  
  Contract payable - Note I
    3,390,155       -  
  Discount on Notes payable
    -       (66,667 )
      Total Current Liabilities
  $ 3,489,741     $ 67,627  
                 
LONG-TERM LIABILITIES
               
  Asset Retirement Obligation - Note F
  $ 1,413,893     $ -  
                 
      Total Liabilities
  $ 4,903,634     $ 67,627  
                 
SHAREHOLDERS' EQUITY - Note L
               
                 
  Common stock
               
     authorized shares - 500,000,000
               
     par value  $0.0001 per share
               
     issued & o/s at 12/31/10 - 28,581,753
               
     issued & o/s at 09/30/11 - 36,780,828
  $ 3,678     $ 2,858  
  Additional paid-in capital
    2,505,935       1,389,121  
  Accumulated deficit prior to exploration stage
    (176,034 )     (176,034 )
  Accumulated deficit during exploration stage
    (3,757,444 )     (1,151,140 )
            Total Shareholders' Equity
  $ (1,423,865 )   $ 64,805  
                 
 TOTAL LIABILITIES & SHAREHOLDERS' EQUITY
  $ 3,479,769     $ 132,432  
 
See accompanying notes to the condensed consolidated financial statements
 
 
5

 
 
International Silver, Inc.
                             
(An Exploration Stage Enterprise)
                   
 
   
 
 
Unaudited Interim Condensed Consolidated Statement of Income
         
 
   
 
 
   
 
                   
   
 
               
Inception (June 16, 2006) of Exploration Stage through September 30, 2011)
 
   
Three Months Ended
   
Nine Months Ended
 
   
September 30,
   
September 30,
   
September 30,
   
September 30,
 
   
2011
   
2010
   
2011
   
2010
 
                           
 
 
REVENUES
                             
  Consulting-third parties
  $ -     $ -     $ -     $ -     $ 44,199  
  Consulting-related parties
    -       29,700       5,500       86,370       394,690  
Total Revenues
  $ -     $ 29,700     $ 5,500     $ 86,370     $ 438,889  
 
                                       
Operating Expenses
                                       
  Exploration costs
  $ 26,275     $ 8,856     $ 69,879     $ 8,856     $ 353,801  
  General and administration
                                       
     Rent expense - related party
    25,500       1,500       52,500       5,400       144,458  
     Bad debt expense
    -       -       -       -       41,860  
     All other general & administrative
    366,257       20,625       651,437       53,759       1,735,421  
  Depreciation and depletion
    33       -       33       -       788  
    Total operating expenses
  $ 418,065     $ 30,981     $ 773,849     $ 68,015     $ 2,276,328  
                                         
    Operating Income/(Loss)
  $ (418,065 )   $ (1,281 )   $ (768,349 )   $ 18,355     $ (1,837,439 )
                                         
Other Income/(Expense)
                                       
  Accretion expense
  $ (11,693 )   $ -     $ (11,693 )   $ -     $ (11,693 )
  Impairment loss
    -       -       (1,564,900 )     (15,000 )     (1,604,900 )
  Interest expense
    (146,112 )     -       (261,362 )     -       (303,412 )
    Total other income/(expense)
  $ (157,805 )   $ -     $ (1,837,955 )   $ (15,000 )   $ (1,920,005 )
 
                                       
   Net Income/(Loss)
  $ (575,870 )   $ (1,281 )   $ (2,606,304 )   $ 3,355     $ (3,757,444 )
                                         
Basic and Diluted
                                       
Income/(Loss) per Share
  $ (0.02 )   $ (0.00 )   $ (0.08 )   $ 0.00          
                                         
Weighted Average Shares
                                       
       Outstanding
    36,780,828       26,314,362       32,469,557       22,600,135          
 
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
   
 
 
               
 
 
               
Inception (June 16,
 
   
Nine Months Ended
   
2006) of Exploration
 
   
September 30,
   
September 30,
   
Stage through
 
   
2011
   
2010
   
September 30, 2011)
 
   
 
   
 
   
 
 
CASH FLOWS FROM OPERATING ACTIVITIES
                 
  Net Income/(Loss)
  $ (2,606,304 )   $ 3,355     $ (3,757,444 )
  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
    33       -       788  
 Impairment loss
    1,564,900       15,000       1,604,900  
 Financing cost
    269,695       -       269,695  
 Accretion expense
    11,693       -       11,693  
     Issuance of common stock
                       
        In exchange for land
    -       15,000       30,000  
        In exchange for services
    -       -       157,000  
        In exchange for exploration costs
    -       -       55,385  
        In exchange for debt
    -       50,000       50,000  
     Issuance of Incentive Stock Option Grants
    -       -       396,000  
     Changes in operating assets and liabilities
                       
       Decrease/(Increase) in receivables
    7,876       (21,490 )     241,618  
       Decrease/(Increase) in employee receivable
    -       -       2,317  
       Decrease/(Increase) in prepaid expenses
    74,643       (1,369 )     (9,361 )
       (Decrease)/Increase in payables
    (32,309 )     (48,289 )     5,044  
       (Decrease)/Increase in accrued expenses
    35,520       731       67,605  
       Net Cash Flows (used by) Operating Activities
  $ (682,586 )   $ 12,938     $ (874,760 )
                         
CASH FLOW FROM INVESTMENT ACTIVITIES
                       
  Lease/purchase option on land
  $ -     $ -     $ (90,000 )
  Purchase of land
    -       -       (90,000 )
  Purchase of equipment
    790       -       (5,877 )
       Net Cash Flows from Investment Activities
  $ 790     $ -     $ (185,878 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES
                       
  Issuance of common stock:
                       
      Net proceeds from stock issuance
  $ 1,155,000     $ 40,000     $ 1,275,000  
      Less: Stock issuance costs
    (139,724 )             (139,724 )
  Sale of mining property
                       
      For treasury stock
    -       -       (30,000 )
      Exchange for securities
    -       (15,000 )     (25,000 )
      Return of deed of trust - mining property
    -       -       90,000  
      Disposal of vehicle
    -       -       215  
  Third-party loan
    -       -       75,000  
  Debt service payments
    (50,000 )     -       (50,000 )
  Borrowings from related parties
    -       -       152,980  
       Net Cash Flows from Financing Activities
  $ 965,276     $ 25,000     $ 1,348,471  
                         
  Net Increase/(Decrease) in Cash
  $ 283,480     $ 37,938     $ 287,833  
                         
  Beginning Cash Balance
  $ 35,983     $ 35,747     $ 31,630  
                         
  Ending Cash Balance
  $ 319,463     $ 73,685     $ 319,463  
 
See accompanying notes to the condensed consolidated financial statements
 
 
7

 
 
International Silver, Inc.
             
 
 
(An Exploration Stage Enterprise)
             
 
 
Supplemental Disclosures of Non-Cash Financing Activities
         
 
 
               
 
 
   
 
   
Exploration Stage
 
   
Nine Months Ended
   
(June 16, 2006
 
   
September 30,
   
September 30,
   
through
 
   
2011
   
2010
   
September 30, 2011)
 
   
 
   
 
       
                   
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 cancelled
                       
        Repurchase of its common stock
  $ -     $ -     $ 30,000  
                         
   Issuance of incentive stock option grants
                       
        Grants issued
  $ -     $ -     $ 396,000  
                         
                         
Business Acquisition - Pan American assets
                       
  Purchase of mineral interests
  $ 900,000     $ -     $ 900,000  
  Purchase of land
    270,000       -       270,000  
  Purchase of land improvements
    37,500               37,500  
  Purchase of buildings
    49,310       -       49,310  
  Purchase of equipment
    450,000       -       450,000  
  Purchase of goodwill
    1,564,900       -       1,564,900  
  Deferred asset retirement cost
    1,402,200       -       1,402,200  
    Sub-total
  $ 4,673,910     $ -     $ 4,673,910  
    Less: Impairment cost recognized
    (1,564,900 )     -       (1,564,900 )
   Net Fair Value
  $ 3,109,010     $ -     $ 3,109,010  
                         
                         
Business Acquisition - Pan American assets
                       
  Contracts payable - Pan American Zinc Co.
  $ 3,271,710     $ -     $ 3,271,710  
  Asset retirement obligation
    1,402,200       -       1,402,200  
        Total Debt Assumed
  $ 4,673,910     $ -     $ 4,673,910  
                         
The Company relinquished its mining property in exchange for the following:
         
                         
        For repurchase of its common stock
  $ -     $ (30,000 )   $ (30,000 )
        For marketable securities in another company
  $ -     $ (25,000 )   $ (25,000 )
        For deed of trust in the mining property
  $ -     $ 90,000     $ 90,000  
 
See accompanying notes to the condensed consolidated financial statements
 
 
8

 
 
International Silver, Inc.
                                       
 
       
(An Exploration Stage Enterprise)
                                 
 
       
Unaudited Interim Condensed Consolidated Statement of Shareholders' Equity
         
 
   
 
       
 
                                           
 
       
                                       
Accumulated Deficit
       
 
       
Common Stock
   
Additional
   
Tresury Stock/
   
Prior
   
During
       
   
Share
   
No. of
    $ 0.0001    
Paid-In
   
Shares Issuable
   
Exploration
   
Exploration
       
   
Price
   
Shares
   
Par Value
   
Capital
   
Shares
   
Amount
   
Stage
   
Stage
   
Total
 
Shares issued:
                                       
 
   
 
       
   Prior to June 16, 2006
          1,000             $ 258,522                 $ (176,034 )   $ 0     $ 82,488  
   At June 16, 2006
          1,000             $ 258,522       0     $ 0     $ (176,034 )   $ 0     $ 82,488  
                                                                       
Stock Split - 12,000:1
                                                                     
  July 24, 2006
 
 
      12,000,000     $ 1,200       (1,200 )                                     0  
Shares issued for services
                                                                     
  September 13, 2006
  $ 0.0750       1,000,000       100       74,900                                       75,000  
  October 21, 2006
  $ 0.0500       100,000       10       4,990                                       5,000  
Shares issued for property
                                                                       
  September 19, 2006
  $ 1.0000       30,000       3       29,997                                       30,000  
Shares issued for acquisition
                                                                 
  Metales Preciosos,
                                                                       
    S.A. de C.V.
                                                                       
  October 21, 2006
  $ 0.1846       300,000       30       55,355                                       55,385  
Net Income/(Loss)
                                                            (163,224 )     (163,224 )
   At December 31, 2006
            13,430,000     $ 1,343     $ 422,564       0     $ 0     $ (176,034 )   $ (163,224 )   $ 84,649  
                                                                         
Shares issued for cash
                                                                       
  May 4, 2007
  $ 0.5000       400       0       200                                       200  
  May 11, 2007
  $ 0.5000       2,000       0       1,000                                       1,000  
  May 14, 2007
  $ 0.5000       4,000       0       2,000                                       2,000  
  May 16, 2007
  $ 0.5000       600       0       300                                       300  
  June 4, 2007
  $ 0.5000       3,000       0       1,500                                       1,500  
  October 29, 2007
  $ 0.5000       4,000       0       2,000                                       2,000  
  November 6, 2007
  $ 0.5000       28,000       3       13,997                                       14,000  
 
 
9

 
 
  November 8, 2007
  $ 0.5000       18,000       2       8,998                                       9,000  
  November 13, 2007
  $ 0.2500       200,000       20       49,980                                       50,000  
Shares issued for services
                                                                       
  May 22, 2007
  $ 0.0550       100,000       10       5,490                                       5,500  
  September 13, 2007
  $ 0.0400       250,000       25       9,975                                       10,000  
  September 21, 2007
  $ 0.0400       150,000       15       5,985                                       6,000  
Shares exchanged for debt
                                                                       
  June 30, 2007
  $ 0.5000       336,186       33       168,060                                       168,093  
Net Income/(Loss)
                                                            (128,147 )     (128,147 )
   At  December 31, 2007
            14,526,186     $ 1,452     $ 692,048       0     $ 0     $ (176,034 )   $ (291,371 )   $ 226,095  
                                                                         
Shares issued for services
                                                                       
  June 12, 2008
  $ 0.1333       150,000       15       19,985                                       20,000  
Shares exchanged for debt
                                                                       
  September 8, 2008
  $ 0.2890       335,567       35       96,945                                       96,980  
Shares repurchased
                                                                       
  November 10, 2008
                                    (30,000 )     (30,000 )                     (30,000 )
Net Income/(Loss)
                                                            (298,788 )     (298,788 )
   At December 31, 2008
            15,011,753     $ 1,501     $ 808,978       (30,000 )   $ (30,000 )   $ (176,034 )   $ (590,159 )   $ 14,286  
                                                                         
Shares issued for services
                                                                       
  October 6, 2009
  $ 0.0100       3,550,000       355       35,145                                       35,500  
Net Income/(Loss)
                                                            (82,160 )     (82,160 )
   At December 31, 2009
            18,561,753     $ 1,856     $ 844,123       (30,000 )   $ (30,000 )   $ (176,034 )   $ (672,319 )   $ (32,374 )
                                                                         
Treasury shares cancelled
                                                                       
  January 10, 2010
  $ 1.0000       (30,000 )     (3 )     (29,997 )     30,000     $ 30,000                       0  
Shares issuable
                                                                       
  March 3, 2010
  $ 0.0025       0                       ########       15,000                       15,000  
Shares issued for land
                                                                       
  April 26, 2010
  $ 0.0025       6,000,000       600       14,400       ########       (15,000 )                     0  
Shares exchanged for debt
                                                                       
  August 18, 2010
  $ 0.0250       2,000,000       200       49,800                                       50,000  
Shares issued for cash
                                                                       
  August 24, 2010
  $ 0.0200       2,000,000       200       39,800                                       40,000  
Stock option - grants issued
                                                                 
 
 
10

 
 
  November 1, 2010
  $ 0.1200                       396,000                                       396,000  
Shares exchanged for
                                                                       
  convertible note
                                                                       
  December 31, 2010
  $ 0.6000       50,000       5       74,995                                       75,000  
Net Income/(Loss)
                                                            (478,821 )     (478,821 )
                                                                         
   At December 31, 2010
            28,581,753     $ 2,858     $ 1,389,121       0     $ 0     $ (176,034 )   $ (1,151,140 )   $ 64,805  
                                                                         
Shares issuable
                                                                       
  March 31, 2011
  $ 0.6500       0                       25,000       16,250                       16,250  
Net Income/(Loss)
                                                            (173,545 )     (173,545 )
                                                                         
   At March 31, 2011
            28,581,753     $ 2,858     $ 1,389,121       25,000     $ 16,250     $ (176,034 )   $ (1,324,685 )   $ (92,489 )
                                                                         
Retirement of convertible
                                                                       
note
                                                                       
  4/21/2011
  $ 0.2050       499,077       50       102,308       (25,000 )   $ (16,250 )                     86,108  
                                                                         
Private placement:
                                                                       
  5/18/2011
  $ 0.1500       2,666,667       266       399,734                                       400,000  
  5/25/2011
  $ 0.1500       1,333,334       133       199,867                                       200,000  
  5/27/2011
  $ 0.1500       1,500,001       150       224,850                                       225,000  
  5/31/2011
  $ 0.1500       533,331       53       79,947                                       80,000  
  6/1/2011
  $ 0.1500       333,333       33       49,967                                       50,000  
  6/15/2011
  $ 0.1500       1,000,000       100       149,900                                       150,000  
  6/23/2011
  $ 0.1500       333,332       34       49,966                                       50,000  
                                                                         
Stock issuance costs
                            (139,724 )                                     (139,724 )
                                                                         
Net Income/(Loss)
                                                            (1,856,889 )     (1,856,889 )
                                                                         
   At June 30, 2011
            36,780,828     $ 3,678     $ 2,505,935       0     $ 0     $ (176,034 )   $ (3,181,574 )   $ (847,995 )
                                                                         
Net Income/(Loss)
                                                            (575,870 )     (575,870 )
                                                                         
   At September 30, 2011
            36,780,828     $ 3,678     $ 2,505,935       0     $ 0     $ (176,034 )   $ (3,757,444 )   $ (1,423,865 )
 
See accompanying notes to the condensed consolidated financial statements
 
 
11

 

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

Note A - Organization and Business

General
International Silver, Inc. 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 business strategy consists of acquiring and exploring high-grade silver properties throughout North and South America. The Company will initiate an intensive reconnaissance and exploration program around the Prince Mine and Pan American properties located in Nevada, 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.

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 September 30, 2011 and December 31, 2010 and results of operations for the comparative periods for the three months ended September 30, 2011 and September 30, 2010 and including the comparative periods for the nine months ended September 30, 2011 and September 30, 2010 have been made. Cash flows are presented for the comparative periods September 30, 2011 and September 30, 2010.

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, 2010 audited financial statements. The results of operations for the period ended September 30, 2011 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.
 
 
12

 

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, and (2) initiating a public offering.

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.
 
Note B - Summary of Significant Accounting Policies

Principles of Consolidation
The financial statements include the accounts of International Silver, Inc. and its subsidiary Western States Engineering, Inc. for the three months ended September 30, 2011 and September 30, 2010. 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 most adjustments are of a normal recurring nature. Non-recurring adjustments for the nine months ended September 30, 2011, included fair value adjustments to the “significant” asset group acquired and accounted for as a business acquisition and the impairment of goodwill.

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. At September 30, 2011, the Company has a bank balance in excess of FDIC limits. 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 2010, 100% of the revenue was realized from a related party. Minimal revenues have been derived in year 2011 from related parties.
 
 
13

 
 
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.

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 September 30, 2011, net trade receivables were $7,554 and at December 31, 2010, there were no trade receivables.   Related party receivables were $488 and $15,919, 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 September 30, 2011 and December 31, 2010, the Company held securities “available for sale” that were reported under the Equity Method.  At September  30, 2011 and December 31, 2010, the Company held investments in Continental Mining & Smelting Limited and Atlas Precious Metals Inc. common stock, both whose value are considered impaired.

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.
 
 
14

 

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.

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, 2011, and December 31, 2010, all mineral interests were in the exploration stage, with the exception of the Pan American acquisition which has continued exploration activities, but has commenced planned activities towards the development of that property.
 
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:
 
Buildings 20 years
Mining equipment 10 years
Vehicles 3 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 September 30, 2011, there was no depreciation nor amortization as the assets have not yet been placed in service.

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.
 
Estimates of future cash flows used to test the recoverability of a long-lived asset incorporate the company’s assumptions about its use of the asset and all available evidence was considered.  For impairment purposes, the asset groupings were considered at their lowest level for which identifiable cash flows are independent of the cash flows of other assets and liabilities.
 
At June 30, 2010, an impairment test was conducted for the assets acquired from Pan American Zinc Company, resulting in an impairment of Goodwill.  Refer to Note E – Impairment of Long-Lived Assets.
 
 
15

 
 
As of September 30, 2011, an impairment test was conducted in accordance with ASC 360-10-20 and 35.  No  additional impairment was recognized on 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 which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. As of September 30, 2011, the Company is obligated to place an environmental and reclamation bond on a recent purchase of a mineral interest. Refer to Note F.

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. As of September 30, 2011 and December 31, 2010, no options 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 J – 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 September 30, 2011 and September 30, 2010, the Company did not have any material items of comprehensive income.
 
 
16

 

Derivative Instruments
The Company revalues derivative liabilities as of each balance sheet date, and otherwise complies with the provisions of ASC 815-10.

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.
 
Note C – Prepaid Expense

At December 31, 2010, prepaid expenses encompassed two mineral property leases, which are treated as operating leases, pursuant to FASB ASC 840-20. Disclosure of lease terms is explained in Note D – Mining Properties of the audited financial statements for the year ended December 31, 2010. During the second quarter of 2011, the lease purchase option on the Pan American Mine property was exercised (refer to Note I – Contract Payable).  At September 30, 2011 and December 31, 2010, prepaid expenses were comprised of the following:

   
September 30,
2011
   
December 31,
2010
 
             
Prepaid lease - Prince Mine
 
$
5,480
   
$
42,467
 
Prepaid lease – Pan American Mine
   
0
     
36,712
 
Prepaid – Other
   
407
     
1,351
 
Total Prepaid Expense
 
$
5,887
   
$
80,530
 
 
Note D – Property, Plant and Equipment

Property, plant and equipment are segregated into two categories, 1) acquired assets, which constitute a business acquisition and 2) other purchased assets.
 
 
17

 

On April 21, 2011, the Company acquired the assets of Pan American Zinc Company, which are accounted for under the “Asset Acquisition Method”.  Valuation of these assets was made in accordance with FASB ASC 805 - Business Combinations.  The following table reflects the asset valuations and the required disclosures on determining fair value measurements:
 
   
September 30,
2011
   
December 31,
2010
 
Highest &
Best Use
 
Level of
Input
 
Valuation
Method/
Approach
Pan American Asset Acquisition
                     
Land
 
$
270,000
   
$
0
 
In use
   
3
 
Market
Mineral interests
   
900,000
     
0
 
In use
   
3
 
Income
Land improvements
   
37,500
     
0
 
In use
   
2
 
Market
Buildings
   
49,310
     
0
 
In use
   
3
 
Cost
Equipment
   
450,000
     
0
 
In use
   
3
 
Cost
   
$
1,706,810
   
$
0
             
Less: accumulated depreciation/amortization
   
0
     
0
             
   
$
1,706,810
   
$
              0
             
 Administration Office                            
 Computer equipment   $ 790     $ 0              
 Less: accumulated                            
 Depreciation      ( 33)     $ 0              
    $ 757     $ 0              
 Net property, plant and                            
  Equipment   $ 1,707,567     $ 0              
 
Depreciation expense of $33 was recorded for the nine months ended September 30, 2011.  No depreciation was recorded for the nine months ended September 30, 2010.  In addition, no depreciation or amortization has been recorded, as the above mine site assets have not been placed in service.

The assets noted above were acquired on April 21, 2011 from Pan American Zinc Company (Refer to Note I – Contracts Payable. The purchase was accounted under the “Asset Acquisition Method”, pursuant to ASC 805 – Business Combinations. Fair value measurements are “provisional” and were made by obtaining the best information available as of the date of acquisition. Due to this recent purchase, the Company engaged a technical engineering consultant to assist management in the determination of fair values by identifying the acquired assets, categorizing them, determining their “highest and best use” and determining the market participants and disclosing the level of inputs.
 
 
18

 

Provisional fair values were assigned each category of fixed assets based on ASC 820- Fair Value Measurement by applying the guidelines sets forth therein. Management has identified the principal market for purposes of the valuation of these assets as either development stage companies in the primary metals industry or established junior mining companies. The valuation premise applied on these fixed assets was “in-use”, which “assumes the maximum fair value to market participants is the price that would be received by the reporting entity assuming the asset would be used by the buyer with other assets as a group that would be made available to potential buyers”. Pursuant to requirements stated in ASC 820, Management will be obtaining a business valuation from an independent consultant in the ensuing weeks and based on the fair values derived, will be adjusting the stated amounts of the acquired assets.  At September 30, 2011, no adjustments to the initial valuation were made.
 
Under ASC 820, the inputs, which are the assumptions that market participants would use in pricing an asset, are classified in three levels, as follows:

Level 1 – These inputs are considered the most reliable evidence of fair value; these inputs consist of quoted prices in active markets for identical assets
 
Level 2 – These inputs are quoted prices for those assets that are directly or indirectly observable; these inputs are to be considered when quoted prices for identical assets are not available.
 
Level 3 – These inputs are unobservable; these inputs are necessary when little, if any, market activity occurs for the asset.

Provisional fair value measurements of the “significant asset group” on the acquisition of the Pan American mine assets were reduced or impaired upon initial recognition to their net salvage value as follows:

Land was valued by applying level three inputs or unobservable inputs as little, if any, market activity has occurred for this asset. This property has laid idle for 30 years, when it was last mined in 1978.

Mining claims were valued applying level three inputs; utilizing the market approach, and determined by a geology engineering consultant based on a standard method of the valuation of mineral assets as applied to “proven and probable” ore reserves from the predecessor owner’s report and applying standard market factors taken from the “Davis, 2002, Economic Methods of Valuing Mineral Assets”. Due to uncertainties regarding adequate funding and demonstrable support for future undiscounted cash flows that exceed estimated fair value of the acquired ore reserves, Management’s position is that there is some underlying value in the reserves whereby the Company could sell the mining claims outright to an interested market participant for at least 50% of the initial value established.

Water rights acquired were valued using level two inputs; quoted prices of similar assets. Water rights were initially valued at the cost of establishing a similar commercial well. For valuation purposes, water rights are considered transferable to an interested market participant for at least half of that value.

Buildings were valued applying level three or unobservable inputs; the cost approach was used in arriving at a valuation based on a cost per square foot that a market participant would be willing to pay. In the case of the building valuations, estimates were applied based on knowledge of the industry, considering the age and condition of the assets. Ninety percent (90%) of this value is considered impaired, as proceeds from steel scrap would cover the cost of demolition or removal for use elsewhere.

Equipment was valued applying level three or unobservable inputs; Equipment is in poor to fair condition and some will require replacement. In considering impairment, the inherent risk is that the equipment on a stand-alone basis would sell at 25% less than the assigned values, if utilized elsewhere. Estimates were applied based on knowledge of the industry, considering the age and condition of the assets.

 
19

 

Note E – Impairment of Long-Lived Assets

Pursuant to ASC 360-10-35, “ if the carrying value of an asset or asset group (in use or under development) is evaluated and found not to be fully recoverable, i.e., the carrying amount exceeds the estimated gross, undiscounted cash flows from use and disposition, then an impairment loss must be recognized”. Due to uncertainties present as of September 30, 2011, i.e., lack of adequate funding and demonstrable support for future undiscounted cash flows that exceed estimated fair value of the acquired assets, the Company recognizes the asset’s fair value for newly-acquired assets of the former Pan American mine property at the asset’s salvage value.
 
Upon initial recognition of fair valuation for this business acquisition, the difference between the acquisition costs and the provisional fair values is reflected as Goodwill in the amount of $1,564,900. Goodwill represents the excess of the acquisition costs over the assigned fair values of the “significant asset group” as of April 21, 2011, the date of acquisition. At June 30, 2011, an impairment test pursuant to the general guidelines described in ASC 350-20-35-2 and more specifically ASC 350-20-35-4 thru 35-14 – Recognition and Measurement of an Implied Loss was performed. Based on the impairment analysis, a review of available data and evidence as of the reporting date, Goodwill was fully impaired as of June 30, 2011.

At September 30, 2011 an impairment test of goodwill was performed and its was determined that no impairment of Goodwill was warranted.

At June 30, 2011, impairment testing for asset retirement costs was also conducted.  These capitalized costs represent the offset to the contractual asset retirement obligation and represents the cost of disposal of the manganese concentrate tailings acquired on the Pan American asset acquisition.  For recognition and measurement of an impairment loss, the concentrate tailings were not grouped with the other newly-acquired assets for purposes of establishing the lowest level, as identifiable cash flows are independent of the cash flows of the other assets acquired.
 
Testing for impairment was based on the estimated future cash flows on the sale of these manganese concentrate tailings based on prevailing market rates for manganese concentrates having similar characteristics, less reprocessing costs.  At September 30, 2011, testing for impairment revealed that there were no events or changes to indicate that the carrying value of the asset retirement costs required impairment.
 
Note F – Deferred Asset Retirement Cost and Asset Retirement Obligation

On April 21, 2011, the Company acquired land and mineral rights located in Nevada from Pan American Zinc Company, which obligated the Company to place an environmental and reclamation bond in the amount of $1,500,000 on or before June 30, 2012 for past mining and processing activities on the property previously owned and operated by Pan American Zinc Company
 
Pursuant to ASC 410-20-25-5, initial recognition of an asset retirement obligation requires an “increase to the carrying amount of the related long-lived asset”.  At date of acquisition, April 21, 2011, the Company established a “Deferred Asset Retirement Cost’ for $1,402,000, which represents the net present value of the environmental obligation contractually assumed.  The asset retirement obligation (“ARO”) is primarily for the remediation and clean-up of manganese mill tailings, consisting of approximately 150,000 tons of off-specification manganese concentrates or tailings which are required to be removed or disposed pursuant to appropriate environmental regulations, including a portion for purposes of general remediation and clean-up in and around the processing facilities, including some waste piles.
 
 
20

 
 
A reconciliation of the beginning and ending aggregate carrying amount of the asset retirement obligation is shown as follows:
 
    Three Months Ended  
   
September 30,
2011
   
June 30,
2011
 
             
  Beginning balance   $ 1,402,000     $ 0  
                 
  Liabilities incurred in current period     0       1,402,000  
                 
  Liabilities settled in the current period     0       0  
                 
 Accretion expense     11,693       0  
                 
 Revisions in estimated cash flows     0       0  
                 
 Ending balance   $ 1,413,693     $ 1,402,000  
 
Pursuant to ASC 410-20-35-8, any changes resulting from revisions to the timing or the amount of the original estimate of undiscounted cash flows shall be recognized as an increase or a decrease in the carrying amount of the liability for an asset retirement obligation and the related asset retirement cost capitalized as part of the carrying amount of the related long-lived asset.  As of September 30, 2011, there have been no additional asset retirement obligations incurred or settled nor has the original estimate of the asset retirement obligation been revised.
 
Once the Company develops a reclamation plan that is approved by the State of Nevada, an “ARO” calculation, pursuant to established ASC guidelines will be made with a charge to “accretion’ expense, as appropriate.
 
Note G – Investments

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, 2010, the Company owned a 17.4% interest in Continental, whose outstanding shares were 34,528,001.

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.
 
 
21

 

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, 2010 and September 30, 2011, there is no measurable value in the common stock of Continental Mining and Smelting Limited. The company is newly-formed and is seeking to go public in the Canadian stock exchange (TSX) within the year.

At December 31, 2010, the Company’s share of losses for the year then ended was $27,045. For the nine months ended September 30, 2011, the Company’s proportional share of Continental’s losses were $115,321 and for cumulative losses, inception to–date of $142,366. 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.

Additionally, the Company holds 25,000 shares of common stock in Atlas Precious Metals Inc., a privately-held Canadian company who is affiliated with International Silver, Inc.  At September 30, 2011, there is no discernable value in these shares of common stock.

At September 30, 2011, 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  
Atlas Precious Metals Inc.     25,000     $ 0.000     $ 0  
 
Note H – Note Payable

On December 21, 2010, the Company obtained a convertible note in the amount of $75,000 from Tintic Standard Gold Mines, Inc. This bridge loan was made in contemplation of the Company obtaining $2,000,000 in equity financing from other independent third-parties.

Stated interest for the ninety-day period is $10,000 and as additional consideration, the holder was granted fifty thousand shares of our common stock on December 31, 2010. These shares are “restricted” shares and bear “piggyback and demand registration” rights.

On March 31, 2011, an extension pursuant to the terms of the note was made. At March 31, 2011, interest in the amount of $10,000 was accrued with an additional 25,000 shares of common stock issuable to Tintic Standard Gold Mines, Inc.  On April 21, 2011, management negotiated a settlement on the convertible note and issued an additional 499,077 shares of the Company’s common stock to retire the debt.

In addition, on April 21 2011 the Company exercised its purchase option agreement for the Pan American Mine assets – refer to Note I – Contract Payable. On execution of the option to exercise, a promissory note in the amount of $100,000 was issued to Pan American Zinc Company, payable in ten equal monthly installments of $10,000, interest only.  At September 30, 2011, the net present value, less interest payments applied amounts to $36,610.
 
 
22

 

Notes payable as of September 30, 2011 and December 31, 2010, respectively, are shown below:

   
At September 30,
2011
   
At December 31, 2010
 
             
Promissory note – Pan American Zinc Company
 
$
36,610
   
$
0
 
Short-term convertible note – Tintic Standard Gold, Inc.
   
0
     
75,000
 
   
$
36,610
   
$
75,000
 
Less: Discount on note
   
0
     
(66,667
)
   
$
36,610
   
$
8,333
 
 
Note I – Contract Payable

On April 15, 2011, the Company exercised its option to purchase the assets of the Pan American Mine from Pan American Zinc Company. Terms of the contract required the issuance of a promissory note (refer to Note H), interest only, for the initial ten months, with installments of $10,000 each, commencing May 23, 2011. The contract price of $3,500,000 is due and payable, cash in full, on or before February 23, 2012. At the Company’s option, a partial payment of $1,500,000 can be paid, on or before February 23, 2012, together with the delivery of a promissory note for the remaining balance of $2,000,000, with stated interest of 4% per annum.  Additionally, the company is obligated to place an environmental and reclamation bond in the amount of $1,500,000 on or before June 30, 2012, as mentioned in Note F – Deferred Asset Retirement Cost and Asset Retirement Obligation.

As of September 30, 2011, the Company is reflecting a net present value of $3,390,155, based on an imputed interest rate of 3.43%.  Interest expense recognized for the three months ended September 30, 2011, representing the amortization of the discount on the note was $118,445.
 
Note J - 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
 
 
 
23

 
 
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 September 30, 2011, the Company recorded a deferred tax benefit of $577,466, 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. Deferred tax asset is based on prevailing IRS graduated tax tables which average 33% at September 30, 2011 and December 31, 2010.

Net deferred tax assets consist of the following components:
 
   
September 30,
   
December 31,
 
   
2011
   
2010
 
             
Deferred Tax Asset
 
$
577,466
   
$
203,503
 
Valuation Account
   
(577,466
)
   
(203,503
)
Net Deferred Tax Asset
 
$
0
   
$
0
 

At December 31, 2010, The Company had a net operating loss carry-forward of $561,874 for federal income tax purposes that may be offset against future taxable income from years 2010 through 2028. 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.
 
Note K – 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.
 
 
24

 

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.
 
On June, 2007, the Company issued 3,000 shares of common stock at $0.500 per share for $1,500.
 
On October, 2007, the Company issued 4,000 shares of common stock at $0.500 per share for $2,000.
 
On November, 2007, the Company issued 246,000 shares of common stock at $0.297 per share for $73,000.

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 a shareholder/officer, as explained in Note H.

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.

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.
 
 
25

 

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.

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.

At December 31, 2010, the Company had authorized 500,000,000 shares of common stock, 28,581,753 shares had been issued and are outstanding.

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 were to third party individuals and companies not related to International Silver, Inc.

There were no stock issuances during the quarter ending September 30, 2011.

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.

Options outstanding as of September 30, 2011 are as follows:
 
   
No. of shares
   
Weighted – Average
Exercise Price
 
Contractual
Life
Outstanding – January 1, 2011
   
3,300,000
   
$
0.20
 
5.0 years
Granted
   
0
     
-
   
Exercised
   
0
     
-
   
Forfeited
   
0
     
-
   
Outstanding – September 30, 2011
   
3,300,000
   
$
0.20
 
5.0 years

 
26

 

Warrants
During the quarter ended June 30, 2011, as a component of the 8,237,998 “units” the Company sold in private placements, the Company issued 8,237,998 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 September 30, 2011, none had yet been exercised.

Warrants outstanding at September 30, 2011 were as follows:
 
Expiry Date
 
Warrant Type
 
Number of Warrants
   
Exercise Price
   
Fair Value
 
                       
May 20, 2014
 
Investors
   
7,698,998
   
$
0.20
   
$
2,310,000
 
June 14, 2014
 
Broker
   
539,000
   
$
0.20
   
$
161,700
 
  Total
       
8,237,998
           
$
2,471,700
 

Fair value was determined using the Black-Scholes model with the following assumptions:

Stock price $0.30
Expected life 3 years
Volatility 341%
Dividend yield nil
Annual risk-free interest rate 3%

The Company estimated the total value of the warrants at $2,471,700 which were treated as a cost of issue which debited and credited Paid In Capital, resulting in a null journal entry and no impact on our financial statements.

Note L - 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.
 
   
September 30,
   
December 31,
 
   
2011
   
2010
 
Due From Related Parties
           
Atlas Precious Metals, Inc.
 
$
248
   
$
15,860
 
Arimetco International, Inc.
   
240
     
59
 
  Total
 
$
488
   
$
15,919
 
 
 
27

 
 
Due To Related Parties
           
Harold R. Shipes - Shareholder/Officer
 
$
0
   
$
36,589
 
John McKinney – Shareholder/Officer
   
131
     
0
 
Atlas Precious Metals, Inc.
   
0
     
11,500
 
  Total
 
$
131
   
$
48,089
 

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

Atlas Precious Metals Inc. had contracted engineering services from International Silver, Inc. related to feasibility studies and other general engineering services at their smelter located in Potosi, Bolivia. At December 31, 2010, Atlas Precious Metals Inc. suspended its activities in Bolivia, thus terminating the contract. The balance due from Atlas Precious Metals Inc. on this contract as of December 31, 2010 was $15,860. At September 30, 2011, the balance on this contract had been paid.

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

The Company previously owed various demand notes to Harold R. Shipes, Chief Executive Officer and Chairman of the Board of Directors of International Silver, Inc. and the founding member of the Company. On July 12, 2010, the Company reduced its debt owed to him of $50,000 by issuing two million shares of common stock in exchange. At September 30, 2011, no debt remained outstanding.  In addition, John McKinney, the Chief Financial Officer of International Silver, Inc. was due $131, for debts incurred on behalf of the Company.
 
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. Rental expense for the administrative offices for the nine months ended September 30, 2011 is $52,500.  As of September 30, 2011, there was no outstanding balance due.
 
Note M – 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 September 30, 2011 are $353,801. Exploration costs incurred for the nine months ended September 30, 2011 were $69,879.
 
Note N – Committments and Contingencies

At September 30, 2011, the Company renewed its lease agreement with Atlas Precious Metals Inc., a related party, by serving notice of such intent for an additional twelve months at a monthly rate of $9,500.

Note O – Subsequent Events

Management has reviewed all subsequent events through the issuance date of the condensed financial statements and has disclosed all material events that have transpired subsequent to September 30, 2011 up through the issuance date.
 
 
28

 
 
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 September 30, 2011 (the “September 2011 Quarter”) as compared to the three months ended September 30, 2010 (the “September 2010 Quarter”)

For the September 2011 Quarter, we recorded a net loss of $575,870, as compared to a net loss of $1,281 for September 2010 Quarter or an increase in net loss of $574,589. General and administrative expenses increased substantially over the September 2010 Quarter due to the acquisition of the Pan American mine assets and mineral lease of the Prince mine property resulting in increased administrative costs, planning, consulting, exploratory and development work.

During the September 2011 Quarter , the company did not realize any revenues, whereas $29,700 of revenues stemming from engineering services were recorded during the September 2010 Quarter. This resulted from cessation of engineering services rendered on a related party contract.

Operating expenses reflected during the September 2011 Quarter were $418,065 an increase of $387,084 as compared to operating expenses of $30,981 for the September 2010 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 Pan American mine property recently acquired and exploration work underway on other mining leased property.

A net increase in Other Expenses of $157,805 during the September 2011 Quarter, as compared to the September 2010 Quarter, was due to interest expense related to the notes issued to Pan American Zinc company on the purchase of its mine assets. There was no interest expense incurred during the September 2010 Quarter.
 
 
29

 

Operating Performance for the nine months ended September 30, 2011 as compared to the nine months ended September 30, 2010

For the nine months ended September 30, 2011, we recorded a net loss of $2,606,304, as compared to a net income of $3,355 for nine months ended September 30, 2010 or an increase in net loss of $2,609,659. The increase in net loss arose from reduced revenues from contracted engineering services, increased administrative costs as the Company has been actively pursuing financing, exploring and is preparing to engage in development work on one of its properties. Additionally, we recognized a substantial loss on the impairment of goodwill resulting from the acquisition of the Pan American mine assets and interest costs related to the financing of the purchase.

During the nine months ended September 30, 2011, we had revenues of only $5,500, as compared to $86,370 during the nine months ended September 30, 2011, due to the termination of engineering services rendered to a related company.

Operating expenses incurred during the nine months ended September 30, 2011 were $773,849, an increase of $705,834 as compared to operating expenses of $68,015 incurred during the nine months ended September 30, 2010. Exploration work on both the Prince and Pan American mine properties and the mineral lease expense related to the two properties account for an increase in expenditures of $134,721 over the same period last year. Increased administrative expenses in the amount of $571,080 for rent, salaries, consulting, travel, and various other administrative expenses were due to procurement of financing and the commencement of planning for development work on the Pan American mine property recently acquired.

Other expenses incurred during the nine months ended September 30, 2011 included the recognition of an impairment loss on Goodwill in the amount of $1,564,900 relating to the acquisition of the Pan American Mine assets. Financing costs related to a bridge loan and the financing of the purchase of the Pan American assets in the amount of $261,362 were incurred during the nine months ended September 30, 2011 as compared to none during the nine months ended September 30, 2010.

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 nine months ended September 30, 2011, 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 approximately $3,757,444, 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. During 2011, we continue to be engaged in efforts to raise additional capital to fund the working capital requirements and exploration and development activities necessary to meet our business objectives.

We will have to supplement our currently available funds to satisfy our cash requirements for the immediate months by raising funds through an equity funding. We anticipate total spending requirements of approximately $4.5 million pending adequate financing over the next twelve months, in the following areas:
 
 
30

 

Our global capital budget for the completion of acquisitions, exploration and development programs in the Pioche District are as follows:
 
Activity
 
Cost - U.S.$
 
1. Mine Salaries and Benefits, one year
 
$
950,000
 
2. Geological Evaluation and Drilling Contracts
 
$
600,000
 
3. Mine Re-habilitation, mobilization
 
$
250,000
 
4. Miscellaneous Equipment
 
$
200,000
 
5. Working Capital
 
$
150,000
 
6. Corporate Overhead, One Year
 
$
800,000
 
7. Legal
 
$
50,000
 
8. Property Payments and Acquisitions
 
$
1,200,000
 
9. Offering Commissions
 
$
300,000
 
TOTAL
 
$
4,500,000
 

We cannot meet these requirements from our present operations. We intend to seek to finance these activities through the sale of our equity securities. We cannot assure you that we will be able to raise sufficient funds, if any, through the sale of our equity securities, and our inability to raise these funds will impair our ability to develop our business. Further, any sale of equity securities is likely to result in significant dilution to our shareholders

Cash and Cash Flows

Cash on hand at September 30, 2011 was $319,463 as compared to $73,685 at September 30, 2010. The increase in cash of $245,778 at the end of the nine months ended September 30, 2011 as compared to the nine months ended September 30, 2010 was due to proceeds realized from a private offering, net of cash operating expenditures incurred through September 30, 2011.

Net cash flows from operating activities were ($682,586) for the nine months ended September 30, 2011, compared to $12,938 for the nine months ended September 30, 2010. Negative cash flows for the nine months ended September 30, 2011 reflect minimal revenues, 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 Pan American mine property recently acquired. During the nine months ended September 30, 2010 there was relatively little to no activity other than minimal exploration.

Minimal investing activities occurred during the nine months ended September 30, 2011. The only capital purchases stem from computer equipment. There was no cash impact on the purchase of the Pan American assets aside from interest only payments of $50,000 made on a promissory note. Close of escrow is scheduled for February 21, 2012. No investment activities occurred during the nine months ended September 30, 2010.

Financing activities undertaken during the nine months ended September 30, 2011 included the sale of common stock from a private placement offering initiated in May, 2011 and continuing through August 26, 2011 generating net proceeds of $1,015,276. As of September 30, 2011, interest only payments of $50,000 had been made on a promissory note related to the purchase of the Pan American assets.
 
 
Going forward, our business plan does not reflect, nor do we anticipate, any revenues during the remaining part of our exploration phase. We do not anticipate any other type of revenue until we confirm previously demonstrated mineralization, obtain operating permits, and construct mining and processing facilities.
 
 
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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 engaged in the following exploration activities and incurred the following exploration costs since inception:

Capitalized Acquisitions
a) Purchased the Tecoma Mine (fee simple) – Year 2007
 
$
90,000
 
         
b) Sale of Tecoma Mine – Year 2008
   
(90,000
)
         
Exploration Costs:
       
a) Acquired a 98% interest in Metales Preciosos, S.A. de C.V., a Mexican company, whose mineralized interests are as indicated in 1)–4):
       
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
   
46,729
 
         
d) Other exploration sites (evaluation)
       
1) Anaconda
   
7,500
 
         
2) Oro Blanco
   
8,840
 
         
3) Pioche
   
70,015
 
         
4) SE Arizona Silver
   
4,829
 
         
5) Mohave Gold
   
1,050
 
         
6) Zonia Mine
   
6,650
 
         
e) General Administrative Costs
   
28,603
 
         
Total acquisitions and exploration costs
 
$
353,801
 
 
 
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These direct exploration costs account for approximately 16% of the total operating expenditures of $2,276,328, 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 quarter ended September 30, 2011 have been applied consistently with the year ended December 31, 2010.

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 Phase I exploration activities and are for a period of twelve months, at an approximate cost of $2.9 million. We will begin with evaluation of existing mine plans and reserves of both the Prince and Pan American Mines, and mechanical and electrical evaluation of the Caselton Concentrator. Clean up and repair of underground workings to provide safe access will be followed by geologic sampling. and mapping of known structures and existing workings with a view to commencement of operations since both were operating mines. Based upon our analysis of the test results and studies, we will determine whether to proceed with Phase II exploration and development, which will be focused on delineating a near surface mineralized zone on the Prince property and re-start evaluation of the Pan American Mine to feed the Castleton Concentrator. We cannot determine, predict, or assure whether we will be able to proceed with Phase II exploration and development activities regarding any of our properties or claims. Our exploration activities will be conducted under the overall direction of our consulting geologist using industry standard quality assurance and control procedures, but each Plan of Operations described below will be directly managed and supervised by a degreed mining engineer, Project Engineer that we plan to hire.

Properties - The Leviathon property in San Bernardino County, California and the Pioche mining district properties in Lincoln County, Nevada.

We will continue to hold the Calico Silver property and will focus our exploration efforts on the Pioche Mining District at a total cost of $3,000,000. We will use thirteen employees and infrastructure for the Prince Mine, Pan American Mine and Caselton Concentrator. Our exploration program is shown below:

Exploration Phase I:
 
1)
Evaluation of existing mine plans and reserves calculations:
Both Prince and Pan American were operating mines when shut down and have operations plans and historic non-SEC compliant resource calculations. These will be organized and evaluated and prepared for required supplemental work and digitizing into a computerized mine planning system to determine the accuracy and reliability of existing data. Initial attention will focus on the development of an open pit plan at the Prince Mine and organization of an exploration drilling program to develop that resource. Simultaneously, we will evaluate the Pan American Mine for possible re- start. The initial programs will require approximately three months and will proceed simultaneously with the physical rehabilitation of underground workings of both mines.
 
 
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2)
Repair of existing underground workings to allow safe access.
This will entail three months of work by three laborers and one supervisor. The main Prince shaft will be re-conditioned to allow access and put into working order to identify the scope of underground work required to access existing workings in a safe and secure manner.

3)
Clean up of surface dumps, ore piles, facilities, etc.
This will entail surveying and mapping of the property with reference points for each surface dump. Dumps will be measured and tonnage calculations produced. A general clean-up campaign of the surface will be conducted. This will require two laborers under the supervision of the Mine Manager. Surveying and mapping will be contracted to local surveyors. It will require less than one month and will be conducted simultaneously with items 1) and 2).

4)
Mapping and sampling of underground workings.
Mapping will be conducted with contract surveyors under the supervision our geologist with a view to verifying historic mine plans, ore location of mineralization and status of workings. It will require one month. It will commence following month three when the workings have been secured and made safe. Sampling of underground structures will be conducted by our geologist with three helpers. It will commence in month four and will require one to two months. Representative geologic samples will be collected under the direct supervision of a registered geologist. The samples will be shipped using standard chain of custody procedures and quality control protocols. Sample analysis will be conducted by a registered and certified analytical laboratory and will include the analysis of assay standards and blanks for quality control ands assurance.

5)
Geophysical studies.
An induced polarization and electrical resistivity study will be contracted to further define the zone identified for potential open pit mining and will require approximately two months to complete. It will be coordinated by our Geologist and conducted by an independent contractor.

6)
Mechanical and electrical inspection of the Caselton Concentrator.
During the first months of operation, the Caselton Concentrator will be inspected both mechanically and electrically to quantify its condition and determine the extent of repairs and the time and cost that will be required to initiate operations. It is anticipated that this work will require approximately 30 days for completion.

Exploration Phase II:
 
1)
Surface and underground drilling .
Upon the completion of Phase I, all accumulated data from underground and surface sampling, geo-chemical 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 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..
 
 
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2)
Mine planning.
As assays come back from drilling programs, the engineering department will enter them into a 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.
 
Development Phase III :
 
1)
Feasibility Studies.
This phase of the Operations Plan will commence providing the results of the previous phases have been positive, ,possibly in the year following the exploration program. The study will be done in 'house' by the engineering department with assistance from an independent mining engineering firm. The study will include metallurgical testing of geologic samples to determine the appropriate flow sheet for processing the ore. This phase will require approximately six months to completion.

2)
Environmental Permitting
This phase of the Operations Plan will be on-going with the Feasibility Study and will require a minimum of nine months, depending on the size of the facility to be permitted as defined by the various testing programs, mine planning and the feasibility report. It will commence as soon as possible and will be managed by the Mine Manager, our Geologist and a contract Environmental Engineer.

3)
Mine development and Mill rehabilitation
This phase of the Operating Plan will commence upon granting the required environmental permits and operating licenses. Mine development and mill rehabilitation will be under the Mine Manager and will be done by outside contractors.
 
4)
Pan American re-start budget
During the first three months of Phase II, a re-start plan and budget based on Pan American ore to the Caselton Concentrator will be developed. The concentrator will require new environmental permits and will be a part of the Item 2) work. A new tailings dam will need to be designed and permitted.prior to operations at the concentrator.

Our ability to complete any of the activities described under “Plan of Operations” require significant funding. We do not presently have any commitment for portion of the funding, and we cannot assure you that we will be able to obtain any funding or that the terms on which 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 any 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.

 
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.
 
ITEM 4 - CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures as defined in Rule 13a-15(e)and 15(d) – 15(e) under the Securities Exchange Act of 1934, as amended ("Exchange Act") that is designed to ensure that 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, within the time specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

In accordance with Exchange Act Rule 13a-15(b) and 15(d) – 15(e), our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter covered by this Quarterly Report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective, as of the end of the third quarter ending September 30, 2011, to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission's rules 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 September 30, 2011. 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 September 30, 2011 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
 
 
37

 
 
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.

In addition to the information contained in this report, you should carefully consider the risk factors disclosed in our Form 10-K, which could materially affect our business, financial condition or future results. Except as described elsewhere in this report, there have been no material changes from the risk factors previously disclosed in our Form 10-K.

Risks Related to our Business Activities.

Our financial condition raises substantial doubt about our ability to continue as a going concern.
 
As of September 30, 2011, we have an accumulated deficit of $3,933,478. We are an exploration stage enterprise and have generated nominal revenue during our exploration stage. Our auditor has issued a going concern opinion that there is substantial doubt whether we can continue as an ongoing business. If we fail to obtain approximately $4.5 million of financing, we will be unable to pursue our business plan and operations will have to be curtailed or terminated, in which case you will lose part or all of your investment in our common stock. Further, if we raise funds through the sale of our equity securities, our shareholders will suffer significant dilution.

Because we lack an operating history and have had virtually no operations, our internal controls and reporting systems may have material weaknesses which may result in material risks of which we are unaware remaining unreported or undisclosed.

Our operating history since the inception of our new business plan in 2006 has consisted of preliminary exploration activities and non-income-producing activities. In addition, our management has not devoted its full time to our business and operations. Accordingly, our internal institutional structures are weak, and we have limited internal controls and reporting systems. This means we may be unable to detect and report material risks and weaknesses in or to our business and operations. If a material adverse contingency that had remained undetected and undisclosed due to the weaknesses described above occurred, this lack of disclosure would limit your ability to plan for such an event and could have a material adverse effect on our business and results of operations and on your investment in us.
 
 
38

 

Because our properties or claims may never have reserves or be profitable, your investment in our common shares may be negatively impacted.
 
None of the properties or claims on which we have the right to explore for silver and other precious metals is known to have any confirmed commercially mineable deposits of silver or other metals that may be mined at a profit. We may be unable to develop our properties at a profit, either because, 1) the deposits are not of the quality or size that enable us to make a profit from actual mining activities or 2) because it may not be economically feasible to extract metals from the deposits. In either case, you may lose part or all of you entire investment.

Because we are an exploration stage company, we have no mining operations, and our future operations are subject to substantial risks, we may never be successful in conducting any future mining operations .
 
We are not a mining company, but rather a beginning stage exploration stage. We will be unable to generate revenues or make profits, unless we actually mine deposits, if any actually exist.

We lack an operating history in our current business plan and we have losses, which make it difficult for you to evaluate whether we will be able to continue our operations or ever be profitable.

In June 2006, we began our current business plan of conducting exploration for silver and other minerals — our short operating history has consisted of preliminary exploration activities and non-income-producing activities. Accordingly, we have no adequate operating history for you to evaluate our future success or failure.

Our management has conflicts of interest that may favor the interests of our management, but to the detriment of our minority shareholders’ interests.
 
Our officers and directors also serve as officers and/or directors of other mining exploration companies and are related by family relations to one another. As a result, their personal interests and those of the companies that they are affiliated with may come into conflict with our interests and those of our minority stockholders. We as well as the other companies that our officers and directors are affiliated with may present our officers and directors with business opportunities that are simultaneously desired. Additionally, we may compete with these other companies for investment capital, technical resources, key personnel and other things. You should carefully consider these potential conflicts of interest before deciding whether to invest in our shares of our common stock. We have not yet adopted a policy for resolving such conflicts of interests. Because the interests of our officers and the companies that they are affiliated with may disfavor our own interests and those of our minority stockholders, you should carefully consider these conflicts of interest before purchasing shares of our common stock.

The services of our President and Chief Executive Officer, Executive Vice President/Chief Financial Officer, Consulting Geologist, and our Vice President of Administration and Logistics, are essential to the success of our business; the loss of any of these personnel will adversely affect our business.
 
Our business depends upon the continued involvement of our officers, directors, and consulting geologist, each of whom have mining experience from 9 to 35 years. The loss, individually or cumulatively, of these personnel would adversely affect our business, prospects, and our ability to successfully conduct our exploration activities. Before you decide whether to invest in our common stock, you should carefully consider that the loss of their expertise, may negatively impact your investment in our common stock.

We may be denied the government licenses and permits or otherwise fail to comply with federal and state requirements for our exploration activities.
 
Our future exploration activities will require licenses, permits, or compliance with other state and federal requirements regarding prospecting, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Delays or failures to acquire required licenses or permits or successfully comply with the pertinent federal and state regulations will negatively impact our operations.
 
 
39

 

We do not carry any property or casualty insurance and do not intend to carry such insurance in the near future which may expose us to liabilities that will negatively affect our financial condition.
 
The search for valuable minerals exposes us to numerous hazards. As a result, we may become subject to liability for such hazards, including environmental pollution, cave-ins, unusual or unexpected geological conditions, ground or slope failures, cave-ins, changes in the regulatory environment and natural phenomena such as inclement weather conditions, floods and earthquakes or other hazards that we cannot insure against or which we may elect not to insure. At the present time we have no coverage to insure against these hazards, should we incur liabilities involving these hazards that may have a material adverse effect on our financial condition.
 
ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
On August 25, 2011, the Company completed a private placement of its common stock totaling $1,155,000. Casimir Capital LP was the placement agent for the financing. The private placement consisted of the issuance and sale of an aggregate of 7,699,998 units at a purchase price of $0.15 per unit. Each unit is comprised of one share of common stock and a three-year warrant to purchase one share of common stock at a price of $0.20 per share. The sale of unregistered securities were to third party individuals and companies not related to International Silver, Inc.

The aggregate sales price was $1,155,000 with placement agent fees paid in the amount of $80,850, including the issuance of three-year placement agent options to purchase a total of 539,000 units at a purchase price of $0.15 per unit. Proceeds realized have been initially utilized to pay for legal and administrative fees related to this private placement. Additionally, as of June 30, 2011, the Company has applied some of these proceeds to pay for additional exploration activities and general administrative services.

We relied upon Sections 4(2) and 4(6) of the Securities Act of 1933, as amended for the offer and sale of the above shares. We believed that Section 4(2) was available because: (a) there was no general solicitation in the offer or sale; (b) all purchasers were accredited investors; (c) we placed restrictive legends on the certificates representing these securities issued to the accredited investors stating that the securities were not registered under the Securities Act and are subject to restrictions on their transferability and resale; and (d) the offer and sale did not involve a public offering.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
 
None

ITEM 4 - REMOVED AND RESERVED


ITEM 5 - OTHER INFORMATION
 
None
 
 
40

 
 
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: November 14, 2011
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.

Signature
 
Title
 
Date
         
/s/ Harold R. Shipes
 
Chairman of the Board/Director
 
November 14, 2011
Harold R. Shipes
 
Chief Executive Officer
   
   
(Principal Executive Officer)
   
         
/s/John A. McKinney
 
Chief Financial Officer
 
November 14, 2011
John A. McKinney
 
Executive Vice President
   
   
(Principal Financial Officer)
   

 
41

 
 
Exhibits

Exhibit 31.1
Certification by the Principal Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002

Exhibit 31.2
Certification by the Principal Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002

Exhibit 32.1
Certification by the Principal Executive Officer pursuant to Section 1350 as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002

Exhibit 32.2
Certification by the Principal Financial Officer pursuant to Section 1350 as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002
 
101.INS **
XBRL Instance Document
   
101.SCH **
XBRL Taxonomy Extension Schema Document
   
101.CAL **
XBRL Taxonomy Extension Calculation Linkbase Document
   
101.DEF **
XBRL Taxonomy Extension Definition Linkbase Document
   
101.LAB **
XBRL Taxonomy Extension Label Linkbase Document
   
101.PRE **
XBRL Taxonomy Extension Presentation Linkbase Document
 
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections
 
 
42