UNITED STATES SECURITIES AND EXCHANGE ~~COMMISSIONWashington, D.C. 20549~~COMMISSION

Washington, D. C. 20549

FORM 10-K

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

For the fiscal year ended September 30, 2011

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File Number: 000-31184

SHOSHONE SILVER/GOLD MINING COMPANY ~~(Exact name of registrant as specified in its charter)~~

Idaho	82-0304993
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

(Exact name of registrant as specified in its charter)

3714 W. Industrial Loop, Coeur d’Alene, ID	83815
(Address of principal executive offices)	(Zip Code)

IDAHO

~~Issuer’s~~(State ~~telephone~~or ~~number~~other ~~(208)~~jurisdiction ~~664-0620~~of incorporation or organization)

~~Securities registered~~5968 ~~under~~North ~~Section~~Government ~~12(b)~~Way ~~of the Exchange Act:~~#305

~~Title~~Coeur ofd’Alene, ~~each class Name of each exchange on which registered None~~ID 83815

~~Securities registered under Section 12~~ (g)Address of ~~the Exchange~~principal ~~Act: Common~~executive ~~Stock~~offices, ~~par~~including ~~value~~zip ~~$0.10 (Title of Class~~code)

~~Indicate by~~(843) ~~check mark if the registrant is a well~~715-~~known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]~~ 9504

~~Indicate by~~(Registrant’s ~~check~~telephone ~~mark~~number, ifincluding ~~the~~area ~~registrant is not required to file reports pursuant to Section 13 or Section 15(d~~code) ~~of the Act. Yes [ ] No [X]~~

Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

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

~~Check~~Indicate ifby ~~there~~check ismark noif ~~disclosure~~the ofregistrant ~~delinquent~~is ~~filers in~~a ~~response to Item 405 of Regulation S~~well-Kknown isseasoned ~~not contained in this form~~issuer, ~~and~~as ~~no disclosure~~defined ~~will be contained, to the best of registrant’s knowledge,~~ in ~~definitive~~ ~~proxy~~Rule or405 ~~information statements incorporated by reference in Part III~~ of ~~this~~the ~~Form~~Securities ~~10-K~~Act. YES or[ ] NO ~~any amendment to this Form 10-K.~~ [ X]

Indicate by check mark ~~whether~~if the ~~Registrant~~registrant is arequired ~~large~~to ~~accelerated~~file ~~filer,~~reports anpursuant ~~accelerated~~to ~~filer, a~~Section ~~non-accelerated~~13 ~~filer~~ or aSection ~~smaller~~15(d) ~~reporting company. See the definitions~~ of ~~“large~~ ~~accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of~~ the ~~Exchange~~ Act.: YES [ ] NO [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ]

~~Large~~Indicate ~~accelerated~~by ~~filer~~check [mark ]whether ~~Accelerated~~the ~~filer~~registrant [has ]submitted ~~Non-accelerated~~electronically ~~filer~~and [posted ]on ~~(Do~~its ~~not~~corporate ~~check~~Web site, if aany, ~~smaller~~every ~~reporting~~Interactive ~~company~~Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) ~~Smaller~~during ~~reporting~~the ~~company~~preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [ ] NO [X]

Indicate by check mark ~~whether~~if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s isknowledge, ain ~~shell~~definitive ~~company~~proxy ~~(as~~or ~~defined~~information statements incorporated by reference in ~~Rule~~Part ~~12b-2~~III of ~~the~~this ~~Act)~~Form 10-K or any amendment to this Form 10-K. ~~Yes [ ]~~ No [X ]

~~The~~Indicate ~~aggregate~~by ~~market~~check ~~value~~mark ofwhether the ~~voting~~registrant ~~and non-voting~~is ~~common~~a ~~equity~~large ~~held~~accelerated byfiler, ~~non-affiliates~~an ofaccelerated ~~the~~filer, ~~registrant~~a onnon-accelerated ~~March 31~~filer, ~~2011, the~~or ~~last~~a ~~business~~smaller ~~day~~reporting ofcompany. See the ~~registrant’s~~definitions ~~most~~of ~~recently~~“large ~~completed~~accelerated ~~second quarter~~filer, ~~based~~” on“accelerated ~~the~~filer” ~~last~~and ~~reported~~“smaller ~~trading~~reporting ~~price~~company” ofin ~~the~~Rule ~~registrant’s~~12b-2 ~~common~~of ~~stock on~~ the ~~Over~~Exchange ~~the Counter Bulletin Board was $5,762,433~~Act.

~~There~~Large ~~were 52,926,704~~Accelerated ~~shares~~Filer of[ ~~the~~] ~~registrant’s~~Accelerated ~~$0.10~~Filer ~~par~~[ ~~value~~] ~~common~~Non-accelerated ~~stock~~Filer ~~outstanding on~~[ ~~December~~] ~~13,~~Smaller ~~2011.~~Reporting Company [X] (Do not check if a smaller reporting company)

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

~~FORM~~State 10the aggregate market value of the voting and non-~~K For~~voting common equity held by non-affiliates computed by reference to the ~~Fiscal~~price ~~Year~~at ~~Ended~~which the common equity was sold, or the average bid and asked price of such common equity, as of September 30, ~~2011~~2012: $4,789,953.

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

Table of Contents

FORM 10-K

For the Fiscal Year Ended September 30, 2012

TABLE OF CONTENTS

Page #

		Page

PART I

Item 1.	Business.	3
Item 1A.	Risk Factors.	22
Item 1B.	Unresolved Staff Comments.	22
Item 2.	Properties.	22
Item 3.	Legal Proceedings.	22

PART II

Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	22
Item 6.	Selected Financial Data.	23
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation.	23
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	28
Item 8.	Financial Statements and Supplementary Data.	28
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	51
Item 9A.	Controls and Procedures.	51
Item 9B.	Other Information.	52

PART III

Item 10.	Directors, Executive Officers and Corporate Governance.	52
Item 11.	Executive Compensation.	53
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	54
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	54
Item 14.	Principal Accountant Fees and Services.	54

PART IV

Item 15.	Exhibits and Financial Statement Schedules.	54

Signatures		56

Exhibit Index		57

PART I		4
Item 1.	Business	4
Item 1A.	Risk Factors	25
Item 1B.	Unresolved Staff Comments	25
Item 2.	Properties	25
Item 3.	Legal Proceedings	26
PART II		27
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	27
Item 6.	Selected Financial Data	28
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 8.	Consolidated Financial Statements and Supplementary Data	34
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	55
Item 9A(T).	Controls and Procedures	55
Item 9B.	Other Information	56
PART III		57
Item 10.	Directors and Executive Officers of the Registrant	57
Item 11.	Executive Compensation	57
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	57
Item 13.	Certain Relationships and Related Transactions and Director Independence	58
Item 14.	Principal Accounting Fees and Services	58
PART IV		59
Part 15.	Exhibits, Financial Statement Schedules	59

-2-

3Table of Contents

PART I

ITEM 1. BUSINESS.

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

Overview

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

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

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

			Claims
Project	Location	Acres	Patented	Unpatented
Idaho Lakeview District	Bonner County, Idaho
Idaho Lakeview & Keep Cool		783	15	24
Millsite		13	1
Drumheller		111	6
Auxer		40	-	2
Talache		40	-	2
Subtotal		987	22	28
Silver Valley	Shoshone County, Idaho
Shoshone		96	5	-
Bullion		138	7	-
Subtotal		234	12	-
Central Idaho
Rescue		1,720	-	84
Iola		70	5	-
Silver King		174	12	-
Kimberly		480	-	24
Subtotal		2,444	17	108
North Idaho	Boundary County, Idaho
Regal		80	-	4
		80	-	4
Montana	Montana
Stillwater Extension Claims	Stillwater County	200	-	10
Princeton Gulch Group	Granite County	120	-	6
Subtotal		320	-	16
Arizona Gold	Arizona
Western Gold	Mohave County	240	-	13
Gold Road	Mohave County	320	-	16
Cerro Colorado	Pima County	60	-	3
Subtotal		620	-	32
Washington
Shaft Claims		380	-	19
Mexico Properties	Mexico
Other Mexican Properties	State of Sonora, Mexico	N/A	N/A	N/A

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

4EXPLORATION PROPERTIES HELD

Idaho Lakeview District Holdings

			Claims
Project	Location	Acres	Patented	Unpatented

Idaho Lakeview District	Bonner County, Idaho
Idaho Lakeview, Keep Cool, Weber		783	15	24
Millsite		13	1	-
Drumheller		111	6	-
Auxer		40	-	2
Talache		40	-	2
Subtotal		987	22	28

Silver Valley	Shoshone County, Idaho
Shoshone		96	5	-
Campbell Midvale			10	-
Subtotal		96	15	-

Northern Idaho
Silver Strand	Kootenai County, Idaho	300	-	15
Regal	Boundary County, Idaho	80	-	4
Subtotal		380	-	19

Central Idaho	Idaho County, Idaho
Rescue		1,720	-	84
Kimberly		480	-	24
New Claims – 2011		400	-	12
Subtotal		2,600	-	120

We have a group of patented and unpatented properties located in Bonner County near the Shoshone milling facility commonly referred to as the Idaho Lakeview District Properties. This group includes the Idaho Lakeview, Weber, Keep Cool, Auxer and Talache properties.-3-

~~Idaho~~Table ~~Lakeview,~~of ~~Keep Cool, Weber and Drumheller~~Contents

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

Montana	Montana
Stillwater Extension Claims	Stillwater County	200	-	10
Princeton Gulch Group	Granite County	120	-	6
Subtotal		320	-	16

Arizona Gold	Arizona
Western Gold	Mohave County	240	-	13
Gold Road	Mohave County	320	-	16
Cerro Colorado	Pima County	60	-	3
Subtotal		620	-	32

Utah
Imperial	Beaver County, Utah	1,100	-	55
Subtotal		1,100	-	55

Washington	Washington
Shaft Claims	Chelan County	380	-	19

Mexico Properties	Mexico
Other Mexican Properties	State of Sonora, Mexico	N/A	N/A	N/A

~~Location~~Idaho ~~and~~Lakeview ~~Access:~~District Holdings

~~The~~Shoshone ~~claims~~holds ~~are~~a ingroup ~~Sections 15, 22, 26, 27, 28, 29, 32, 33, 34, and 35~~ of ~~Township~~patented ~~53 North, Range 1 West. From the city of Coeur d'Alene, Idaho, the claims can be reached via 36 miles of paved~~ and ~~well-graded~~unpatented ~~gravel~~properties ~~roads.~~located ~~Approximately~~in 16Bonner ~~miles~~County ~~north of Coeur d'Alene~~ near the ~~town~~Shoshone ofmilling ~~Athol~~facility oncommonly ~~U.S.~~referred ~~Highway~~to 95as is the ~~intersection~~Idaho ~~with Bunco Road, which becomes U.S. Forest Service Road #332. Bunco Road traverses the~~ Lakeview ~~Mining~~ District ~~18-22 miles from the highway~~Properties. ~~Many~~ This ~~secondary~~group ~~roads~~includes ~~lead from Bunco Road to~~ the ~~mines~~Idaho ~~and prospects of the~~ Lakeview, ~~Mining~~Millsite, ~~District. Commercial electricity~~Weber, isKeep ~~available~~Cool, onDrumheller, ~~the~~Auxer ~~property. Water is supplied via wells~~ and ~~through~~ ~~water~~Talache ~~rights to a nearby creek~~properties.

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

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

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

5Near the town of Athol, Idaho on U.S. Highway 95 is the intersection with Bunco Road, which becomes U.S. Forest Service Road #332. Bunco Road traverses the Lakeview Mining District 118-22 miles from the highway. Many secondary roads lead from Bunco Road to the mines and prospects of the District. Commercial electricity is available on the properties and water is supplied via wells and through water rights to a nearby creek.

InA ~~order~~map toof ~~retain title to~~ the Idaho Lakeview, ~~Weber and~~ Keep Cool, weand ~~must~~Weber ~~pay~~properties ~~annually~~is ~~assessed~~contained ~~property~~in ~~taxes~~Exhibit to99.1 ~~Bonner~~which ~~County, Idaho~~was onfiled ~~the~~as 15an ~~patented~~exhibit ~~claims~~to ~~within~~our ~~the~~Annual ~~group~~Report ~~and~~on ~~annual~~Form ~~Bureau~~10-KSB/A offiled ~~Land Management~~with ~~Maintenance~~the ~~Fees~~Commission ~~totaling~~on $December 3,~~360~~ ~~($140 per claim~~2007, ~~for~~File ~~the 24 unpatented claims)~~No.000-31184.

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

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

~~These properties lie within the Lakeview Mining District. The Lakeview mining district is predominantly underlain by Precambrian metasedimentary rocks of the Belt Super~~-~~group represented by the Wallace Formation. The Wallace formation consists of black or grey, very thinly laminated argillites and siltites containing interbedded blue~~4-~~grey dolomite or limestone horizons. Total thickness of the Wallace formation is in excess of 5,000 ft.~~

~~The~~Table ~~property~~of ~~currently is without known reserves.~~Contents

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

~~Initial~~During ~~discoveries~~fiscal ~~of mineralization~~2011, inwe ~~the~~issued ~~Lakeview~~100,000 ~~District~~shares ~~were made in 1888 near the site~~ of ~~the Weber~~our ~~Mine.~~common ~~Additional~~stock ~~discoveries~~valued ~~were made throughout the Pend Oreille Lake region and the Lakeview District was~~ at ~~that~~$10,000 ~~time included~~ in ~~the~~exchange ~~Pend Oreille~~for ~~Mining~~three ~~district,~~acres ~~and~~contiguous ~~early~~with ~~production~~our ~~records~~Lakeview ~~are~~mining ~~unknown~~properties.

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

InThese ~~1962,~~properties ~~Sunshine~~lie within the Lakeview Mining ~~Company signed~~District, anwhich ~~agreement~~is ~~with~~predominantly ~~Idaho~~underlain ~~Lakeview~~by ~~Mines,~~Precambrian metasedimentary rocks of the ~~successor~~Belt toSuper-group ~~Hewer~~represented ~~Mining Company,~~by ~~and~~the ~~acquired~~Wallace aFormation. ~~50%~~The ~~interest~~Wallace information ~~the~~consists ~~Keep~~of ~~Cool~~black or grey, very thinly laminated argillites and ~~Idaho~~siltites ~~Lakeview~~containing ~~mines~~interbedded blue-grey dolomite or limestone horizons. ~~The~~ ~~combined~~Total ~~properties~~thickness ~~became~~of the ~~Lakeview~~Wallace ~~Consolidated~~formation ~~Silver~~is ~~Mines~~in excess of 5,000 ~~Inc~~ft.

~~Sunshine,~~The inproperty ~~order~~currently tois ~~maintain its~~without ~~interest,~~known ~~conducted assessment work on the properties, including surface excavations, drill holes and underground work~~reserves.

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

InInitial ~~1987,~~discoveries weof ~~rehabilitated~~mineralization in the ~~Keep~~ ~~Cool~~Lakeview District were made in 1888 near the site of the Weber Mine,. Additional discoveries were made throughout the Pend Oreille Lake region and ~~drove~~the ~~200~~Lakeview ftDistrict ofwas ~~new~~at ~~workings~~that ~~towards~~time aincluded ~~vein~~in ~~drilled~~the ~~by Sunshine~~Pend Oreille Mining ~~Company~~district, inand ~~1970~~early production records are unknown.

AIn ~~limited~~1924, ~~amount~~the Venezuela Group of ~~material~~claims was ~~removed~~ ~~from~~taken over by the ~~Weber~~Hewer ~~Pit~~Mining inCompany and became what is now known as the ~~late~~Lakeview ~~1970’s~~Mine. An internal shaft was eventually sunk to the 1,400 ft level and ~~early~~between ~~1980’s.~~1923 ~~Exact quantities~~and ~~are~~1943 ~~unknown~~the Lakeview mine produced 24,500 tons of ore.

WeIn ~~conducted~~1962, ~~exploration drilling~~Sunshine ~~from~~Mining Company signed an agreement with Idaho Lakeview Mines, the ~~surface~~successor to Hewer Mining Company, and acquired a 50% interest in ~~2008~~the Keep Cool and Idaho Lakeview mines. The combined properties became the Lakeview Consolidated Silver Mines, Inc.

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

In ~~2008~~1978, wea ~~completed~~bulldozer ~~the refurbishment~~trenching ofdiscovered ~~the~~another ~~Lakeview~~surface ~~Mill. This~~zone ~~refurbishment~~of ~~included~~mineralization ~~repairs~~2,000 ~~and updates~~ft tonortheast ~~the existing equipment and electrical infrastructure and installation~~ of ~~a new water management system. The mill has since been processing previously mined and stockpiled mineralized material. Concentrates from milling activities are being stored at~~ the ~~mill~~Weber ~~facility~~Pit. ~~During~~ ~~2010,~~It ~~we entered~~exposed ~~into~~a anvein ~~agreement~~10-12 toft ~~sell~~wide ~~silver~~and ~~concentrate~~135 ~~produced~~ft ~~at our Lakeview property to a smelter for refining~~long. ~~Through~~ ~~fiscal~~This ~~2011~~vein wewas ~~have~~mined ~~generated revenues~~during ~~of $67,996 from~~ the ~~sale~~early ~~of concentrate to the smelter~~1980’s.

6In 1987, we rehabilitated the Keep Cool Mine, and drove 200 ft of new workings towards a vein drilled by Sunshine Mining Company in 1970.

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

~~During~~Development 2008, we conducted trenching and sampling on a portion of the Weber Shear between the Weber and Keep Cool Mines. Also, during 2008, we conducted exploration drilling from the surface over a portion of the properties. Activities:

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

WeThrough ~~will~~fiscal ~~continue~~2011, ~~milling~~we ~~previously~~have ~~mined~~generated ~~and~~revenues ~~stockpiled mineralized~~of ~~materials~~$67,996 infrom ~~2012~~the ~~when~~sale ~~snow~~of noconcentrate ~~longer~~to ~~makes~~ the ~~roads impassable~~smelter. ~~Additionally,~~ In ~~Shoshone~~fiscal ~~plans~~2012, towe ~~engage~~received $550,000 in ~~limited~~option ~~surface~~revenues ~~mining~~from inan ~~the~~Australian ~~Weber shear~~mining ascompany itinterested ~~extends~~in ~~from~~leasing the ~~Weber~~Lakeview tomillsite. This ~~the~~is ~~Keep~~more ~~Cool~~fully ondiscussed ~~its~~in ~~patented ground provided initial drilling substantiates~~ the ~~continued~~Plan ~~mineralization~~ of ~~the shear~~Operations atsection orof ~~near~~Item ~~the surface~~7.

Mineralized material that may be obtained from this mining activity will be processed at the Lakeview Mill. We will be stockpiling concentrates from milling at its facilities until a sufficient quantity of concentrates are held to make shipping and smelting economically advantageous. Planned production activities will continue while roads are passable by heavy equipment. -5-

~~Impairment:~~Table of Contents

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

WeDuring ~~believe that~~2006, ~~when~~we ~~compared to~~paid ~~the~~fees ~~market~~to ~~value~~make ofimprovements to the ~~property,~~land ~~the~~to ~~deferred~~be ~~costs~~more ofaccessible ~~$344,690~~as ~~have~~well ~~not suffered~~as ~~impairment~~usable. The ~~Accordingly,~~total atamount ~~September~~of 30$68,472 ~~2011,~~was ~~we did not consider a write-down to the carrying cost necessary~~capitalized.

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

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

~~During~~We ~~2006,~~own we6 ~~sold~~patented ~~the~~claims ~~Drumheller~~consisting ~~Group~~ of ~~claims~~111 toacres anwhich ~~unrelated party~~are inadjoining ~~exchange for cash of $30,000~~ and alying ~~promissory~~south ~~note for $120,000. During 2009, due to non-payment~~ of the ~~note~~Idaho ~~receivable,~~Lakeview weclaims ~~received~~on aan ~~Quitclaim~~extension ~~Deed releasing the property that was the collateral~~ of the ~~note~~Hewer ~~receivable~~vein. We ~~determined~~issued ~~the~~109,141 ~~fair~~shares ~~value~~ of ~~the~~our ~~reclaimed~~common ~~property~~stock to beacquire ~~$131,553~~these ~~which~~claims ~~is included~~ in ~~our financial~~February ~~statements under mining properties~~1984.

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

~~The~~ Auxer ~~Mine is a formerly producing precious metal mine located in Bonner County, Idaho.~~Group

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

~~The~~Land Auxer Mine property is located in Bonner County, Idaho, about 3.5 miles northeast of East Hope, Idaho and about 10 miles north of Clark Fork, Idaho within Sections 20, 29, Township 57 North, Range 02 East.Status:

The ~~property~~area ~~can~~covered ~~be accessed~~ by ~~logging~~ ~~roads~~the ~~leading~~Auxer ~~north~~claims ~~from~~is ~~Clark~~under ~~Fork,~~Bureau ~~Idaho~~of ~~along~~Land ~~Lightning~~Management ~~Creek~~(BLM) ~~for~~jurisdiction. The ~~11 miles;~~Auxer ~~then~~property byconsists ~~four~~of ~~miles~~2 ofcontiguous ~~logging~~unpatented ~~roads~~mining ~~and~~claims ~~mine~~covering ~~access~~40 ~~road~~acres. Title to the ~~headwaters~~ ~~of Wellington Creek. The~~ property ~~can~~is ~~also~~maintained ~~be accessed~~ by ~~five miles~~annual payment of ~~gravel~~BLM ~~roads~~maintenance ~~leading~~fees ~~north~~of ~~from East Hope, Idaho along Strong Creek~~$280. ~~The~~ We ~~current~~have ~~electrical~~not ~~and~~made ~~water~~improvements ~~supply~~ to the ~~land are unknown~~property.

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

~~Land Status~~Geology:

The Auxer Mines area ~~covered~~is bylocated on the ~~Auxer claims~~north isslope ~~under~~of ~~Bureau~~the ofAuxer ~~Land~~Basin, ~~Management~~a ~~(BLM)~~glacial ~~jurisdiction. The~~cirque, ~~Auxer property~~at ~~consists~~elevations ofthat 2range ~~contiguous~~from ~~unpatented~~5,200 ~~mining~~to ~~claims~~6,000 ~~covering~~feet 40above ~~acres~~sea-level. ~~Title~~ Vegetation toconsists ~~the~~of ~~property~~dense isstands ~~maintained~~of ~~by annual~~conifers, ~~payment~~with areas of ~~BLM~~talus ~~Maintenance~~cover ~~Fees~~on the northwesterly portions of ~~$280. We~~the ~~have~~claim ~~not~~area. Soil ~~made~~depth ~~improvements~~on to the property ranges from bedrock exposure to roughly ten inches deep.

7Argillaceous quartzites of the Pre-Cambrian Belt Series intruded by granodiorite underlie the claims. The Prichard formation is exposed in talus material along the northwesterly boundary of the claims.

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

The ~~Auxer~~Chicago ~~Mines~~Vein ~~area~~ is located on ~~the~~500 ~~north~~feet ~~slope~~south of the ~~Auxer~~Boston ~~Basin,~~Shaft aand ~~glacial~~occurs ~~cirque,~~within ata ~~elevations~~shear ~~that range~~zone ~~from~~parallel ~~5,200~~ to ~~6,000~~the ~~feet~~Boston ~~above sea-level~~Vein. ~~Vegetation~~ The ~~consists~~vein is of ~~dense stands~~the ofsame ~~conifers~~character as the Boston Vein, ~~with~~but ~~areas~~has ofnot ~~talus~~been ~~cover~~explored on the ~~northwesterly~~surface. A ~~portions~~40 ~~of the~~inch ~~claim~~wide ~~area. Soil~~channel ~~depth~~sample was taken on the ~~property~~surface ~~ranges~~by ~~from~~John ~~bedrock~~Plats ~~exposure~~in ~~to roughly~~1936, ~~ten~~assaying ~~inches~~0.60 ~~deep~~oz/t gold.

~~Argillaceous quartzites of the Pre~~-~~Cambrian Belt Series intruded by granodiorite underlie the claims. The Prichard formation is exposed in talus material along the northwesterly boundary of the claims.~~6-

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

The ~~Chicago~~property ~~Vein~~ is ~~located~~currently ~~500 feet~~without ~~south~~known ~~of the Boston Shaft and occurs within a shear zone parallel to the Boston Vein~~reserves. ~~The vein is of the same character as the Boston Vein, but has not been explored on the surface. A 40 inch wide channel sample was taken on the surface by John Plats in 1936, assaying 0.60 oz/t gold.~~

~~The~~Exploration ~~property is currently without known reserves and the proposed program, as defined below, is exploratory in nature.~~History:

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

~~E.U.~~In ~~Philbrick~~1968, ~~staked~~Auxer ~~the~~Gold ~~main Auxer~~Mines ~~claims~~was inpurchased ~~1905~~by Spokane National Mines, Inc. In ~~1925~~1972, ~~Auxer~~the ~~Gold~~property ~~Mines~~ was ~~organized~~sold to Idora Silver Mines, Inc. and bylater ~~1933 most~~relinquished ofits ~~the~~interest. Ashington ~~Auxer~~Mining ~~claims~~Company ~~were~~staked ~~deeded~~two toclaims ~~Auxer~~in ~~Gold Mines~~1999.

In ~~1968,~~September ~~Auxer Gold Mines was purchased by Spokane National Mines~~2003, ~~Inc. In~~we ~~1972,~~acquired the property ~~was~~from ~~sold to Idora Silver Mines, Inc. and later relinquished its interest.~~ Ashington Mining Company ~~staked~~for ~~two claims in 1999~~$7,500.

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

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

~~The~~Talache ~~following are recommended for the exploration of the Auxer claims:~~Group

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

~~Geochemical~~A ~~sampling~~map ~~of surface~~showing ~~and~~the ~~underground~~Talache ~~vein~~Group ~~exposures;~~may be found in Exhibit 99.4 which was filed as an exhibit to our Annual Report on Form 10-KSB/A filed with the Commission on December 3, 2007, File No.000-31184.

~~Underground~~Land ~~geological mapping of mine workings (if accessible);~~Status:

~~Systematic~~The ~~sampling~~property consists of ~~underground~~ ~~vein~~2 ~~exposures~~unpatented ~~(if~~mining ~~accessible~~claims covering 40 acres of Bureau of Land Management (BLM); ~~and~~land. Title to the property is maintained by annual payment of BLM maintenance fees of $280. We have not improved the property.

~~Location of surface and underground drill sites.~~Geology:

NoSteep ~~timetable~~slopes ~~for~~that ~~exploration~~are ~~has been~~heavily ~~set~~timbered ~~and~~characterize ~~costs~~the ~~for~~topography of the ~~recommended~~area. Altitudes ~~exploration~~vary ~~have~~from ~~not~~2,060 ~~been~~feet ~~determined~~on the shore of Pend Oreille Lake to more than 4,100 feet in the northwestern portion of the property. The property is dominated by coniferous forest, with large areas of open meadow grassland in areas where soil cover is too thin to support conifer trees.

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

WeMineralization ~~believe~~of ~~that,~~economic ~~when~~significance ~~compared~~occurs toas ~~the~~veins ~~market~~contained ~~value~~in ofnumerous ~~the~~faults ~~property,~~and shear zones within the ~~deferred~~ ~~costs~~area. The ofveins ~~$7,500~~occur ~~have~~as ~~not~~lenses ~~suffered~~and ~~impairment.~~pipes ~~Accordingly,~~that ~~at September~~shoot 30within the faults and vary considerably in size, ~~2011~~grade, weand ~~did~~continuity. They ~~not~~improve ~~consider~~in awidth ~~write-down~~and tograde ~~the~~where ~~carrying~~they ~~cost necessary~~are cut and offset by east-west striking cross faults.

~~Talache Group~~ -7-

~~Location~~Table ~~and~~of ~~Access:~~Contents

~~The~~Exploration Talache silver-gold property is located in Bonner County, in Sections 1 and 6, Township 55 North, Range 1 West. These holdings are located approximately 1 mile northwest of Talache Landing, and 12 miles southeast of Sandpoint, via U.S. Highway 95 and Mirror Lake Road. The current status of electric and water supply to the property are unknown. History:

8The first claims were staked in the area in the early 1890’s. In 1922, the Talache Mine was developed and production was initiated and continued until late 1926. Although no accurate record exists of total production, it has been estimated that the Talache Mine produced approximately two million ounces of silver and some gold, lead, and copper. Zinc, although present, was not recovered. The operation may have ceased due to the decreasing silver price and the fact that the mineralized zone was found to extend off of the Talache property along strike.

AIn ~~map~~1964, ~~showing~~the Silver Butte Mining Co. was formed to explore the Talache ~~Group may~~area, beand ~~found~~approximately in2,300 ~~Exhibit~~feet ~~99.4~~of ~~which~~drifting ~~was~~and ~~filed~~cross-cutting asand an2,400 ~~exhibit~~feet toof ~~our~~diamond ~~Annual~~drilling ~~Report~~were oncarried ~~Form 10-KSB/A~~out ~~filed~~approximately ~~with~~1 mile to the ~~Commission~~ onnorth ~~December~~of 3,the ~~2007,~~current ~~File~~Talache ~~No.000-31184.~~Group Claims.

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

~~The~~In ~~property~~1999, ~~consists~~two ~~of 2 unpatented mining~~ claims covering 40 acres ofwere ~~Bureau~~staked offor ~~Land~~Ashington ~~Management~~Mining ~~(BLM) land~~Corporation. ~~Title~~ toIn ~~the~~2003, ~~property~~we isacquired ~~maintained~~the byproperty ~~annual~~from ~~payment~~Ashington offor ~~BLM Maintenance Fees of~~ $~~280~~22,500. ~~We have not improved the property.~~

~~Geology:~~The property is currently without known reserves.

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

~~The~~We ~~rocks~~believe ~~exposed in the vicinity of the property consist of argillites~~that, ~~silites,~~when ~~and~~compared ~~quartizes~~to of the ~~Precambrian~~ ~~Belt~~market ~~Super-group. In~~value ~~the vicinity~~ of the ~~Talache Group~~ property, ~~the~~ ~~rocks display an overall tendency to become less calcareous and more clastic with depth. The property is situated on~~ the ~~west~~deferred ~~limb~~costs of a$22,500 ~~syncline whose~~have ~~axis~~not ~~strikes~~suffered ~~nearly due north~~impairment. ~~Two~~ ~~prominent~~Accordingly, ~~fracture~~at ~~directions~~September ~~are observed~~30, ~~within~~2012, ~~the~~we ~~property~~did ~~boundaries. These~~not ~~include~~consider a ~~set that strikes nearly north~~write-~~south~~down ~~and dips from 80 degrees west~~ to ~~45 degrees east and a set which strikes approximately east-west and dips from 45 degrees south to 45 degrees north. Most of~~ the ~~prominent~~carrying ~~mineralization~~cost ~~in the area follows north-striking fractures~~necessary.

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

~~Exploration~~Shoshone ~~History:~~Group

~~The~~We ~~first~~have ~~claims~~a ~~were~~group ~~staked~~of ~~in the~~patented ~~area~~lode inclaims ~~the~~commonly ~~early~~referred ~~1890’s. In~~to ~~1922,~~as the ~~Talache~~Shoshone ~~Mine~~Group ~~was~~located ~~developed~~contiguously ~~and production~~around ~~was~~an ~~initiated~~area ~~and~~within ~~continued~~the ~~until late 1926~~St. ~~Although~~ noJoe ~~accurate record~~Mining ~~exists~~District ofin ~~total~~Shoshone ~~production~~County, ~~it has been estimated that the Talache Mine produced approximately two million ounces of silver and some gold, lead, and copper~~Idaho. Zinc, although present, was not recovered. The operation may have ceased due to the decreasing silver price and the fact that the mineralized zone was found to extend off of the Talache property along strike.

InA ~~1964,~~map showing the ~~Silver~~Shoshone ~~Butte~~Group ~~Mining Co.~~may ~~was~~be ~~formed~~found toin ~~explore~~Exhibit ~~the Talache area, and approximately~~ 99.2~~,300~~ ~~feet~~which ~~of drifting~~was ~~and~~filed ~~cross-cutting~~as ~~and~~an ~~2,400~~exhibit ~~feet~~to ofour ~~diamond~~Annual ~~drilling~~Report ~~were~~on ~~carried~~Form ~~out approximately~~10-KSB/A 1filed ~~mile~~with to the ~~north~~Commission ofon ~~the~~December ~~current~~3, ~~Talache~~2007, ~~Group~~File ~~Claims~~No.000-31184.

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

InThe ~~1999,~~Shoshone ~~two~~Group consists of 5 patented lode claims ~~covering~~totaling 40 96 acres ~~were~~in ~~staked~~the ~~for~~St. ~~Ashington~~Joe Mining ~~Corporation~~District. Title to the property is maintained by payment of annually assessed property taxes to Shoshone County, Idaho.

InDuring ~~2003~~2011, we ~~acquired~~paid ~~the~~ $61 in property ~~from~~taxes ~~Ashington~~on ~~for~~this ~~$22,500~~property. We have not made improvements to the property.

~~The property is currently without known reserves and the proposed program is exploratory in nature.~~Geology:

9The rocks in the claim group belong to the Precambrian lower Wallace formation, consisting of light-grey dolomitic quartzite inter-bedded with greenish-grey argillites. Ripple marks and mud cracks are visible on bedding surfaces. The rocks are intruded by Tertiary aged diabase dikes.

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

~~The following are recommended actions for the Talache Property:~~-8-

~~Rehabilitate~~Table ~~the~~of ~~Talache 400 level portal;~~Contents

~~Conduct~~The ~~systematic~~Champion ~~channel sampling~~Vein ofextends ~~vein~~from ~~exposures~~the onSpringfield Mine to the ~~Talache~~Bullion ~~400~~Mine ~~level;~~six miles to the east, passing through both the Shoshone and Bullion properties.

~~Underground~~Exploration ~~geological mapping of the Talache 400 level;~~History:

~~Surface~~The ~~geological~~Shoshone ~~mapping to~~Group ~~identify~~is ~~surface~~located ~~expression~~in the St. Joe Mining District of ~~faults~~eastern Shoshone County, along the Montana border. This property covers several prospect pits and ~~veins;~~other historic mine workings.

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

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

NoBear ~~timetable~~Creek ~~for~~Mining ~~exploration~~Company ~~has been~~leased ~~set~~the ~~and~~Shoshone ~~costs~~Group ~~for~~in ~~the~~1981. Since ~~recommended~~then, ~~exploration~~we have ~~not~~conducted ~~been~~limited ~~determined~~surface geological and geo-chemical surveying of the Shoshone Group claims.

~~Impairment:~~The property is currently without known reserves.

We believe that, when compared to the market value of the property, the deferred costs of $22,500 have not suffered impairment. Accordingly, at September 30, 2011, we did not consider a write-down to the carrying cost necessary.Impairment:

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

~~Shoshone~~Campbell ~~has~~Midvale ~~two holdings in Idaho’s Silver Valley: the Shoshone and Bullion Groups.~~Property

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

WeShoshone’s ~~have~~board aof ~~group~~directors ofconcluded ~~patented~~that ~~lode claims~~the ~~commonly~~Midvale ~~referred~~Property tooffered asgood ~~the~~value to Shoshone ~~Group~~due ~~located~~to ~~contiguously~~its ~~around an~~being ~~area~~contiguous ~~within~~to the StStar-Morning mine, which is currently being rehabilitated by Hecla Mining Company (“Hecla”). ~~Joe~~The Star-Morning mine was the second largest tonnage producing mine in the Coeur d’Alene Mining District, reporting historical production of 71.6 million ounces of silver, 1.7 million tons of lead, and 1.6 million tons of zinc (25.9 million tons with recovered grades of 2.7 ounces per ton silver, 6.6% lead, 6.3% zinc.) Hecla has reported that the Star mining complex, which ceased production in ~~Shoshone~~the ~~County~~1980’s, ~~Idaho~~has a number of remnant resource blocks that may be expanded thereby creating a revived mining center.

~~Location~~The Campbell Midvale Property is without known reserves and ~~Access:~~its exploration history is not fully known.

~~The~~Northern ~~claims are in Sections 13, 14, and 15 of Township 47 North, Range 5 East. From the city of Coeur d'Alene,~~ Idaho, travel approximately 45 miles East on Interstate 90, to Exit # 63. Turn south onto Willow Creek Road. Travel south of Willow Creek Road for 1 mile. Several secondary roads access this property. Commercial power is available on Willow Creek Road. The current status of the water supply is unknown. Holdings

AWe ~~map~~have ~~showing~~two ~~the~~holdings ~~Shoshone Group may be found~~ in ~~Exhibit~~northern ~~99.2~~Idaho: ~~which~~the ~~was~~Silver ~~filed~~Strand asMine anand ~~exhibit to our Annual Report on Form 10-KSB/A filed with~~ the ~~Commission~~ onRegal ~~December 3, 2007, File No~~Mine.~~000-31184.~~

~~Land~~Silver ~~Status:~~Strand Property

~~The~~During ~~Shoshone~~the ~~Group~~first ~~consists~~quarter of ~~5 patented~~fiscal ~~lode~~2012, ~~claims~~the ~~totaling~~Company 96purchased ~~acres in~~ the ~~St.~~Silver ~~Joe~~Strand ~~Mining~~Mine ~~District. Title to~~from ~~the~~an ~~property~~unrelated isparty ~~maintained~~for by$121,000 ~~payment~~in ofcash ~~annually~~and ~~assessed~~agreed ~~property~~to ~~taxes~~pay ~~to Shoshone~~a ~~County,~~20% ~~Idaho. During 2011,~~net weprofits ~~paid~~royalty ~~$61~~interest inon ~~property~~production ~~taxes~~from onthe ~~this~~ property. We The ~~have~~royalty ~~not~~interest ~~made~~was ~~improvements~~valued toat ~~the property~~$880,000.

~~Geology:~~-9-

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

The ~~claim~~Silver ~~group~~Strand mine is an underground mine located ~~within~~ ain ~~fault~~northern ~~block~~Kootenai ~~bounded~~County, byabout ~~the~~20 ~~Osburn~~kilometers ~~Fault~~east-northeast toof ~~the~~Coeur ~~north~~d’Alene. It ~~and~~is ~~the~~situated ~~Placer~~ on Lone Cabin Creek, ~~Fault~~a totributary ~~the~~of ~~south,~~Burnt Cabin Creek and ~~covers~~of ~~three~~the ~~vein~~Little ~~structures~~North ~~known~~Fork asCoeur ~~the Champion,~~d’Alene ~~Helena~~River. Primary access is from Coeur d’Alene via paved and ~~Link~~dirt ~~Veins~~roads from Fernan Lake to Lone Cabin Creek.

The ~~Champion~~property ~~Vein~~consists ~~extends~~of ~~from the~~15 ~~Springfield~~unpatented ~~Mine~~lode toon public lands administered by the ~~Bullion~~U.S. ~~Mine~~Forest ~~six~~Service. ~~miles~~The tocost of the ~~east,~~property ~~passing~~is ~~through both~~included ~~the~~in ~~Shoshone~~our consolidated financial statements as mineral and ~~Bullion~~mining properties.

Exploration History:

The ~~Shoshone~~Silver ~~Group~~Strand isdeposit ~~located~~was in discovered during nearby logging activity during the St1960’s and mined during the 1970’s and 1980’s for siliceous smelter flux. Production ~~Joe~~was ~~Mining~~13,752 ~~District~~tons ofgrading ~~eastern~~0.093 ~~Shoshone~~ounces ~~County~~per ton gold (3.19 gpt), ~~along~~9.6 ounces per ton silver (329 gpt) and 87.1% silica. The mining operation was shut down when the ~~Montana~~ASARCO ~~border~~Tacoma smelter closed in the early 1980’s. ~~This~~ Previous ~~property~~owner/operators ~~covers~~include ~~several~~Silver ~~prospect~~Strand ~~pits~~Mining Company, Silver Trend Mining Company, Trend Mining Company, and ~~other~~New ~~historic~~Jersey ~~mine workings.~~Mining Company.

10Geology:

The ~~Shoshone~~upper ~~Group~~part ~~was~~of the ~~subject~~ ofRevett ~~considerable~~Formation ~~interest~~outcrops ~~and~~at ~~speculation~~the inmine. The ~~the~~upper ~~early~~Revett ~~1980’s~~member ~~as Anaconda~~contains ~~Minerals~~alternating ~~drilled~~sequences of quartzite and siltite-argillite. Beds dip shallowly to moderately to the ~~property~~north. ~~Surface~~ Alfred ~~outcrop,~~L. ~~including~~Anderson aof ~~vein structure~~the ~~7,000~~Idaho ~~feet~~Bureau ~~long~~of Mines and upGeology tomapped 80the ~~feet~~geology ~~wide,~~and ~~along~~discussed ~~with~~the ~~“enormous geological~~mineral ~~anomalies”~~resources ~~shown~~of Kootenai in ~~soil~~1940 ~~and~~(Pamphlet ~~vegetation~~53). There ~~sampling~~are byno large intrusive rock bodies near the ~~USGS,~~Silver ~~led geologists~~Strand tomine ~~believe~~except ~~that~~for ~~substantial~~a ~~silver~~diabase ~~mineralization~~dike ~~might~~which behas ~~found~~intruded ~~at depth~~the Silver Strand mineralized zone. The Burnt Cabin fault is the major geologic structure near the Silver Strand mine.

~~Anaconda~~The ~~drilled~~Silver ~~four exploratory~~Strand ~~holes~~orebody ~~near~~consists ~~the~~of ~~property~~a ~~boundary~~nearly-vertical, ~~shared~~silicified ~~with~~(quartz) ~~Stevens~~replacement ~~Peak~~zone ~~Mining, in~~which ancuts ~~effort~~the flat to ~~locate~~moderately adipping ~~site~~Revett ~~for~~beds. The ~~deeper~~zone ~~drilling~~is not a fissure-filling vein. ~~One~~ The boundaries and shape of the ~~holes~~silicified ~~was sufficiently~~zone ~~encouraging~~were determined to ~~justify~~some ~~its~~extent ~~continuation~~by ~~and~~a ~~was~~1997 ~~planned~~diamond todrilling ~~extend~~ program completed by a previous operator. The sulfide ore mined to ~~depths~~date ~~reaching~~appears ~~6,000~~to ~~feet,~~be ~~targeting~~enclosed within the ~~Champion~~quartz ~~Vein,~~zone. The ~~deep~~ore inis ~~the~~black ~~Revett formation~~and very fine-grained. ~~However,~~ Sulfide ~~the~~minerals ~~planned~~are ~~hole~~not ~~was~~easy ~~collared~~to atidentify ~~just~~because ~~over~~of ~~3,000~~the ~~feet~~fine ~~and although~~grained ~~core~~texture. Minerals ~~samples~~observed ~~confirmed~~by ~~earlier~~microscopic ~~projections~~study ~~about~~during ~~geology~~metallurgical ~~and~~tests ~~structure at~~include: ~~depth,~~pyrite; ~~the~~tetrahedrite; ~~program~~tennantite; ~~was~~sphalerite; ~~never~~arsenopyrite ~~completed~~and stibnite.

~~Bear~~The ~~Creek~~property ~~Mining~~is ~~Company~~without ~~leased the~~known ~~Shoshone~~reserves ~~Group~~and inits ~~1981. We~~exploration ~~conducted~~history ~~surface~~is ~~geological~~not ~~and~~fully ~~geo-chemical surveying~~known.

~~The~~Regal ~~property is currently without known reserves and the proposed program is exploratory in nature.~~Mine

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

~~There~~A ~~are~~map ~~currently~~showing nothe ~~plans~~Regal Mine may be found in Exhibit 99.5 which was filed as an exhibit to ~~conduct~~ ~~exploration~~our Annual Report on ~~our~~Form ~~Shoshone~~10-KSB/A ~~properties~~filed with the Commission on December 3, 2007, File No.000-31184.

~~Impairment~~Land Status:

The ~~deferred~~Regal ~~costs~~property consists of ~~this~~ 4 contiguous unpatented mining claims that cover 80 acres of BLM property ~~totaled~~in ~~$17~~the Moyie-Yaak Mining District,~~500~~ Boundary County, ~~which~~Idaho. Title ~~was~~to ~~written-off~~the inproperty ~~prior~~is ~~years~~maintained asby ~~an exploration~~annual ~~expense~~payment of BLM maintenance fees of $560. We have made no improvements to the property, and the state of historic underground workings is unknown.

~~Bullion Group~~Geology:

WeThe ~~have~~Regal aMine ~~group~~is located on the west slope of ~~patented properties~~Wall ~~commonly~~Mountain ~~referred~~(elevation to5,160 asfeet). The ~~the~~topography ~~Bullion~~is ~~Group~~mountainous ~~located~~with ~~contiguously within~~steep ~~the~~sided Stvalleys. Elevations ~~Joe~~within ~~Mining~~the ~~District~~property inrange ~~eastern~~from ~~Shoshone~~3,500 ~~County~~to 4,400 ~~Idaho~~feet above sea-level.

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

The claims are in Sections 20 and 21 of Township 47 North, Range 6 East. From the city of Coeur d'Alene, Idaho, travel approximately 50 miles east on Interstate 90, to Exit # 1 (TAFT Exit). Turn onto USFS Road 507, following it for 7 miles. The Bullion Group is accessed by newly cut logging roads from USFS Road 507. Current electrical and water supplies are unknown. -10-

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

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

~~The~~There ~~Bullion~~are ~~Group~~two ~~consists~~parallel ofN ~~7 patented~~60-70 ~~lode~~degrees ~~claims~~E ~~totaling~~striking ~~138~~veins ~~acres~~on the Regal property, the North Vein and the South Vein. Both ~~Title~~veins dip between 50-60 degrees southeasterly. Vein minerals are galena, sphalerite, pyrite, arsenopyrite, siderite and quartz. The gold mineralization appears to be associated with pyrite and arsenopyrite. The mineralization resembles lead-zinc-siderite veins of the ~~property~~Coeur d’Alene Mining District; the main difference is ~~maintained~~ bythat ~~payment~~the Regal Mine veins also contain considerable arsenopyrite with important gold values introduced during the later stages of ~~annually~~mineralization. The ~~assessed~~Regal ~~property~~Mine ~~taxes~~is todeveloped ~~Shoshone~~on ~~County,~~3 ~~Idaho~~main levels connected by a vertical shaft. ~~During~~ The ~~2011~~upper most levels (No. 1 and No. 2) are accessible from the surface. Total development exceeds 3,800 wefeet. There ~~paid~~is ~~$100~~no inindication ~~property~~of ~~taxes on~~mining ~~this~~below ~~property~~the lowermost (No. We ~~have~~3) ~~not~~level. However, ~~made~~old ~~improvements~~mine tomaps indicate that both the ~~property~~north and south mineral zones continue to depth.

~~Geology:~~The property is currently without known reserves.

~~The~~Exploration ~~rocks in the Bullion Group are the same geologic setting as the Shoshone Group of claims belonging to the Precambrian lower Wallace formation.~~History:

The ~~Bullion~~Regal ~~Group,~~Mine aswas isknown ~~the case~~as of the ~~Shoshone~~Commercial ~~Group,~~Mine isuntil ~~located~~1935 ~~within~~when ait ~~fault~~was ~~block~~leased ~~bounded~~to bySilver ~~the~~Crescent ~~Osburn Fault~~Mining toCompany. Silver ~~the~~Crescent ~~north~~performed exploration and ~~the~~development ~~Placer~~work ~~Creek~~on ~~Fault~~the toproperty ~~the~~through ~~south~~1945, ~~and~~including ~~covers~~construction ~~three vein~~of ~~structures~~a ~~known~~100 aston ~~the~~per ~~Champion,~~day ~~Helena~~flotation ~~and~~mill ~~Link~~that ~~Veins~~was subsequently sold in 1948.

~~The~~In ~~Bullion~~1968, ~~Group~~an ~~covers~~unknown ~~the Bullion~~amount ~~Mine~~of ~~workings~~ore ~~located~~was onsent to the ~~Champion~~Bunker ~~Vein~~Hill Smelter. The assay results indicated 0.47 oz/t gold, 15.51 oz/t silver, 32.5% lead, 29.8% zinc, and 0.42% copper.

11In 1971, Silver Dollar Mining Company submitted a 39.8 - ton (wet weight) shipment to the East Helena Smelter, Montana. The concentrate sample assayed 0.41 oz/t gold, 4.8 oz/t silver, 6.6% lead, and 6.7% zinc. The property has been largely inactive since that time except for a widening of the Number 2 adit level and re-timbering of the portal in the early 1990’s.

~~Exploration~~We ~~History:~~acquired the claims in 2003 for $15,000.

~~The Bullion Group is located in the St. Joe Mining District of eastern Shoshone County, along the Montana Border.~~ Impairment:

~~Bear~~We ~~Creek~~believe ~~Mining~~that ~~Company~~when ~~leased~~ compared to the ~~Bullion~~market ~~Group~~value inof ~~1981~~the property, the deferred costs of $15,000 have not suffered impairment. We ~~conducted~~Accordingly, ~~surface~~at ~~geological~~September ~~and~~30, ~~geo~~2012, we did not consider a write-~~chemical surveying~~down to the carrying cost necessary.

~~The~~Central ~~property~~Idaho ~~is currently without known reserves and the proposed program is exploratory in nature.~~Holdings

~~Exploration~~Warren ~~Plans:~~District

~~There~~Rescue ~~are~~Gold ~~no plans to conduct exploration on the Shoshone’s Bullion Group until a due diligence study is completed.~~ Mine

~~Impairment~~Location and Access:

~~This~~On ~~property~~the ~~was~~north ~~acquired~~side ~~as part~~ of Payette Lake is a ~~settlement~~paved ofroad which extends into the Payette National Forest for a ~~promissory~~distance ~~note~~of ~~owed~~28 tomiles usand culminates with a U. ~~The~~S. ~~cost~~Forest ofService ~~the~~sign ~~property was~~with ~~included~~directions asto anBurgdorf ~~exploration~~and ~~expense~~also into aWarren, ~~prior~~another ~~year~~17 miles away by gravel road.

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

~~Warren District~~-11-

~~Rescue~~Table ~~Gold~~of ~~Mine~~Contents

~~Location~~Land ~~and Access~~Status:

~~From~~We ~~Coeur~~hold ~~d’Alene,~~82 ~~Idaho,~~unpatented ~~drive~~mining ~~south~~claims onand ~~State~~2 ~~Highway~~unpatented 95mill-site toclaims ~~New~~covering ~~Meadows~~1,720 ~~Idaho. Turn~~acres ~~onto~~in ~~State~~central ~~Highway~~Idaho ~~55; drive~~in ~~south on State Highway 55 to McCall,~~ Idaho, ~~you will enter the town of McCall on its northern edge~~County. As ~~you~~Title ~~enter~~to the ~~city,~~property ~~there~~is ~~will~~maintained beby aannual ~~highway~~payment ~~sign on the right that says Warren Wagon Road and an arrow directing you to turn left. Turn left as directed and you will be on a paved road that runs along the north side~~ of ~~Payette~~BLM ~~Lake. This~~maintenance ~~paved~~fees ~~road extends into the Payette National Forest for a distance~~ of ~~28 miles~~$11,760. At ~~the~~There ~~end of the pavement~~ is a ~~U.S.~~120 ~~F.S.~~ton ~~sign with~~per ~~directions~~day tomill ~~Burgdorf,~~complete ~~Secesh,~~with ~~Warren and several other areas of interest. The road to Warren is~~ a ~~wide,~~Knelson ~~graveled~~Gold ~~road~~Concentrator ~~that~~on isthe ~~easy~~mill-site ~~to follow~~claims. ~~From~~ There ~~the end of pavement to Warren~~ is a ~~distance~~43-101 ofReport 17which ~~miles~~was ~~plus. After traveling~~completed ~~16 miles, you will come to a wide area, with roads forking off~~ in ~~several~~ ~~directions~~2008. ~~Stay on the better road and cross Warren Creek on a single lane concrete bridge.~~

As you enter Warren, the road makes a 90 degree left turn, goes one short block and makes a 90 degree right turn. Continue through Warren on this road. You will pass the Back Country Bed & Board on your left and very quickly pass a small saw mill on your right. Slow down, because as soon as you pass the little sawmill, you will leave the main road and turn right onto the access road to the mine. As you turn right, straight ahead you will see a gated bridge over Warren Creek, and a large 4’ x 8’ sign advertising Shoshone Silver Mining Company. Signs posted will direct you to the mill office. Impairment:

AWe ~~map~~believe ofthat the ~~Rescue~~property ~~Gold~~has ~~Mine~~sustained ~~is contained~~some diminution in ~~Exhibit 99~~value.14 Accordingly, ~~which~~the original cost of $757,531 was ~~filed~~reduced asby an ~~exhibit~~impairment tocharge ~~our~~of ~~Annual~~$300,000. ~~Report on~~At ~~Form~~September ~~10-K~~30, ~~filed~~2012, ~~with~~we ~~the~~did ~~Commission~~not onconsider ~~January~~a ~~10,~~further ~~2010,~~reduction ~~File~~to Nothe recorded cost of $457,531 necessary.~~000-31184.~~

~~Land~~New ~~Status:~~Claims

WeIn ~~hold~~the 82fourth ~~unpatented~~quarter ~~mining~~of ~~claims~~fiscal ~~and~~2011, 2the Company staked an additional 12 unpatented ~~mill-site~~ claims ~~covering~~adjacent ~~1,720~~to ~~acres~~its Rescue Gold Mine holdings in ~~central~~Idaho County, Idaho. Title to the property is maintained by annual payment of BLM ~~Maintenance~~maintenance ~~Fees~~fees of $111,~~760~~680. ~~There is a 120 ton per day mill complete with a Knelson Gold Concentrator on the mill-site claims. There is a 43-101 Report which was completed in 2008.~~

12The property is currently without known reserves and its exploration history is not known. We have made no improvements to the property, which is recorded by the Company at no cost on its books.

~~Exploration~~Marshall ~~and Development~~Mountain ~~plans~~District

~~During~~Kimberly ~~2009,~~Gold ~~we conducted certain exploration activities before temporarily suspending work at this site. Work at the Rescue~~ Mine resumed in June, 2010. The first priority has been to finish upgrading and renovating the mill. Once this mill work is completed, the mill will be started up and test runs on stockpiled ore will be conducted. The 200 level portal is scheduled to be reopened so that mine development can resume. This work required some ground support, general clean up, the installation of a refuge station and the addition of air and water lines. A new decline portal has been planned to access the Rescue vein 1,000 feet east of the mill. Road work, site preparation and collaring off for the new decline portal was accomplished. This new decline portal will provide access to un-mined portions of the Rescue vein and, when completed, will serve as the secondary escape-way from the mine as well as the exhaust ventilation drift for the mine ventilation system.

~~Electrical~~The ~~work, which~~Kimberly ~~included~~Gold ~~installation~~Mine ofis ~~electrical~~accessed ~~panels,~~by ~~lights~~following ~~and~~the ~~power~~directions ~~outlets,~~to ~~was completed~~reach in the ~~large~~Rescue ~~staging~~Gold ~~building,~~Mine ~~which~~and ~~was~~traveling ~~erected next~~ to ~~the~~Burgdorf ~~mill portal~~instead ~~last~~of ~~summer~~Warren. Approximately tofive ~~service~~miles ~~operations~~past inBurgdorf ~~the~~is ~~Rescue~~a ~~Mine~~U. ~~The~~S. ~~new building is now fully MSHA compliant~~F. ~~Additionally,~~S. asign ~~diesel~~with ~~generator~~directions ~~was installed~~ to ~~provide~~ ~~power to~~ the ~~mine~~Kimberly asGold ~~part of Shoshone’s ongoing preparations to bring the Rescue~~ Mine ~~and mill back into full operation~~.

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

WeLand believe that, when compared to the market value of the property, the deferred costs of $757,531 have not suffered impairment. Accordingly, at September 30, 2011, we did not consider a write-down to the carrying cost necessary.Status:

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

We lease 5 patented mining claims in central Idaho covering 70 acres. A map of the Iola Claims are contained in Exhibit 99.14 which was filed as an exhibit to our Annual Report on Form 10-K filed with the Commission on January 10, 2010, File No.000-31184. Geology:

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

WeExploration lease 12 patented mining claims in central Idaho covering 174 acres. A map of the Silver King Claims are contained in Exhibit 99.14 which was filed as an exhibit to our Annual Report on Form 10-K filed with the Commission on January 10, 2010, File No.000-31184. History:

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

~~Kimberly Gold Mine~~ -12-

~~Location~~Table ~~and~~of ~~Access:~~Contents

Following the directions to reach the Rescue Mine, at the end of pavement will be a U.S.F.S. sign that directs you to turn left on a good gravel road to Burgdorf. Approximately 5 miles past Burgdorf will be a U.S.F.S. sign that directs you to turn right to reach the Kimberly Mine. This Forest Service road is best traveled in a high clearance vehicle and is identified on U.S.F.S. maps as road #318. After traveling 8 plus miles, a small sign on the right hand side of the road will say “Sherman Howe Mine”, turn right and stay on the main road and in ¾ of a mile you will be in the old Kimberly mine camp. As a warning, very few U.S.F.S. roads are identified with their numerical designation. Impairment:

AWe ~~map~~believe ofthat the ~~Kimberly~~property ~~Gold~~has ~~Mine~~sustained issome ~~contained~~diminution in ~~Exhibit 99~~value.14 Accordingly, ~~which~~the original cost of $927,595 was ~~filed~~reduced as by an ~~exhibit~~impairment tocharge ~~our~~of ~~Annual~~$400,000. At ~~Report~~September on30, ~~Form~~2012, ~~10-KSB filed~~we ~~with~~did ~~the~~not ~~Commission~~consider ona ~~January~~further ~~10,~~reduction ~~2010,~~to ~~File~~the ~~No.000-31184.~~carrying cost of $527,595 necessary.

~~Land~~Imperial ~~Status:~~Mine Property

WeThe ~~hold~~Company’s 24Imperial ~~unpatented~~Mine ~~mining~~Property ~~claims~~(hereinafter ~~covering~~“the ~~480~~Mine” ~~acres in~~or ~~central~~“the ~~Idaho. The~~Property”) ~~mine~~ consists of 10a ~~separate~~50% ~~tunnels~~interest ~~which~~in ~~explore~~the ~~8,798 feet~~past ofproducing ~~previously~~Imperial ~~producing~~Mine ~~workings. Title~~(seven patented mining claims) and a 100% interest in 55 unpatented mining claims adjacent to the ~~property~~Mine. The Property, which is ~~maintained~~located byin ~~annual~~the ~~payment of~~San ~~BLM~~Francisco ~~Maintenance~~Mining ~~Fees~~District ofin $3Beaver County,~~360.~~ ~~There~~Utah, iswas apurchased ~~43-101~~on ~~Report~~November ~~which~~1, ~~was~~2012 ~~completed~~by inthe ~~2008~~registrant’s issuance of $558,000 of its common stock.

13Location and Access

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

The ~~gold~~Property ~~bearing quartz~~lies ~~veins~~approximately in2 ~~the~~miles ~~mine~~to ~~area~~the ~~are~~north ~~hosted~~of ~~in a large monzonite intrusive known as~~ the ~~Idaho~~famous ~~Batholith. The~~Horn ~~quartz~~Silver ~~monzonite is typically medium grained and light grey with quartz, feldspar and biotite as the predonimnate minerals~~Mine.

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

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

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

~~Outcrops,~~The ~~old trenches~~San ~~and~~Francisco ~~other~~Mining ~~indications~~District ofincludes approximately the ~~vein~~southern ~~need~~half toof bethe ~~cleaned~~San ~~out,~~Francisco ~~sampled, surveyed~~Mountains ~~and~~in ~~mapped. A~~Beaver ~~surface~~County, ~~diamond~~west ~~drill~~of ~~program~~Milford, ~~should~~Utah. Lead, besilver, ~~undertaken~~copper ~~to probe~~and ~~the~~other ~~depth~~minerals ~~and~~were ~~extent~~discovered ofabout ~~known~~1870, ~~ore~~and ~~shoots. Rehabilitation~~the ofDistrict ~~old underground~~was ~~workings~~organized ~~must~~in be1871. Most ~~done~~production toin ~~provide~~the ~~access~~District totook ~~the~~place ~~vein~~prior to ~~allow~~1920, ~~for sampling~~and ~~along~~since ~~strike. Test~~that ~~mining~~time isonly ~~needed~~a tofew ~~determine~~metal amines ~~mining~~have ~~method,~~produced ore ~~dilution~~, ~~ground~~mostly ~~support,~~in ~~cut~~small ~~off grade and to provide bulk samples for milling tests~~quantities.

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

WeRegional believe that, when compared to the market value of the property, the deferred costs of $927,595 have not suffered impairment. Accordingly, at September 30, 2011, we did not consider a write-down to the carrying cost necessary.Geology

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

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

~~Regal Mine~~-13-

~~The~~Table ~~Regal~~of ~~Mine is a formerly producing base and precious metal mine located in the Moyie-Yaak Mining District, Boundary County, Idaho.~~Contents

~~Location~~Property Geology and ~~Access:~~Mineralization

The ~~Regal~~registrant ~~Mine~~has ~~property~~not ~~is located~~completed 10any ~~miles~~work ~~north~~on the Property, the principal man-made feature of ~~Bonners~~which ~~Ferry,~~is ~~Idaho,~~an ~~and~~underground 0mine.5 Past ~~miles~~production ~~northeast~~from ofthe ~~Camp Nine~~Imperial onMine ~~Meadow~~was ~~Creek,~~developed ~~Section~~through 31a 1,200 ~~64N~~foot adit, ~~R2E~~with several crosscuts, ~~Boise~~raises ~~Meridian~~and winzes in a replacement or skarn type copper-silver gold ore body hosted in a limestone bed along a quartz monzonite contact. The age of the physical mine structure and subsurface improvements is not known. There is no physical equipment associated with the Mine.

~~The~~According ~~property~~to ~~can~~a be1973 ~~accessed~~report by ~~traveling~~ 7G.5E. ~~miles~~McKelvey, ~~north~~“Imperial onMine ~~Highway~~mineralization 95is ~~from~~located ~~Bonners~~at ~~Ferry,~~the ~~then~~contact ~~taking~~of ~~USFS~~the ~~Road~~southern ~~397~~edge ~~six~~of ~~miles~~the toCactus anQuartz ~~access~~Monzonite ~~road~~stock ~~that~~of ~~leads to~~ the ~~mine. The~~San ~~property~~Francisco isMountains ~~accessible year~~and ~~round. The~~a ~~current~~structurally ~~electrical~~complex ~~and~~sequence ~~water~~of ~~supply~~Paleozoic tosedimentary ~~the property is unknown~~rocks. ”

AThe ~~map~~registrant ~~showing~~is currently evaluating the ~~Regal~~best ~~Mine~~approach ~~may be~~to ~~found~~proceeding inwith ~~Exhibit~~the ~~99.5~~exploration ~~which~~of ~~was~~the ~~filed~~Property. The asregistrant anhas ~~exhibit~~not tocompleted ~~our~~any ~~Annual~~exploratory ~~Report~~work on ~~Form 10-KSB/A~~the ~~filed~~Property ~~with~~and has not yet developed an exploration program for the ~~Commission~~ onProperty. ~~December~~At 3present, ~~2007,~~there ~~File~~are ~~No.000~~no proven reserves and there are no reserve estimates of in-~~31184.~~place material or of recoverable material.

~~Land~~Montana ~~Status:~~Holdings

~~The~~We ~~Regal~~have ~~property~~two ~~consists of 4 contiguous unpatented mining claims that cover 80 acres of BLM~~ property groups in Montana: the ~~Moyie-Yaak~~ ~~Mining~~Stillwater ~~District,~~Extension ~~Boundary~~Claims ~~County, Idaho. Title to the property is maintained by annual payment of BLM Maintenance Fees of $560. We have made no improvements to the property,~~ and the ~~state~~Princeton ofGulch ~~historic underground workings is unknown~~Group.

14Stillwater Extension Claims

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

~~The~~A ~~Regal~~map ~~Mine~~showing isthe ~~located~~Stillwater onExtension ~~the west~~Claims ~~slope~~may ofbe ~~Wall~~found ~~Mountain~~in ~~(elevation~~Exhibit ~~5,160 feet)~~99. ~~The~~6 ~~topography~~which ~~is mountainous~~was ~~with~~filed ~~steep~~as ~~sided~~an ~~valleys. Elevations~~exhibit ~~within~~to ~~the~~our ~~property~~Annual ~~range from~~Report ~~3,500~~on toForm ~~4,400 feet above sea~~10-~~level. The~~KSB/A ~~property~~filed ~~is largely covered by coniferous forest,~~ with ~~large~~the ~~areas~~Commission ~~of meadow grassland. Soil depth~~ on ~~the property~~December ~~ranges~~3, ~~from~~2007, ~~bedrock~~File ~~exposure to roughly ten inches deep~~No. 000-31184.

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

~~There~~In ~~are two parallel N 60-70 degrees E striking veins on the Regal property~~2003, ~~the~~we ~~North~~purchased ~~Vein and~~ the ~~South Vein. Both~~Stillwater ~~veins~~Claims ~~dip~~for ~~between 50-60 degrees southeasterly. Vein minerals are galena~~$15, ~~sphalerite, pyrite, arsenopyrite, siderite and quartz~~000. The ~~gold mineralization~~claims ~~appears~~are tomaintained beby ~~associated~~annual ~~with~~payment ~~pyrite and arsenopyrite. The mineralization resembles lead-zinc-siderite veins~~ of ~~the~~BLM ~~Coeur~~maintenance ~~d’Alene~~fees ~~Mining District; the main difference is that the Regal Mine veins also contain considerable arsenopyrite with important gold values introduced during the later stages~~ of ~~mineralization. The Regal Mine is developed on 3 main levels connected by a vertical shaft. The upper most levels (No.~~ $1 ~~and No~~,400. 2)We ~~are accessible~~have ~~from~~made ~~the surface. Total development exceeds 3,800 feet. There is~~ no ~~indication~~improvements ofto ~~mining below~~ the ~~lowermost (No~~property. Power ~~3) level. However, old mine maps indicate that both the north~~ and ~~south~~water ~~mineral~~status ~~zones~~are ~~continue to depth~~unknown.

~~The property is currently without known reserves and the proposed program is exploratory in nature.~~Geology:

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

The ~~Regal Mine was known as the Commercial Mine until 1935 when it was leased to Silver Crescent Mining Company. Silver Crescent performed exploration and development work on the~~ property ~~through~~currently ~~1945,~~is ~~including~~without ~~construction~~known ~~of a 100 ton per day flotation mill that was subsequently sold in 1948.~~reserves,

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

InThe ~~1971,~~Johns ~~Silver~~Manville ~~Dollar~~Corporation ~~Mining Company~~discovered ~~submitted~~palladium aand ~~39.8~~platinum -along ~~ton~~the ~~(wet~~J-M ~~weight)~~Reef ~~shipment~~of to the ~~East~~Stillwater ~~Helena~~Complex ~~Smelter, Montana. The~~in ~~concentrate~~the ~~sample~~early ~~assayed 0~~1970’s.41 In ~~oz/t gold~~1979, ~~4.8~~a ~~oz/t~~Manville ~~silver, 6.6%~~subsidiary ~~lead,~~partnered ~~and~~with ~~6.7%~~Chevron ~~zinc. The~~to ~~property~~develop ~~has~~the ~~been~~property. Underground ~~largely~~operations ~~inactive~~at ~~since that time except for a widening of~~ the ~~Number~~Stillwater 2Mine ~~adit~~commenced ~~level and re-timbering of the portal~~ in ~~the early 1990’s~~1986.

WeImpairment: The ~~acquired~~deferred ~~the~~costs ~~claims~~of ~~in 2003 for~~ $15,000 were included in exploration expenses in a prior year.

~~Exploration~~Princeton ~~Plans:~~Gulch Group

~~The~~We ~~Regal~~control ~~Mine~~unpatented ~~has~~claims ~~the~~that ~~potential to~~cover ~~host~~and ~~economically~~surround ~~extractable~~the ~~ore~~Princeton ~~containing~~Gulch ~~gold,~~placer ~~silver,~~in ~~lead~~Granite ~~and~~County ~~zinc~~in ~~on a~~south ~~modest~~central ~~scale~~Montana. ~~Historical~~ ~~mine~~The ~~maps~~Princeton ~~indicate~~Gulch ~~high-grade~~claims ~~mineralization~~are ~~continuing below~~located ~~the~~in ~~Number~~7 3miles ~~level. Surface~~northeast ~~geological~~of ~~mapping~~the ~~will~~town ~~identify any lateral extent~~ of ~~the mineralization~~Maxville, ~~and if there are any parallel mineralized structures~~Montana.

~~The following are recommended actions for the rehabilitation of the Regal Mine:~~-14-

~~Rehabilitate~~Table ~~the~~of ~~surface shaft opening and cover all open workings to prevent water access;~~Contents

~~Rehabilitate~~A ~~Number~~map 2showing ~~level portal~~the Princeton Gulch Group may be found in Exhibit 99.10 which was filed as an exhibit to ~~drain~~our Annual Report on Form 10-KSB/A filed with the ~~number~~Commission 2on ~~level~~December ~~workings;~~3, 2007, File No.000-31184.

~~Stabilize~~This ~~mine~~claim ~~workings with~~group ~~rock~~consists ~~bolting~~of 4 unpatented placer claims covering 80 acres and ~~roof~~2 ~~support~~unpatented inload ~~essential~~claims ~~areas;~~covering 40 acres, for a total of 120 acres. The claims are maintained by annual payment of BLM maintenance fees of $840.

~~Conduct systematic channel sampling of vein exposures on the Number 1 and 2 levels (if accessible);~~Geology:

~~Perform~~This ~~underground geological~~claim ~~mapping~~group lies in mountainous terrain on the east slope of the ~~Number~~Deerlodge 2Range. ~~level;~~The country rocks are folded and faulted marbles, phyllites and quartzites of Jurassic/Cretaceous age. The Royal stock outcrops less than 1 mile east of this claim group. The metamorphism is a result of the emplacement of the Royal stock and other nearby stocks and batholiths.

~~Perform~~The ~~surface~~claims ~~geological mapping~~host toplacer ~~identify~~deposits ~~surface~~within ~~expression~~18” of ~~faults~~bedrock ~~and~~along the floor of the gulch. The load claims could potentially host fissure veins found and exploited on adjacent claims and properties; however, there are no reports of veining on this property.

~~Conduct~~The ~~surface~~property ~~stream sediment~~is ~~sampling~~currently ~~program~~without toknown ~~identify additional areas of mineralization;~~reserves.

~~Conduct~~Exploration ~~ground magnetic survey to identify possible veins and structures;~~History:

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

~~Locate potential RC and diamond drill-hole locations for surface drilling; and~~Impairment:

~~Reconnaissance~~The ~~work~~acquisition ~~on prospects~~costs ~~located~~of ~~along~~$13,000 ~~strike~~were ofrecorded ~~the~~as ~~structures~~exploration ~~controlling mineralization~~expenses in ~~the~~a ~~Regal~~prior ~~Mine~~year.

15Arizona Gold Holdings

NoWe ~~timetable~~hold ~~for~~two ~~exploration~~claim ~~has been~~groups ~~set~~in the Oatman Mining District: the Western Gold and ~~costs~~Gold ~~for~~Road Claims along with the ~~recommended~~Cerro ~~exploration~~Colorado ~~have~~Group ~~not~~in ~~been~~Pima ~~determined~~County, AZ.

~~Impairment:~~Western Gold Claims

WeThe ~~believe~~Western ~~that~~Gold ~~when~~property ~~compared~~consists ~~to the market value~~ of ~~the~~13 ~~property,~~unpatented ~~the~~lode ~~deferred~~claims ~~costs~~covering of240 ~~$15,000~~acres ~~have~~within ~~not suffered~~the ~~impairment.~~Oatman ~~Accordingly,~~Mining atDistrict ~~September~~of ~~30,~~Mohave ~~2011~~County, ~~we did not consider a write-down to the carrying cost necessary~~Arizona.

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

~~During~~Land fiscal 2011, we received $50,000 related to the sale to an unrelated party of our Montgomery claims. The entire proceeds of $50,000 were accounted for as gain and presented under the caption “Net gain on the sales of lode claims” on our Consolidated Statements of Operations. Status:

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

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

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

~~The Stillwater Extension property consists of 10 unpatented lode claims covering 200 acres of the Stillwater Complex of south central Montana. The Stillwater Complex is a mafic~~-~~ultramafic layered intrusive that includes the 28~~15-~~mile long J-M Reef, which hosts Platinum Group Metals (PGM).~~

~~Location~~Table ~~and~~of ~~Access:~~Contents

~~The~~Electrum ~~Stillwater~~is ~~Extension~~the ~~claims are~~predominant ~~located~~ore ~~approximately~~mineral. Gangue ~~five~~minerals ~~miles~~include ~~southeast~~quartz, ofcalcite, ~~the~~adularia, ~~Stillwater~~minor ~~Mine~~fluorite, and ~~cover a~~trace ~~projected~~amounts ~~eastern extension~~ of ~~J-M Reef. The claims are located in Sections 2~~pyrite, 3marcasite, ~~11,~~and ~~T6S, R16E~~chalcopyrite.

AThe ~~map~~property ~~showing~~is ~~the~~currently ~~Stillwater Extension~~without ~~Claims~~known ~~may be found in Exhibit 99~~reserves.~~6 which was filed as an exhibit to our Annual Report on Form 10-KSB/A filed with the Commission on December 3, 2007, File No.000-31184.~~

~~Land~~Exploration ~~Status~~History:

InGold ~~2003,~~was wefirst ~~purchased~~discovered in the ~~Stillwater~~ ~~Claims~~Oatman ~~for~~District ~~$15,000~~in 1863. ~~The~~ Between ~~claims~~1897 ~~are~~and ~~maintained~~1942, bythe ~~annual~~Oatman ~~payment~~District ~~of BLM~~produced ~~Maintenance~~2.2 ~~Fees~~million ounces of $1gold and 800,~~400.~~000 Weounces ~~have~~of ~~made~~silver ~~no improvements~~at toan ~~the~~average ~~property~~grade of 0. ~~Power~~58 ~~and~~opt ~~water~~gold ~~status~~and ~~are~~0.17 ~~unknown~~opt silver.

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

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

The ~~property~~deferred ~~currently~~costs ~~is without~~of ~~known~~$15,000 ~~reserves~~were ~~and~~included ~~the~~in ~~proposed~~exploration ~~program~~expenses isin ~~exploratory~~a inprior ~~nature~~year.

~~Exploration~~Gold ~~History:~~ Road Claims

The ~~Johns~~Arizona ~~Manville~~property ~~Corporation discovered~~consists ~~palladium~~of ~~and~~16 ~~platinum~~unpatented ~~along~~lode ~~the~~claims ~~J-M~~located ~~Reef of the Stillwater Complex~~ in ~~the~~Mohave ~~early 1970’s. In 1979~~County, aArizona ~~Manville~~covering ~~subsidiary~~320 ~~partnered~~acres ~~with~~of ~~Chevron to develop~~ the ~~property. Underground~~Oatman ~~operations~~mining atdistrict ~~the~~of ~~Stillwater~~northwest ~~Mine commenced in 1986~~Arizona.

16A map showing the Western Gold Claims may be found in Exhibit 99.8 which was filed as an exhibit to our Annual Report on Form 10-KSB/A filed with the Commission on December 3, 2007, File No.000-31184.

~~Exploration~~Land ~~Plans~~Status:

WeIn ~~plan~~2003, towe ~~conduct~~acquired anthe ~~evaluation program~~Arizona ~~including~~Claims ~~geologic~~for ~~mapping~~$1,500. The ~~rock~~claims ~~chip~~are ~~and~~maintained ~~soil~~by ~~geochemical~~annual ~~surveys,~~payment ~~and interpretation~~ of ~~public~~BLM ~~domain~~maintenance ~~geophysical~~fees ~~data~~of $2,240. ~~The~~ ~~program~~We ~~will~~have ~~be conducted~~not toimproved ~~determine~~ the ~~suitability of a joint venture partner~~property. ~~No timetable~~ Power ~~for exploration has been set~~ and ~~costs~~water ~~for~~sources ~~the~~are ~~recommended evaluation program have not been determined~~unknown.

~~Impairment~~Geology:

The ~~deferred~~KO ~~costs~~group follows the easterly trend of ~~$15,000 were~~the ~~included~~Mallory inFault ~~exploration~~line ~~expenses~~and incovers athe ~~prior~~down ~~year~~dip extension of the Kokomo vein. The TS group follows the southeasterly extension of the Gold Ore Vein.

~~Princeton~~The ~~Gulch~~property ~~Group~~is currently without known reserves.

~~We control unpatented claims that cover and surround the Princeton Gulch placer in Granite County in south central Montana.~~Impairment:

~~Location~~The ~~and~~deferred ~~Access:~~costs of $1,500 were included in exploration expenses in a prior year.

~~The~~Cerro ~~Princeton~~Colorado Gulch claims are located in Sections 20 & 21 of Township 8 North, Range 12 West, 7 miles northeast of the town of Maxville, Montana. Access is provided by county roads east of State Highway 10A at Maxville, Montana. Turn east on the Maxville/Princeton Road at Maxville for 4.5 miles. Turn northeast on County Road 1500 for 2.5 miles. The claim group occupies the mountain valley running to the east from this point. Group

AWe ~~map~~control ~~showing~~3 ~~the~~unpatented ~~Princeton Gulch~~claims ~~Group~~covering ~~may~~60 beacres ~~found~~ in ~~Exhibit~~the ~~99.10~~Cerro ~~which~~Colorado ~~was~~Mining ~~filed~~District, as35 anmiles ~~exhibit~~southwest toof ~~our Annual Report on Form 10-KSB/A filed with the Commission on December 3~~Tucson, ~~2007, File No~~Arizona.~~000-31184.~~

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

This claim group consists of 4 unpatented placer claims covering 80 acres and 2 unpatented load claims covering 40 acres, for a total of 120 acres. The claims are maintained by annual payment of BLM Maintenance Fees of $840. We have not improved the property. Electrical status is unknown. Water is available via streams running through the property. Three holding/settling ponds, approved by the State of Montana as harmless to Bull Trout found in the area, have been constructed. -16-

~~Geology:~~Table of Contents

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

The ~~claims~~claim ~~host~~group ~~placer~~is ~~deposits within~~located ~~18”~~in ofthe ~~bedrock~~Cerro ~~along~~Colorado mining district in the ~~floor~~Cerro Colorado Mountains of ~~the~~Southwest ~~gulch~~Arizona. The ~~load~~ claims ~~could potentially~~are ~~host~~maintained ~~fissure~~by ~~veins~~annual ~~found~~payment ~~and~~of ~~exploited~~BLM onmaintenance ~~adjacent~~fees ~~claims~~of ~~and properties;~~$420. We ~~however,~~have ~~there~~not ~~are~~improved nothe ~~reports~~property. Power ofand ~~veining~~water onsources ~~this~~are ~~property~~unknown.

~~The property is currently without known reserves and the proposed program is exploratory in nature.~~Geology:

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

The ~~claims~~property ~~have~~is ~~been~~currently ~~worked sporadically~~without byknown ~~small scale owner/operators for a number of years~~reserves. The claims have only been placer mined in the valley bottom. No additional exploration work has been done. The Princeton Mining District has had several past producers, both lode and placer in the late 1800’s and first half of the 1900’s.

17Exploration History:

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

The claim group will benefit from detailed geologic mapping, sampling and trenching. Beyond this basic exploration, modern geophysics and remote sensing should be applied to the claim group. No timetable for exploration has been set and costs of the recommended exploration have not been determined.Impairment:

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

~~The~~Washington ~~acquisition costs of $13,000 were included in the exploration expenses in a prior year.~~Holdings

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

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

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

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

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

The ~~Western~~property ~~Gold~~is ~~claims~~currently ~~are located~~without ~~approximately~~known ~~1 mile West of Gold Road Mine & 1 mile North of United Western Mine~~reserves.

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

~~Land~~Mexican ~~Status:~~Exploration Properties

~~The~~We ~~Oatman~~have ~~District~~an ~~lies~~interest onin ~~the western~~several ~~flank~~Mexican ofexploration ~~the~~projects ~~Black~~which ~~Mountains, a fault-bounded tertiary volcanic series. In 2003,~~ we ~~acquired~~do ~~the~~not ~~Western~~currently ~~Gold~~consider ~~Claims for $15,000. The claims are maintained by annual payment of BLM Maintenance Fees of $1,820. We have made no improvements~~ to ~~the~~be ~~property~~material. ~~Power and water sources are unknown.~~

~~Geology:~~-17-

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

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

~~The~~La ~~property~~Vibora is ~~currently without~~a ~~known~~gold-silver ~~reserves~~prospect ~~and~~in which Shoshone acquired a 25% interest in the ~~proposed~~property ~~program~~in the year 2000. No exploration has been conducted on the property since our acquisition. The property is ~~exploratory~~located approximately 22 miles south of the city of Esquida in ~~nature~~the State of Sonora. We have made no improvements to the property.

~~Exploration History~~Geology:

~~Gold~~The ~~was~~project ~~first~~area ~~discovered~~is inunderlain ~~the Oatman~~by ~~District~~granodiorites ~~in 1863. Between 1897~~ and ~~1942,~~quartz ~~the~~monzonites ~~Oatman District produced 2.2 million ounces~~ of ~~gold~~upper ~~and~~Cretaceous ~~800,000 ounces of silver at an average grade of 0~~age.58 Mineralization ~~opt~~is ~~gold~~associated ~~and~~with ~~0.17~~the ~~opt silver~~granites.

~~From~~The ~~1979~~property tocovers ~~1982,~~three ~~Hecla~~sub-parallel ~~Mining Company~~veins ~~and~~that ~~Canadian~~have ~~Natural~~an ~~Resources~~apparent ~~conducted~~length ~~exploration~~of approximately 1,000 ft. ~~Extensive geological~~ The ~~mapping~~veins ~~and~~are ~~diamond~~fracture-filling, ~~drilling~~dipping ~~was~~approximately ~~conducted~~70 ondegrees to the ~~Tom~~SW ~~Reed~~and ~~Vein System~~are ~~before~~characterized by the ~~project~~presence ~~was~~of ~~terminated~~sulfides in(dominantly ~~1982~~pyrite) that have been locally oxidized. Gangue is dominated by quartz and calcite.

18Sampling conducted in 1994 reported a 75 foot wide bulk sample that had an average grade of 0.20 oz/t gold. Four samples that were taken on the No. 1 vein, over a 5 foot (adjusted) width averaged 0.29 oz/t gold.

~~Exploration~~The ~~Plans:~~property is currently without known reserves.

The ~~exploration~~La ~~plans~~Morena for the Arizona Project are to conduct surface geological mapping, surface soil and rock sampling programs and conduct IP and magnetic surveys of the claim areas to identify orientation of the sub-surface United Western Vein.Placer

NoThe ~~timetable~~property ~~for~~is ~~exploration~~a gold silver placer deposit located adjacent to the La Vibora prospect. There has been ~~set~~no ~~and~~systematic ~~costs~~exploration of the ~~recommended~~La ~~exploration~~Morena Placer. Shoshone acquired a 25% interest in the property in 2000. We have not ~~been~~made ~~determined~~improvements to the property.

~~Impairment~~Exploration History:

~~The~~Distal ~~deferred~~from ~~costs~~the La Vibora property is the La Morena Placer. This property has had limited auger and assaying returning average grades of ~~$15,000 were~~0.03 ~~included~~oz/t ingold. No ~~exploration~~resource ~~expenses~~estimate inhas abeen ~~prior~~completed ~~year~~and the property is currently without known reserves.

~~Gold~~OUR ~~Road~~EXPLORATION ~~Claims~~PROCESS

~~The~~Our ~~Arizona~~exploration ~~property~~program ~~consists~~is ~~of 16~~designed ~~unpatented~~to ~~lode~~acquire, ~~claims~~explore ~~located~~and evaluate exploration properties in ~~Mohave~~an ~~County,~~economically ~~Arizona~~efficient ~~covering~~manner. ~~320~~We ~~acres of~~have ~~the~~not ~~Oatman~~at ~~mining~~this ~~district~~time identified or delineated any metals reserves on any of ~~northwest~~our ~~Arizona~~properties.

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

~~The~~We ~~Gold~~expect ~~Road~~our ~~claims~~exploration ~~are~~work ~~divided into~~on ~~two~~a ~~groups. The~~given KOproperty ~~group~~to ofproceed 7generally ~~claims is located~~ in ~~S14~~three ~~T19N R20W approximately 3000 ft southwest of the Western Gold claims, approximately 0~~phases.9 miles west of the Gold Road Mine and 0.8 miles north of the United Western Mine. The TS group of 9 claims is located in S12 T19N R20W approximately 6000 ft east of the Arizona Gold field claims and 5000 feet east northeast of the KO group of claims. County Hwy 10 travels through the TS group.

AThe ~~map~~first ~~showing~~phase ~~the~~is ~~Western~~intended ~~Gold Claims may be found in Exhibit 99.8 which was filed as an exhibit~~ to ~~our~~determine ~~Annual~~whether ~~Report~~a onprospect ~~Form 10-KSB/A~~warrants ~~filed~~further ~~with~~exploration ~~the Commission~~and ~~on December 3, 2007, File No.000-31184.~~ involves:

~~Land~~· ~~Status:~~researching the available geologic literature;

In· ~~2003,~~interviewing ~~we acquired the Arizona Claims for $1~~geologists,~~500. The~~ ~~claims~~mining ~~are~~engineers ~~maintained~~and byothers ~~annual~~familiar ~~payment~~with ~~of BLM Maintenance Fees of $2,240. We have not improved~~ the ~~property. Power~~prospect ~~and water sources are unknown.~~sites;

~~Geology:~~· conducting geologic mapping, geophysical testing and geochemical testing;

~~The~~· KOexamining ~~group~~any ~~follows~~existing ~~the easterly~~workings, ~~trend~~such ofas ~~the~~trenches, ~~Mallory~~prospect ~~Fault~~pits, ~~line~~shafts ~~and~~or ~~covers the down dip extension of the Kokomo vein. The TS group follows the southeasterly extension of the Gold Ore Vein.~~tunnels;

~~The~~· ~~property~~digging is150 ~~currently without~~foot ~~known~~long ~~reserves~~ and ~~the~~10-to-20 ~~proposed~~foot ~~program~~wide istrenches ~~exploratory~~that inallow ~~nature.~~for an examination of surface vein structure as well as for efficient reclamation, re-contouring and re-seeding of disturbed areas; and

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

~~We anticipate developing exploration plans in fiscal 2012.~~-18-

~~Impairment:~~Table of Contents

~~The~~Subject ~~deferred~~to ~~costs~~obtaining ofthe ~~$1,500 were~~necessary ~~included~~permits in ~~exploration~~a ~~expenses~~timely manner, the first phase can typically be completed on an individual property in several months at a ~~prior~~cost ~~year~~of less than $200,000. We have completed research on and examination of some of our properties, and have commenced geophysical work and sampling on some of our properties.

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

We· ~~control~~examining 3underground ~~unpatented~~characteristics ~~claims covering~~of 60mineralization ~~acres~~that inwere ~~the~~previously ~~Cerro Colorado Mining District 35 miles southwest of Tucson, Arizona.~~identified;

19· conducting more detailed geologic mapping;

~~Location~~· conducting more advanced geochemical and ~~Access:~~geophysical surveys;

~~From~~· ~~Tucson~~conducting ~~take~~more ~~I-19~~extensive ~~south towards~~trenching; Nogales approximately 33 miles to Exit 48. The claim group is 15 miles west on Arivaca Rd from Exit 48. The claims are in Section 22, Township 20S, Range 10E. A geographic reference point for the claims is 31°39'32"North, 111°16'19"West. and

A· ~~map~~conducting ofexploratory ~~the property may be found in Exhibit 99~~drilling.~~11 which was filed as an exhibit to our Annual Report on Form 10-KSB/A filed with the Commission on December 3, 2007, File No.000-31184.~~

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

The ~~claim~~third ~~group~~phase is ~~located~~intended ~~in the~~to ~~Cerro~~precisely ~~Colorado~~define ~~mining~~depth, ~~district~~width, inlength, ~~the~~tonnage ~~Cerro~~and ~~Colorado~~value ~~Mountains~~per ofton ~~Southwest Arizona. The claims are maintained by annual payment~~ of ~~BLM~~any ~~Maintenance~~deposit ~~Fees~~that ~~of $420. We~~has ~~have~~been ~~not~~identified ~~improved the property. Power~~ and ~~water~~would ~~sources are unknown.~~involve:

~~Geology:~~· drilling to develop the mining site;

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

~~The~~· ~~property~~obtaining isother ~~currently without~~pertinent ~~known~~technical ~~reserves~~information ~~and~~required ~~the~~to ~~proposed~~define ~~program~~an isore ~~exploratory~~reserve inand ~~nature~~complete a feasibility study.

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

~~This~~We ~~mining~~intend ~~district~~to isexplore ~~one~~and ~~of the~~develop ~~oldest~~our ~~producing~~properties ~~areas in Arizona with scattered small~~ourselves, ~~and~~although ~~relatively shallow,~~our ~~mines~~plans ~~and~~could ~~prospects~~change ~~active~~depending ~~intermittently~~on ~~from at least~~ the ~~1770's~~terms ~~to about 1950. Total estimated~~ and ~~recorded~~availability ~~production has been some 4,500 tons~~ of ~~ore~~financing ~~containing~~and ~~approximately~~the ~~376,000~~terms ~~ounces~~or ~~silver,~~merits ~~460 ounces gold and small amounts~~ of ~~copper~~any ~~and~~joint ~~lead~~venture proposals.

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

~~These~~ENVIRONMENTAL claims and the area around them will be geologically mapped. This mapping will emphasize vein intensity, rock type, and alteration. In addition to the mapping, limited ground magnetic surveys should be run to help identify any geophysical anomalies. The results of this initial work will guide follow up geophysics and/or drilling.COMPLIANCE

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

~~Impairment:~~EMPLOYEES

~~The~~At ~~deferred~~September ~~costs~~30, 2012, we had one full-time employee. None of ~~$1,500~~our ~~were~~current ~~included~~officers ~~in exploration~~received ~~expenses~~salary inor aother ~~prior~~compensation ~~year~~from the Company during 2012. Only one of our directors received compensation during fiscal 2012.

~~Washington~~GLOSSARY ~~Holdings~~OF TERMS

WeAMPHIBOLITE: ~~control~~granular 19metamorphic ~~unpatented mining claims covering 380 acres in the heart of the Wenatchee Gold Belt located in central Washington~~rocks.

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

~~Location and Access:~~-19-

~~Entering~~Table ~~Wenatchee from the north, you will be traveling south on State Route #2 and #97, at the stop light on the northern edge~~ of town, SR #2 and #97 veers to the right and crosses the Columbia River, you will continue south, or straight ahead, on SR #28 until you reach exit 285 N and then turn right and cross the Columbia River on the old bridge span. After crossing the Columbia River, you will travel about 0.5 mile and will come to Mission Street, turn left on Mission Street for 1.5 miles. At this point Mission Street becomes Squilchuck Road and you will continue on Squilchuck Road for another 3.5 miles when you will encounter a road sign directing you to take a left hand turn onto Cranmer Drive and also be heading to the Wenatchee Heights subdivision. Travel less that 1 mile on Cranmer Drive and you will come to the Wenatchee Heights Road, turn left on Wenatchee Heights Road and travel 1 mile until you come to a fork in the road, take the left hand fork and you will be on Loop Road. The Shaft claims are located to the east of Loop Road. Contents

20ANTICLINE: layered rock formations structurally folded into a convex structure with a core that hosts the oldest rocks.

AARCHEAN: ~~map~~geologic ~~showing~~age ~~the~~older ~~Shaft~~than ~~Claims is contained in Exhibit 99.15 which was filed as an exhibit to our Annual Report on Form 10-KSB filed with the Commission on January 10~~2, ~~2010~~500, ~~File No.~~000~~-31184.~~ years.

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

WeBLEBS: ~~hold~~a ~~19 unpatented mining claims covering 380 acres in central Washington. Title to the property is maintained by annual payment of BLM Maintenance Fees of $2~~vesicle,~~660. The~~ ~~claims~~blister ~~are located~~or ~~within the heart of the Wenatchee Gold Belt~~bubble. ~~We have not improved the property. Power and water sources are unknown.~~

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

~~Other Mexican~~CHALCOPYRITE: ~~Exploration~~the ~~Properties~~ main copper ore, which is widely occurring and found mainly in veins.

WeCIRCULATION ~~have~~DRILL: ~~an interest~~a inrotary ~~several~~drill ~~other~~or ~~Mexican~~rotary ~~exploration~~percussion ~~projects~~drill in which wethe dodrilling ~~not currently~~fluid ~~consider~~and cuttings return to bethe ~~material~~surface through the drill pipe, minimizing contamination.

LaCRETACEOUS ~~Vibora~~AGE: the geologic age period dating from approximately 68 million years to 142 million years.

LaCROSS ~~Vibora~~CUTS: is a ~~gold-silver prospect~~horizontal inopening ~~which~~driven ~~Shoshone~~from ~~acquired~~ a ~~25%~~shaft ~~interest~~and in(or ~~the~~near) ~~property~~right inangles ~~the~~to ~~year 2000. No exploration has been conducted on~~ the ~~property~~strike ~~since our acquisition. The property is located seven miles west~~ of ~~Mexican~~a ~~Highway~~vein ~~17,~~or ~~approximately 22~~other ~~miles~~ore ~~south of the city of Esquida~~body. ~~We have made no improvements to the property. Power and water status is unknown.~~

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

~~The~~DISSEMINATED: ~~project~~fine ~~area~~particles ~~is underlain by granodiorites and quartz monzonites~~ of ~~upper~~mineral ~~Cretaceous~~dispensed ~~age. Mineralization~~through ~~is associated with~~ the ~~granites~~enclosing rock.

~~The~~DEVELOPMENT: ~~property~~work ~~covers~~carried ~~three sub-parallel~~out ~~veins~~for ~~that~~the ~~have~~purpose ~~an apparent length~~ of ~~approximately~~opening ~~1,000~~up ~~ft. The veins~~a ~~are~~mineral ~~fracture-filling,~~deposit ~~dipping approximately 70 degrees to the SW~~ and ~~are characterized~~making by the ~~presence~~actual ofextraction ~~sulfides (dominantly pyrite) that have been locally oxidized~~possible. ~~Gangue is dominated by quartz and calcite.~~

~~Sampling~~DIKES: ~~conducted in 1994 reported~~ a 75tabular ~~foot~~igneous ~~wide~~intrusion ~~bulk sample~~ that ~~had~~cuts anacross ~~average~~the ~~grade~~structures of ~~0.20~~surrounding ~~oz/t gold~~rock. ~~Four samples that were taken on the No. 1 vein, over a 5 foot (adjusted) width averaged 0.29 oz/t gold.~~

~~The~~DIP: ~~property~~the isangle ~~currently without~~at ~~known~~which ~~reserves~~a ~~and~~vein, ~~the~~structure ~~proposed~~or ~~program~~rock bed is ~~exploratory~~inclined infrom ~~nature~~the horizontal as measured at right angles to the strike.

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

WeEXPLORATION: ~~currently~~work ~~have~~involved noin ~~exploration plans~~searching for Laore ~~Vibora~~by geological mapping, geochemistry, geophysics, drilling and other methods.

~~The~~GABBRO: LaDark ~~Morena~~colored ~~Placer~~basic intrusive rocks. Intrusive equivalent of volcanic basalt.

~~The~~GEOCHEMISTRY: ~~property~~study ~~is located adjacent to the La Vibora prospect south~~ of ~~the~~variation ~~city~~ of ~~Esquida~~chemical inelements ~~the State of Sonora. The property is a gold silver placer deposit. There has been no systematic exploration of the La Morena Placer. Shoshone acquired a 25% interest~~ in ~~the property~~rocks inor ~~2000~~soils. ~~We have not made improvements to the property. Power and water supplies are unknown.~~

21GEOPHYSICS: study of the earth by quantitative physical methods.

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

~~Distal~~HYDROTHERMAL: ~~from~~pertaining ~~the~~to Lahot ~~Vibora property~~water, isespecially ~~the~~with Larespect ~~Morena~~to ~~Placer. This~~its ~~property~~action ~~has~~in ~~had~~dissolving, ~~limited~~re-depositing, ~~auger~~ and ~~assaying~~ ~~returning~~otherwise ~~average~~producing ~~grades~~mineral ofchanges ~~0.03~~within ~~oz/t gold. No resource estimate has been completed and~~ the ~~property~~earth’s ~~is currently without known reserves~~crust.

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

~~We currently have no exploration plans for La Morena Placer.~~-20-

~~OUR EXPLORATION~~Table ~~PROCESS~~of Contents

~~Our~~LITHOLOGY: ~~exploration~~The ~~program~~character ~~is designed~~of toa ~~acquire,~~rock ~~explore~~described ~~and evaluate exploration properties~~ in ~~an economically~~terms ~~efficient~~of ~~manner.~~its Westructure, ~~have~~color, ~~not~~mineral atcomposition, ~~this~~grain ~~time~~size ~~identified~~and ~~or delineated~~arrangement ~~any metals reserves on any~~ of ~~our~~its ~~properties~~component parts.

~~Our~~MAFIC: ~~current~~Pertaining ~~focus~~to isor ~~primarily~~composed ~~on the~~dominantly ~~acquisition~~ of ~~additional exploration properties. Subject to our ability to raise~~ the ~~necessary~~ferromagnesian ~~funds,~~rock-forming wesilicates; ~~intend~~used to ~~implement~~describe ~~an exploration program that may cover~~ some origneous ~~all~~rocks ofand ~~our~~their ~~other~~constituent ~~properties at various times as we deem prudent~~minerals.

WeMETAMORPHISM: ~~expect~~The ~~our~~mineralogical ~~exploration~~and ~~work~~structural ~~on a~~changes ~~given~~in ~~property~~solid torock ~~proceed~~that ~~generally~~have inbeen ~~three~~caused ~~phases.~~by heat and pressure at depth over time.

~~The~~MINERALIZATION: ~~first~~the ~~phase~~concentration isof ~~intended~~metals ~~to determine~~and ~~whether~~their acompounds ~~prospect~~in ~~warrants~~rocks, ~~further~~and ~~exploration~~the ~~and~~processes ~~involves:~~involved therein.

~~researching the~~NORITE: ~~available~~a ~~geologic~~course ~~literature;~~grained igneous rock formed at great depth.

~~interviewing geologists,~~ORE: ~~mining~~material ~~engineers~~that ~~and~~can ~~others~~be ~~familiar~~economically ~~with~~mined ~~the~~and ~~prospect sites;~~processed.

~~conducting geologic~~ORE ~~mapping~~BODY: a continuous, ~~geophysical~~well-defined ~~testing~~mass ~~and~~of ~~geochemical~~material ~~testing;~~of sufficient ore content to make extraction economically feasible.

~~examining any~~OUTCROP: ~~existing~~the ~~workings,~~part ~~such~~of asa ~~trenches,~~rock ~~prospect~~formation ~~pits~~that appears at the earth’s surface, ~~shafts~~often orprotruding ~~tunnels;~~above the surrounding ground.

~~digging 150~~PYRITE: ~~foot~~the ~~long~~most ~~and~~widespread ~~10-to-20~~sulfide ~~foot wide trenches that allow for an examination of surface vein structure as well as for efficient reclamation, re-contouring and re-seeding of disturbed areas; and~~mineral.

PYROXENITE: ~~analyzing samples~~any ~~for~~group ~~minerals~~of ~~that are known to have occurred in the test area~~minerals.

~~Subject~~QUARTZITE: ~~to obtaining the necessary permits in~~ a ~~timely~~sedimentary ~~manner,~~rock ~~the~~consisting ~~first~~mostly ~~phase can typically be completed on an individual property in several months at a cost~~ of ~~less~~silica ~~than $200,000.~~sand Wegrains that have ~~completed~~been ~~research~~welded ontogether ~~and~~by ~~examination~~heat ~~of each of our properties,~~ and ~~have commenced geophysical work and sampling on some of our properties~~compaction.

~~The~~RECLAMATION: ~~second~~the ~~phase~~restoration isof ~~intended~~a ~~to identify~~site ~~any~~after ~~mineral~~exploration ~~deposits~~activity ofor ~~potential~~mining ~~economic~~is ~~importance and would involve:~~completed.

~~examining underground~~SCHIST: ~~characteristics~~a foliated metamorphic rock the grains of ~~mineralization~~which ~~that~~have ~~were~~a ~~previously~~roughly ~~identified;~~parallel arrangement.

~~conducting more~~SEDIMENTARY ~~detailed~~ROCKS/SEDIMENTS: ~~geologic~~rocks ~~mapping;~~resulting from the consolidation of loose sediments of older rock transported from its source and deposited.

SHEAR ~~conducting more~~OR ~~advanced~~SHEARING: ~~geochemical~~The deformation of rocks by lateral movement along numerous parallel planes, generally resulting from pressure and ~~geophysical~~producing ~~surveys;~~such metamorphic structures as cleavage and schistosity.

~~conducting more~~SILLS: ~~extensive~~a ~~trenching;~~near ~~and~~horizontal flat-bedded stratum of intrusive rock.

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

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

~~The~~STRIKE: ~~third~~the ~~phase~~course isor ~~intended~~bearing ~~to precisely~~of ~~define~~a ~~depth,~~vein ~~width,~~or ~~length,~~a ~~tonnage~~layer ~~and value per ton~~ of ~~any deposit that has been identified and would involve:~~rock.

~~drilling to~~ULTRAMAFIC: ~~develop~~said ~~the~~of ~~mining~~an ~~site;~~igneous rock composed chiefly of mafic materials.

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

~~obtaining other pertinent technical information required to define an ore reserve and complete a feasibility study.~~ -21-

22Table of Contents

~~Depending~~VEIN: ~~upon~~an ~~the~~epigenetic ~~nature~~mineral offilling the ~~particular~~ ~~deposit,~~fault ~~the~~or ~~third~~other ~~phase~~fracture, onin ~~any~~tabular ~~one~~or ~~property~~sheet ~~could~~like ~~take~~form, ~~one~~often towith ~~five years~~associated orreplacement ~~more~~of ~~and~~the ~~cost~~host ~~up to $20~~rock,~~000,000~~ or ~~more. None~~a ofmineral ~~our~~deposit ~~properties~~of ~~has reached~~this ~~the~~form ~~third~~or ~~phase~~origin.

WeITEM ~~intend~~1A. RISK ~~to explore and develop our properties ourselves, although our plans could change depending on the terms and availability of financing and the terms or merits of any joint venture proposals~~FACTORS.

~~ENVIRONMENTAL~~We ~~COMPLIANCE~~are a smaller reporting company as defined by the Exchange Act and are not required to provide the information required under this item.

~~Our~~ITEM ~~primary cost of complying with applicable environmental laws during exploration is likely to arise in connection with the reclamation of drill holes and access roads~~1B. UNRESOLVED ~~Drill~~STAFF ~~holes typically can be reclaimed for nominal costs, although the BLM recently promulgated new surface management regulations which may significantly increase those costs on BLM lands~~COMMENTS. Access road reclamation may cost up to $50,000 to $100,000 if road building has been done, and those costs, too, are likely to increase as the result of the new BLM regulations. As we are currently in the exploration stage on all of our properties, reclamation costs have not yet been incurred, and cannot be reasonably estimated for each property.

~~EMPLOYEES~~We are a smaller reporting company as defined by the Exchange Act and are not required to provide the information required under this item.

AtITEM ~~September 30, 2011, we had 9 employees, four of whom are both officers and directors~~2. PROPERTIES.

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

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

~~ANOMALY:~~ITEM a3. LEGAL ~~deviation from uniformity or regularity in geophysical or geochemical quantities~~PROCEEDINGS.

~~ANTICLINE:~~We ~~layered~~are, ~~rock formations~~from ~~structurally~~time ~~folded~~to ~~into~~time, ainvolved ~~convex~~in ~~structure~~various ~~with~~legal aproceedings ~~core~~incidental ~~that~~to ~~hosts~~ the ~~oldest~~conduct ~~rocks~~of business. In the opinion of management, our gross liability, if any, and without any consideration given to the availability of insurance or other indemnification, under any pending litigation or administrative proceedings would not materially affect our consolidated financial position, results of operations or cash flows.

~~ARCHEAN~~We resolved our only pending legal matter on September 30, 2012 when we entered into a release and settlement agreement with a former employee (“Beggs”). Under the terms of the agreement, we agreed to pay Beggs a total of $220,000 payable as follows: ~~geologic~~$95,000 ~~age~~within ~~older~~seven ~~than 2~~days of closing,~~500~~ and $125,000 ~~years~~in the form of a promissory note to be paid in equal monthly installments of $11,206.10 with the first payment due in October 2012 together with interest at the rate of 12% per annum for 12 months. The promissory note is secured by a lien on certain assets owned by us.

~~BATHOLITH: a~~In ~~large~~consideration ~~emplacement~~ of ~~igneous~~the ~~intrusive~~foregoing, orBeggs ~~plutonic~~dismissed ~~rock~~the ~~that~~lawsuit ~~forms~~he ~~from~~filed ~~cooled~~against ~~magma~~Shoshone ~~within~~in the ~~Earth's~~ ~~crust~~District Court of Kootenai County, State of Idaho, wherein Beggs alleged that we breached a 2011 employment contract with him. The release and settlement with Beggs is contained as an exhibit in a Form 8-K filing dated October 11, 2012.

~~BLEBS:~~At aSeptember ~~vesicle~~30, ~~blister~~2012, ~~or bubble~~the Beggs settlement obligation is reflected in the current liability section of the Company’s balance sheet. This matter is also disclosed in Note 13 to the Company’s consolidated financial statements.

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

~~CHALCOPYRITE:~~ITEM ~~the~~5. ~~main~~MARKET ~~copper ore~~FOR REGISTRANT’S COMMON EQUITY, ~~which~~RELATED isSTOCKHOLDER ~~widely~~MATTERS ~~occurring~~AND ~~and~~ISSUER ~~found~~PURCHASES ~~mainly~~OF inEQUITY ~~veins~~SECURITIES.

~~CIRCULATION~~Our ~~DRILL:~~shares aare ~~rotary~~traded ~~drill or~~on ~~rotary~~the ~~percussion~~OTCQB ~~drill~~under ~~in which~~ the ~~drilling~~trading ~~fluid~~symbol ~~and~~SHSH.OB. Summary ~~cuttings~~trading ~~return~~by ~~to the~~quarter ~~surface~~for ~~through~~fiscal ~~the~~2012 ~~drill~~and ~~pipe,~~2011 ~~minimizing~~are ~~contamination.~~as follows:

~~CRETACEOUS AGE: the geologic age period dating from approximately 68 million years to 142 million years.~~-22-

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

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

Fiscal Quarter		High (a)		Low (a)

2012
Fourth Quarter	$	0.11	$	0.05
Third Quarter	$	0.14	$	0.07
Second Quarter	$	0.18	$	0.12
First Quarter	$	0.20	$	0.12

2011
Fourth Quarter	$	0.20	$	0.11
Third Quarter	$	0.16	$	0.10
Second Quarter	$	0.20	$	0.13
First Quarter	$	0.32	$	0.13

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

~~DISSEMINATED:~~As ~~fine~~of ~~particles~~September 30, 2012, we had approximately 1,635 holders of ~~mineral~~ ~~dispensed~~record ~~through~~of ~~the~~our ~~enclosing~~common ~~rock~~stock.

~~DEVELOPMENT:~~The ~~work~~Company ~~carried~~has ~~out~~not ~~for the~~paid ~~purpose~~any ofdividends ~~opening~~since upour ainception ~~mineral~~and ~~deposit~~does ~~and~~not ~~making~~anticipate paying any dividends on its common stock in the ~~actual~~foreseeable ~~extraction possible~~future. There are no restrictions which preclude the payment of dividends.

~~DIKES:~~The aCompany ~~tabular~~has ~~igneous intrusion~~no ~~that~~equity ~~cuts~~compensation ~~across~~plan ~~the~~or ~~structures of surrounding rock~~plans.

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

~~DRIFTS:~~During athe ~~horizontal~~year ~~passage underground~~ended ~~that~~September ~~follows~~30, ~~along~~2012, the ~~length~~Company issued 1,305,000 shares of acommon ~~vein~~stock orat ~~mineralized~~$0.12 ~~rock formation~~per share for cash proceeds of $158,925.

~~EXPLORATION:~~During ~~work~~the ~~involved~~three-month ~~in searching~~period ~~for~~ended ~~ore~~September by30, ~~geological~~2011, ~~mapping~~we sold 7,556,667 ~~geochemistry~~shares of common stock at a price per share of $0.15 to 12 accredited investors for gross proceeds of $1,133,500. For ~~geophysics~~every share purchased, ~~drilling~~each investor received one warrant to purchase one share of common stock. The warrants are exercisable at $0.25 per share and ~~other~~ ~~methods~~expire on August 1, 2013. This sale was made under the exemption from registration provided by Regulation D, Rule 506.

~~GABBRO:~~Purchases ~~Dark~~of ~~colored~~Equity ~~basic intrusive~~Securities ~~rocks.~~by ~~Intrusive~~the ~~equivalent of volcanic basalt.~~Issuer

~~GEOCHEMISTRY:~~During ~~study~~the ofyear ~~variation of~~ended ~~chemical~~September ~~elements~~30, in2012, ~~rocks~~we ordid ~~soils~~not purchase any shares of our common stock.

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

~~GNEISS:~~ITEM a6. SELECTED ~~layered~~FINANCIAL ~~or banded crystalline metamorphic rock the grains of which are aligned or elongated into a roughly parallel arrangement~~DATA.

~~HYDROTHERMAL:~~We ~~pertaining~~are toa ~~hot water,~~smaller ~~especially~~reporting ~~with~~company ~~respect~~as todefined ~~its~~by ~~action~~the inExchange ~~dissolving,~~Act ~~re-depositing,~~ and ~~otherwise~~ ~~producing~~are ~~mineral~~not ~~changes~~required ~~within~~to provide the ~~earth's~~information ~~crust~~required under this item.

~~INTRUSION/INTRUSIVE:~~ITEM a7. ~~volume~~MANAGEMENT’S ~~of igneous~~DISCUSSION ~~rock~~AND ~~that~~ANALYSIS ~~was~~OF ~~injected,~~FINANCIAL ~~while~~CONDITION ~~still~~AND ~~molten,~~RESULTS ~~into~~OF ~~the earth's crust or other rocks~~OPERATION.

~~LITHOLOGY:~~This ~~The~~report ~~character~~contains offorward-looking ~~a rock described in terms of its structure, color, mineral composition, grain size and arrangement of its component parts.~~statements

~~MAFIC: Pertaining to or composed dominantly of the ferromagnesian rock~~-~~forming silicates; used to describe some igneous rocks and their constituent minerals.~~23-

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

~~MINERALIZATION:~~From time to time, Shoshone and its senior managers have made and will make forward-looking statements within the ~~concentration~~ meaning of ~~metals~~the Private Securities Litigation Reform Act of 1995. Such statements are contained in this report and ~~their~~may ~~compounds~~be contained in ~~rocks~~other documents that Shoshone files with the Securities and Exchange Commission. Such statements may also be made by Shoshone and its senior managers in oral or written presentations to analysts, investors, the media and others. Forward-looking statements can be identified by the ~~processes~~fact ~~involved~~that ~~therein~~they do not relate strictly to historical or current facts. Also, forward-looking statements can generally be identified by words such as “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “seek,” “expect,” “intend,” “plan” and similar expressions.

~~NORITE:~~Forward-looking astatements ~~course~~provide ~~grained~~our ~~igneous rock~~expectations ~~formed~~or atpredictions ~~great~~of ~~depth~~future conditions, events or results. They are not guarantees of future performance. By their nature, forward-looking statements are subject to risks and uncertainties. As such, our actual future results, performance or achievements may differ materially from the results expressed in, or implied by, our forward-looking statements.

~~ORE:~~Our ~~material~~forward-looking statements speak only as of the date they are made. We do not undertake to update forward-looking statements to reflect the impact of circumstances or events that ~~can~~arise ~~be economically~~after ~~mined~~the ~~and~~date ~~processed~~the forward-looking statements were made.

~~ORE~~Management’s ~~BODY:~~Discussion aand ~~continuous,~~Analysis ~~well-defined mass~~ of ~~material~~Financial Condition and Results of ~~sufficient~~Operations ~~ore~~should ~~content~~be toread ~~make~~in ~~extraction~~conjunction ~~economically feasible~~with the Consolidated Financial Statements and Notes presented elsewhere in this report.

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

~~PYRITE:~~Lakeview ~~the most widespread sulfide mineral.~~Property

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

24Exercise of its option also transfers to BMZ two obligations: responsibility for all maintenance on and capital improvements to the Mill, and the contractual obligation to pay a net $10 per ton toll milling charge to Shoshone for each ton of ore processed. For every year after the first ten years of the lease, BMZ agreed to make minimum toll payments to Shoshone of $250,000 per year. Upon termination of the lease, any capital improvements to the Mill become the property of Shoshone.

~~QUARTZITE:~~When aBMZ ~~sedimentary~~exercises ~~rock consisting~~its ~~mostly~~lease option, it is obligated to tender to Shoshone half of ~~silica~~the ~~sand~~aforementioned ~~grains~~11,000,000 ~~that~~shares ~~have~~of ~~been~~its ~~welded~~common ~~together~~stock. The byremaining ~~heat~~ shares are due to Shoshone one year after the execution of the lease option. The Black Mountain transaction is expected to provide additional resources and ~~compaction~~liquidity for Shoshone.

~~RECLAMATION:~~Imperial ~~the~~Mine ~~restoration of a site after exploration activity or mining is completed.~~Transaction

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

~~SEDIMENTARY ROCKS/SEDIMENTS: rocks resulting from the consolidation of loose sediments of older rock transported from its source and deposited.~~-24-

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

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

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

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

~~STRIKE:~~If the ~~course~~option oris ~~bearing~~exercised, Shoshone plans to conduct detailed surface mapping of a ~~vein~~exposed orveins, conduct a ~~layer~~geophysical survey of ~~rock~~the claims, and develop drill targets to test the downward extension of the veins.

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

~~UNPATENTED~~As ~~MINING~~shown ~~CLAIM:~~in athe ~~parcel of~~accompanying ~~property~~financial ~~located~~statements, onwe ~~federal~~typically ~~lands~~have ~~pursuant~~limited tocash ~~the~~and ~~U.S.~~limited ~~General~~revenues ~~Mining~~and ~~Law~~have ~~of 1872~~incurred ~~and~~an ~~the~~accumulated ~~requirements~~deficit of ~~the~~$4,925,754 ~~state~~from ininception ~~which~~through ~~the~~September ~~unpatented~~30, ~~claim~~2012. These ~~is located,~~factors ~~the~~raise ~~paramount~~substantial ~~title~~doubt ofabout ~~which~~our ~~remains~~ability ~~with~~to ~~the~~continue ~~federal~~as ~~government~~a going concern. Management ~~The holder~~intends ofto aseek ~~valid,~~additional ~~unpatented~~capital ~~lode~~from ~~mining~~new ~~claim~~equity issecurities ~~granted~~offerings ~~certain~~that ~~rights including~~will ~~the~~provide ~~right~~funds needed to ~~explore~~increase liquidity and ~~mine~~fully ~~such~~implement ~~claim~~its business plan.

~~VEIN:~~Historically, anwe ~~epigenetic~~have ~~mineral filling~~generally funded our operations with proceeds from the ~~fault~~sale orof ~~other~~marketable ~~fracture~~securities, inroyalty ~~tabular~~and oroption ~~sheet~~agreement ~~like~~payments, ~~form~~and from the sale of our common stock. Should we be unable to raise capital through any of these avenues, ~~often~~our ~~with associated~~business, ~~replacement~~financial position, results of ~~the~~operations ~~host~~and ~~rock~~cash flow will likely be materially adversely impacted. As such, orsubstantial doubt as to our ability to continue as a ~~mineral~~going ~~deposit~~concern remains as of ~~this~~the ~~form~~date ~~or origin~~of these financial statements.

~~ITEM~~The 1Afinancial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event we cannot continue in existence. An ~~RISK~~estimated ~~FACTORS~~minimum of $900,000 is believed necessary to continue operations and increase development through the next twelve months. Towards this end, during fiscal 2012, we raised $158,925 from the issuance of 1,305,000 shares of our common stock.

WeCurrently, ~~are~~we aanticipate ~~smaller~~raising ~~reporting company~~approximately ashalf ~~defined~~of bythe $900,000 needed through the ~~Exchange~~issuance ~~Act~~of common stock to private investors. The timing and ~~are~~amount ~~not~~of ~~required~~capital torequirements ~~provide~~will depend on a number of factors, including availability of cash and revenues generated. We also anticipate that we will receive additional proceeds from the ~~information~~ ~~required~~lease ~~under~~of ~~this~~our ~~item~~Lakeview mill.

~~ITEM~~Comparison ~~1B.~~of ~~UNRESOLVED~~fiscal ~~STAFF~~2012 ~~COMMENTS~~to fiscal 2011:

WeResults ~~are~~of ~~a smaller reporting company as defined by the Exchange Act and are not required to provide the information required under this item.~~Operations

~~ITEM~~The 2following table sets forth certain information regarding the components of our Consolidated Statements of Operations for fiscal 2012 as compared to fiscal 2011. This ~~PROPERTIES~~table is provided to assist in assessing differences in our overall performance:

~~Our interests in exploration properties are described in Item 1.~~-25-

WeTable ~~owned a 50% unencumbered interest in a commercial office building in Coeur d’Alene, Idaho. During the second quarter~~ of fiscal 2011, we exchanged this 50% interest for certain patented lode mining claims located in the Silver Valley, Idaho commonly known as the Leadville claims. Subsequently, in the fourth quarter of fiscal 2011, we sold these patented load claims for $225,000 and recorded a $50,000 gain. Contents

Our executive offices are located at 3714 W Industrial Loop, Coeur d’Alene, ID, 83815 and our telephone number is (208) 664-0620. We lease our office space under a year-to-year lease for monthly rent payments of $1,200.

					Fiscal Year Ended
					2012		2011		$ Change	% Change

Revenues				$	550,000	$	47,885	$	502,115	1,048.6%
Cost of Revenues					-		-		-	0.0%
Gross Profit					550,000		47,885		502,115	1,048.6%
	General and administrative				802,472		241,965		560,507	231.6%
	Professional fees				94,791		93,523		1,268	1.3%
	Depreciation				169,643		177,100		(7,457)	-4.2%
	Mining and exploration expenses				269,506		324,802		(55,296)	-17.0%
	Net gain on sales of load claims				-		(100,000)		(100,000)	%
		Total Operating Expenses			1,336,412		737,390		599,022	81.2%
Loss from Operations					(786,412)		(689,505)		(96,907)	14.1%
Other Income (Expense)
	Dividend and interest income				80,424		76,965		3,459	4.5%
	Gain on sales of fixed assets				-		10,915		(10,915)	%
	Interest expense				(1,361)		(503)		(858)	170.6%
	Loss on impairment of assets				(898,889)		(4,551)		(894,338)	19,651.5%

	Net gain (loss) on legal settlement				(220,000)		85,000		(305,000)	-358.8%
	Other income (expense)				5,600		86		5,514	6,411.6%
			Total Other Income (Expense)		(1,034,226)		167,912		(1,202,138)	-715.9%
Net (Loss) Income				$	(1,820,638)	$	(521,593)	$	(1,299,045)	-249.3%

25Overview of Operating Results

WeThe ~~placed~~increase ~~into~~in ~~service~~net ~~our~~loss ~~refurbished~~in ~~Lakeview~~fiscal ~~Mill~~2012 ~~on October~~from 1,fiscal ~~2008.~~2011 ~~Our~~was ~~Lakeview Mill~~primarily isdue to an ~~on-site,~~impairment ~~100~~charge ~~tons~~to mineral properties of $700,000 ~~expandable~~and severance compensation paid to ~~350~~departing ~~tons~~directors ~~per~~occasioned ~~day,~~by ~~flotation~~changes ~~mill that~~in wethe ~~currently~~Company’s ~~use~~management. Also contributing substantially to ~~produce~~the ~~concentrates~~fiscal ~~from~~2012 ~~stockpiled~~net ~~ore. This property~~loss iswas ~~owned~~a ~~without~~legal ~~encumbrance~~settlement with a former employee for $220,000 and an impairment charge to investments of $198,889.

WeFiscal ~~own~~2011was afavorably ~~mill~~impacted atby ~~our~~the ~~Rescue~~receipt ~~Mine~~of ~~which~~$85,000 wein ~~purchased~~ net proceeds from ~~Kimberly~~the ~~Gold~~settlement ~~Mines,~~of ~~Inc. We~~a ~~estimate~~lease ~~that~~dispute ~~this~~and ~~refurbished~~the ~~mill~~receipt ~~will have~~of a$100,000 ~~capacity~~from ofthe ~~120~~sale ~~tons~~of ~~per~~two ~~day~~lode claims. There ~~This~~were ~~property~~no issimilar ~~owned~~positive ~~without encumbrance.~~items in fiscal 2012.

~~ITEM~~Operating ~~3. LEGAL PROCEEDINGS~~Expenses

WeOur ~~are,~~increase in operating expenses in fiscal 2012 primarily resulted from ~~time~~our tofunding ~~time~~$489,760 ~~involved~~ in ~~various~~severance ~~legal proceedings~~compensation ~~incidental~~ to ~~the~~departing ~~conduct~~directors, three of ~~business~~whom were long-term management employees. InThe ~~the~~severance ~~opinion~~pay consisted of ~~management~~ $407,500 ~~our~~in ~~gross~~cash ~~liability,~~paid ifand ~~any~~$82,260 ~~and~~in ~~without~~stock ~~any~~issued ~~consideration~~(516,000 ~~given~~shares). It ~~to the~~should ~~availability~~be ofnoted ~~insurance~~that orby ~~other~~June ~~indemnification~~30, ~~under~~2012 ~~any~~we ~~pending litigation~~had orreduced ~~administrative~~our ~~proceedings~~head ~~would~~count ~~not~~to ~~materially~~only ~~affect~~one ~~our consolidated~~employee ~~financial~~and ~~position,~~provided ~~results~~no ofcompensation ~~operations~~to orour ~~cash~~new ~~flows.~~board of directors.

~~ITEM~~Other 4.Income ~~SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS~~(Expenses)

~~None~~Total other income (expenses) worsened from aggregate other income of $167,912 in fiscal 2011 to aggregate other expense of $1,034,226 in fiscal 2012. This unfavorable swing of $1,202,138 reflects the inclusion of three major items in fiscal 2012 that were not present in fiscal 2011: a legal settlement with a former employee for $220,000; a net loss on investments of $198,889 (principally relating to the Company’s writedown of its $200,000 investment in Desert Hawk Corporation); and an impairment charge of $700,000 to certain mineral properties.

~~EXECUTIVE~~During ~~OFFICERS~~fiscal OF2011, ~~THE REGISTRANT~~we had $100,000 in net gain from the sales of our Leadville and Montgomery lode claims and also received $85,000 in connection with the settlement of a lease. There were no comparable favorable transactions in fiscal 2012.

~~The~~Overview ~~following~~of ~~table~~Financial ~~sets forth information concerning our directors and executive officers.~~Position

NAME	AGE	POSITION
Lex Smith	59	President and Director
Carol Stephan	70	Secretary and Chairman of the Board
Melanie Farrand	56	Treasurer and Director
Don Rolfe	74	Vice President and Director
Edward Lehman	54	Director

-26-

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

~~Lex~~At ~~Smith~~September ~~holds~~30, a2012, BAwe ~~in political~~had ~~science~~cash ~~from~~of ~~Drake University~~$271,564, antotal ~~associate~~liabilities ~~degree~~of in$249,741 ~~business systems management~~ and anworking ~~associate~~capital ~~degree~~of ~~in paralegal studies. Additionally~~$67, ~~for~~823. These ~~the~~amounts ~~last~~represent ~~13 years, he has been~~ a ~~business~~deterioration ~~consultant~~from ~~and~~corresponding ~~project~~balances ~~manager~~at ~~in the~~September ~~United States for the Lehman~~30, ~~Lee~~2011 &when Xuwe ~~Law~~had ~~Firm~~cash inof ~~Beijing~~$942, ~~China~~428, ~~and~~total ~~has~~liabilities ~~served~~of as$58,575 aand ~~consultant~~working tocapital ~~the~~of ~~Firm’s Mining Law Department for the past 2 years~~$934,410. ~~Mr. Smith~~ ~~entered~~Two ~~the~~principal ~~mining~~items ~~business~~contributed into ~~1993 as~~ the ~~field~~year-to-year ~~manager~~change ~~and~~were ~~owner of multiple mining claims in Montana and has subsequently been closely involved with several mining companies and mining projects in~~ the ~~Pacific~~severance ~~Northwest. Further,~~compensation ~~Mr.~~paid ~~Smith~~to ~~has~~former ~~served~~director/employees ~~as the President~~ of ~~the Silver Valley Mining Association since 2003~~$489,760 and ~~currently~~the ~~also~~legal ~~serves~~settlement ~~as President~~ of ~~Natural Resources Education Outreach~~$220,000 anwith ~~Idaho~~a ~~non-profit~~former ~~corporation~~employee.

~~Carol~~During ~~Stephan~~fiscal ~~has~~2012, ~~over~~we 30raised ~~years~~$158,925 ~~of experience~~ in proceeds from the ~~mining~~issuance ~~and~~of ~~timber~~1,305,000 ~~industries~~shares of our common stock. ~~She~~ This ~~currently~~was ~~serves~~an asunfavorable ~~a Director~~change ~~and~~from ~~Secretary~~fiscal of2011, ~~Shoshone~~during which we raised $1,159,500 asin ~~well~~net asproceeds ~~Secretary~~from ~~and~~the ~~Treasurer~~issuance of ~~several~~ ~~small~~7,816,667 ~~mining~~shares ~~companies~~of our common stock. In Also, ~~addition~~during fiscal 2011, ~~Ms.~~we ~~Stephan~~received ~~currently~~$275,000 ~~owns~~from ~~and operates~~the ~~several~~sale ~~successful~~of ~~businesses~~two lode claims and received $85,000 in ~~Idaho~~lease income as a settlement from a mining company that had filed for relief under Chapter 11 of the United States Bankruptcy Code.

26Property, Plant and Equipment

~~Melanie~~At ~~Farrand~~September ~~has~~30, ~~been~~2012, ~~working~~property, ~~in the~~plant ~~mining~~and ~~industry~~equipment ~~for~~before ~~the~~accumulated ~~past~~depreciation ~~six~~totaled ~~years~~$3,255,560, as an ~~administrative~~increase ~~secretary~~of ~~and bookkeeper. She~~$1,092 ~~also~~from ~~serves~~$3,255,558 onat ~~the~~September ~~Board~~30, ~~of Directors of several mining companies~~2011. ~~Previously~~ While ~~she~~there ~~was~~were ~~the~~no ~~office~~property ~~manager~~dispositions ~~for~~in afiscal ~~Land~~2012, ~~Surveying~~the ~~company for~~Company ~~ten~~did ~~years,~~dispose ~~responsible~~in ~~for~~fiscal ~~payroll,~~2011 ~~bookkeeping~~of ~~and~~certain ~~research. Ms.~~obsolete ~~Farrand is~~assets ~~currently~~with ~~serving~~a ashistorical acost ~~Director~~$40,693 and ~~Officer~~accumulated depreciation of ~~Shoshone Silver Mining Company~~$37,855.

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

~~Edward Lehman~~On isSeptember ~~the~~30, ~~Managing Director of Lehman~~2012, ~~Lee~~we &had Xua ~~Law~~long-term ~~Firm~~note ~~(www.lehmanlaw.com)~~receivable, ~~one~~net of ~~the top 3 commercial law firms in China~~discount, ~~with offices throughout mainland China and branches in Hong Kong, Macau, and Mongolia. Based in Beijing, Mr. Lehman specializes in the legal aspects~~ of ~~doing business in China. He advises foreign companies on joint ventures~~$1, ~~wholly owned subsidiaries and holding companies~~695,248 ~~technology, licensing,~~compared ~~engineering~~with ~~and construction projects~~$1, ~~and the financing of such projects~~614,841 asat ~~well~~September ~~as the protection of intellectual property rights in transactions and projects in China~~30, ~~and on mining law~~2011. The ~~Among~~increase ~~other~~related ~~degrees~~entirely ~~and certificates, Mr. Lehman holds a Juris Doctor degree from Loyola University of Chicago. Mr. Lehman was admitted~~ to the ~~Illinois~~amortization ~~bar in 1986, and has been admitted to the Illinois Supreme Court; U.S. Court~~ of ~~International Trade; U.S. Court of Appeals for~~ the ~~Armed~~discount ~~Forces;~~into ~~U.S.~~interest ~~Tax Court; U~~income.~~S. Supreme Court, U.S. District Court, and U.S. Court of Appeals.~~

~~PART~~See IINote 7 to our consolidated financial statements.

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

Our ~~shares~~investment ~~are~~portfolio ~~traded~~at onSeptember ~~the~~30, ~~OTCQB under~~2012, was $20,710, an increase of $2,041 from the ~~trading~~September ~~symbol~~30, ~~SHSH~~2011 balance of $18,669.~~OB. Summary~~ This ~~trading~~increase bywas ~~quarter~~primarily ~~for~~due ~~fiscal~~to ~~2011 and~~an ~~2010~~increase ~~are~~in asthe ~~follows:~~market value of our investment holdings.

Fiscal Quarter	High (a)	Low (a)
2011
Fourth Quarter	$ 0.20	$ 0.11
Third Quarter	$ 0.16	$ 0.10
Second Quarter	$ 0.20	$ 0.13
First Quarter	$ 0.32	$ 0.13
2010
Fourth Quarter	$ 0.15	$ 0.08
Third Quarter	$ 0.18	$ 0.11
Second Quarter	$ 0.20	$ 0.13
First Quarter	$ 0.24	$ 0.13

See Note 8 to our consolidated financial statements.

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

AsOur accounts payable were $21,789 at September 30, 2012, a decrease of $31,366 from the September 30, 2011, webalance ~~had approximately~~of 1$53,~~635~~155. The ~~holders~~balance at the end of ~~record~~fiscal 2011consisted principally of ~~our~~unpaid ~~common~~liabilities ~~stock~~relating to property and exploration.

~~The~~At ~~Company~~September ~~has~~30, ~~not~~2012, ~~paid~~our ~~any dividends~~accrued ~~since~~expenses ~~our~~were ~~inception~~$102,952, ~~and~~an doincrease ~~not~~of ~~anticipate~~$97,532 ~~paying~~from ~~any~~the ~~dividends~~balance onat ~~its common~~September ~~stock~~30, in2011. The ~~the~~increase ~~foreseeable~~was ~~future.~~attributable ~~There~~to ~~are~~the noinclusion ~~restrictions~~of ~~which preclude~~a ~~the~~$95,000 legal payment ofdue ~~dividends~~to a former employee.

~~The~~At ~~Company~~September ~~has~~30, no2012, ~~equity compensation~~there ~~plan~~was ora ~~plans~~promissory note payable of $125,000 to the same former employee as a result of a legal settlement. No similar obligation existed at September 30, 2011. See Note 13.

27Stockholders’ Equity

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

During ~~the~~fiscal ~~three-month period ended September 30~~2012, ~~2011,~~ we ~~sold~~issued 71,~~556~~305,~~667~~000 shares of our common stock ~~at a price per share of $0.15 to 12 accredited investors~~ for ~~gross~~net cash proceeds of $1158,~~133,500~~925. ~~For~~ We ~~every~~also ~~share~~issued ~~purchased~~829,000 ~~each~~shares ~~investor received~~for ~~one~~services ~~warrant~~valued ~~to purchase one share of common stock. The warrants are exercisable~~ at $0125,250.25 At ~~per share~~September ~~and~~30, ~~expire~~2012, onwe ~~August~~had 1666,667 ~~2013. This~~common ~~sale~~stock ~~was~~shares ~~made under~~issuable ~~the~~for ~~exemption~~mining ~~from~~claims ~~registration provided by Regulation D, Rule 506~~received.

~~Purchases of Equity Securities by the Issuer~~-27-

OnTable ~~July 7, 2011, we repurchased 70,000 shares~~ of our common stock for $9,396, or an average price of $0.13 per share. This repurchase was not part of a publicly announced plan or program and the shares were repurchased on the open market. We currently do not have any plans to repurchase additional shares of our common stock.Contents

~~ITEM~~See 6.Note ~~SELECTED~~9 ~~FINANCIAL~~to ~~DATA~~our consolidated financial statements.

WeLiquidity ~~are a smaller reporting company as defined by the Exchange Act~~ and ~~are~~Capital ~~not required to provide the information required under this item.~~Resources

~~ITEM~~Operating ~~7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~Activities

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

~~From~~Investing time to time, Shoshone and its senior managers have made and will make forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are contained in this report and may be contained in other documents that Shoshone files with the Securities and Exchange Commission. Such statements may also be made by Shoshone and its senior managers in oral or written presentations to analysts, investors, the media and others. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. Also, forward-looking statements can generally be identified by words such as “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “seek,” “expect,” “intend,” “plan” and similar expressions.Activities

~~Forward-looking~~During ~~statements~~fiscal ~~provide~~2012, our ~~expectations~~investing ~~or predictions~~activities ofused ~~future conditions~~$316,972 ~~events~~while orour ~~results. They~~investing ~~are~~activities ~~not guarantees~~provided of$422,315 ~~future~~in ~~performance~~fiscal 2011. By Most ~~their~~of ~~nature,~~our ~~forward-looking statements~~investment ~~are~~usage ~~subject~~in to2012 ~~risks~~was ~~and~~attributable ~~uncertainties. As~~to ~~such~~$200,000 ~~our~~of ~~actual future~~investment ~~results,~~in ~~performance~~Desert orHawk ~~achievements~~Corporation ~~may~~and ~~differ~~a ~~materially~~cash ~~from~~purchase of the ~~results~~ ~~expressed~~Silver ~~in,~~Strand orproperty ~~implied~~for by$121,000 ~~our~~in ~~forward-looking statements~~cash.

~~Our~~During ~~forward-looking~~fiscal ~~statements~~2011, ~~speak~~we ~~only~~received as$163,282 offrom the ~~date~~ ~~they~~sale ~~are~~of ~~made. We~~investments doand ~~not~~$275,000 ~~undertake~~in tonet ~~update~~proceeds ~~forward-looking statements~~from ~~to reflect~~ the ~~impact~~sales of ~~circumstances~~lode orclaims. There ~~events~~were ~~that~~no ~~arise~~comparable ~~after the~~favorable ~~date~~transactions ~~the~~during ~~forward-looking~~fiscal ~~statements were made~~2012.

~~Management’s~~Financing ~~Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Consolidated Financial Statements and Notes presented elsewhere in this report.~~ Activities

28During fiscal 2012, our financing activities provided $283,925, of which $158,925 was received from the issuance of common stock and the remaining $125,000 was attributable to a short-term note payable occasioned by a legal settlement. During fiscal 2011, our financing activities provided $1,151,519, which was principally attributable to net proceeds of $1,159,500 received from the issuance of common stock.

~~Plan~~Off-Balance ofSheet ~~Operation~~ Arrangements

~~Lakeview~~The ~~Property~~Company is not currently a party to any off-balance sheet arrangements as they are defined in the regulations promulgated by the Securities and Exchange Commission.

~~During 2010,~~ITEM ~~we entered into an agreement to sell silver concentrate produced at our Lakeview property to a smelter for refining~~7A. ~~During~~ QUANTITATIVE ~~the~~AND ~~prior~~QUALITATIVE ~~fiscal~~DISCLOSURES ~~year,~~ABOUT ~~our test~~MARKET ~~runs generated revenues of $20,111 from the sale of concentrate to the smelter and generated $47,885 during fiscal 2011~~RISK. ~~Our long-term goal is to mine and mill silver at our Lakeview property.~~

~~Rescue~~We ~~Mine~~are ~~Property~~a smaller reporting company as defined by the Exchange Act and are not required to provide the information required under this item.

~~Our~~ITEM ~~first priority has been the upgrading and renovating the mill at the Rescue Mine Property~~8. ~~Once~~ FINANCIAL ~~this~~STATEMENTS ~~work~~AND isSUPPLEMENTARY ~~completed, test runs on stockpiled ore will be conducted~~DATA.

2011 Work Season - Mine development required some ground support, general clean up, the installation of a refuge station and the addition of air and water lines. A new decline portal has been planned to access the Rescue vein 1,000 feet east of the mill. Road work, site preparation and collaring off for the new decline portal was accomplished. This new decline portal will provide access to un-mined portions of the Rescue vein and, when completed, will serve as the secondary escape-way from the mine as well as the exhaust ventilation.

		Index

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		28

	Consolidated Balance Sheets as of September 30, 2012 and 2011	29
	Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended September 30, 2012 and 2011 and for the period from January 1, 2000 (beginning of exploration stage) to September 30, 2012	30
	Consolidated Statements of Changes in Stockholders’ Equity	31
	Consolidated Statements of Cash Flows for the years ended September 30, 2012 and 2011 and for the period from January 1, 2000 (beginning of exploration stage) to September 30, 2012	32

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS		33

Electrical work, which included installation of electrical panels, lights and power outlets, was completed in the large staging building, which was erected next to the mill portal last summer to service operations in the Rescue Mine. The new building is fully MSHA compliant. Additionally, a diesel generator was installed to provide power to the mine as part of our ongoing preparations to bring the Rescue Mine and mill back into full operation.-28-

~~Please~~Index ~~refer~~ to ~~our discussion regarding our ability to continue as a going concern below for further details.~~Financials

~~Going Concern~~-29-

AsIndex shown in the accompanying financial statements, we typically have limited cash and limited revenues and have incurred an accumulated deficit of $3,105,117 from inception through September 30, 2011. These factors raise substantial doubt about our ability to continue as a going concern. Management intends to seek additional capital from new equity securities offerings that will provide funds needed to increase liquidity and fully implement its business plan. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event we cannot continue in existence.Financials

~~Historically,~~SHOSHONE weSILVER/GOLD ~~have~~MINING generally funded our operations with proceeds from the sale of marketable securities, royalty and option agreement payments, and from the sale of our common stock. Should we be unable to raise capital through any of these avenues, our business, financial position, results of operations and cash flow will likely be materially adversely impacted. As such, substantial doubt as to our ability to continue as a going concern remains as of the date of these financial statements. COMPANY

~~The~~(an ~~financial~~Exploration ~~statements~~Stage do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event we cannot continue in existence. An estimated $2,000,000 is believed necessary to continue operations and increase development through the next twelve months. Towards this end, during fiscal 2011, we raised $1,159,500 from the issuance of 7,816,667 shares of our common stock. Company)

~~Currently,~~CONSOLIDATED weBALANCE anticipate raising the majority of the remaining $1,000,000 through the issuance of common stock to private investors. The timing and amount of capital requirements will depend on a number of factors, including demand for products and services, capital expenditures and revenues generated. SHEETS

Comparison of fiscal 2011to fiscal 2010:

					September 30,		September 30,
					2012		2011

ASSETS
	CURRENT ASSETS
		Cash and cash equivalents		$	271,564	$	942,428
		Deposits and prepaids			46,000		48,780
		Supplies inventory			-		1,777
			Total Current Assets		317,564		992,985

	PROPERTY, PLANT AND EQUIPMENT
		Property, plant and equipment			3,256,650		3,255,558
		Accumulated depreciation			(1,844,749)		(1,675,106)
			Total Property Plant and Equipment		1,411,901		1,580,452

	MINERAL AND MINING PROPERTIES				1,694,036		2,206,369

	OTHER ASSETS
		Notes receivable (net of discount)			1,695,248		1,614,841
		Investments			20,710		18,669
			Total Other Assets		1,715,958		1,633,510

			TOTAL ASSETS	$	5,139,459	$	6,413,316


LIABILITIES AND STOCKHOLDERS' EQUITY
	CURRENT LIABILITIES
		Accounts payable		$	21,789	$	53,155
		Accrued expenses			102,952		5,420
		Notes payable			125,000		-
			Total Current Liabilities		249,741		58,575

	COMMITMENTS AND CONTINGENCIES				-		-

	STOCKHOLDERS’ EQUITY
		Common stock, 200,000,000 shares authorized, $0.10 par value;
		53,221,704 and 51,087,704 shares issued and outstanding			5,322,170		5,108,770
		Common stock issuable			66,667		-
		Additional paid-in capital			4,625,738		4,554,963
		Treasury stock			(206,894)		(206,894)
		Accumulated deficit in exploration stage			(3,258,273)		(1,437,635)
		Accumulated deficit prior to exploration stage			(1,667,482)		(1,667,482)
		Accumulated other comprehensive income			7,792		3,019
			Total Stockholders’ Equity		4,889,718		6,354,741

			TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	5,139,459	$	6,413,316

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

The following table sets forth certain information regarding the components of our Consolidated Statements of Operations for fiscal 2011 as compared to fiscal 2010. This table is provided to assist in assessing differences in our overall performance:-30-

29Index to Financials

		Fiscal Year Ended
		2011		2010		$Change	% Change
Revenues	$	47,885	$	20,111	$	27,774	138.1%
Cost of Revenues		-		-		-	0.0%
Gross Profit		47,885		20,111		27,774	138.1%
General and administrative		241,965		536,656		(294,691)	-54.9%
Professional fees		93,523		123,445		(29,922)	-24.2%
Depreciation		177,100		178,804		(1,704)	-1.0%
Mining and exploration expenses		324,802		542,724		(217,922)	-40.2%
Net gain on sales of load claims		(100,000)		(175,000)		75,000	-42.9%
Total Operating Expenses		737,390		1,206,629		(469,239)	-38.9%
Loss from Operations		(689,505)		(1,186,518)		497,013	-41.9%
Other Income (Expense)
Dividend and interest income		76,965		73,467		3,498	4.8%
Gain on sales of fixed assets		10,915		5,000		5,915	118.3%
Interest expense		(503)		(4,242)		3,739	-88.1%
Net (loss) gain on sale of securities		(4,551)		1,036		(5,587)	-539.3%
Net gain on settlement of lease dispute		85,000		-		85,000	100.0%
Other income (expense)		86		142		(56)	-39.4%
Other-than-temporary impairment of investments		-		(47,800)		47,800	-100.0%
Bad debt recovery		-		47,008		(47,008)	-100.0%
Cancellation of debt income		-		69,418		(69,418)	-100.0%
Total Other Income (Expense)		167,912		144,029		23,883	16.6%
Net (Loss) Income		$(521,593)		$(1,042,489)		$520,896	-50.0%

SHOSHONE SILVER/GOLD MINING COMPANY

~~Overview~~(an ~~of Operating~~Exploration ~~Results~~Stage Company)

~~The~~CONSOLIDATED ~~decrease~~STATEMENTS inOF ~~net~~OPERATIONS ~~loss~~AND inCOMPREHENSIVE ~~fiscal~~INCOME 2011 from fiscal 2010 was primarily due to decreases in virtually all administrative expenses, but primarily payroll expenses and director fees. Also contributing to the decrease in net loss in fiscal 2011 was a significant reduction in mining and exploration expenses as well as the receipt of $85,000 in net proceeds from the settlement of a lease dispute. (LOSS)

Partially offsetting these positive impacts was the recognition in fiscal 2010 of $69,418 in cancellation of debt income versus none in fiscal 2011 as well as the fiscal 2010 receipt of a previously written off receivable totaling $47,008. Additionally, we realized $175,000 from the sale of one lode claim in fiscal 2010 compared with $100,000 from the sale of two lode claims in fiscal 2011.

								Period from
								January 1, 2000
								(beginning of
				Fiscal Year Ended				exploration stage)
				September 30,				to September 30,
				2012		2011		2012
REVENUES
	Lease and Option Income		$	550,000	$	-	$	994,044
	Mineral and Natural Resource			-		47,885		209,585
		Total Revenues		550,000		47,885		1,203,629

COST OF REVENUES				-		-		228,828

GROSS PROFIT (DEFICIT)				550,000		47,885		974,801

OPERATING EXPENSES
	General and administrative			802,472		241,965		2,255,555
	Professional fees			94,791		93,523		1,370,624
	Depreciation			169,643		177,100		989,586
	Mining and exploration expenses			269,506		324,802		4,830,040
	Net gain on sales of load claims			0		(100,000)		(468,907)
		Total Operating Expenses		1,336,412		737,390		8,976,898

LOSS FROM OPERATIONS				(786,412)		(689,505)		(8,002,097)

OTHER INCOME (EXPENSES)
	Bad debt recovery			-		-		47,008
	Cancellation of debt income			-		-		69,418
	Dividend and interest income			80,424		76,965		437,178
	Gain on sales of fixed assets			-		10,915		28,115
	Gain on sale of Mexican mining concession			-		-		4,363,353
	Gain on settlement of note receivable			-		-		64,206
	Interest expense			(1,361)		(503)		(13,412)
	Loss on abandonment of asset			-		-		(20,000)
	Net (loss) gain on sale of investments			(198,889)		(4,551)		930,029
	Net gain on settlement of lease dispute			-		85,000		85,000
	Settlement with former employee			(220,000)		-		(220,000)
	Other income (expense)			5,600		86		203,035
	Other than temporary impairment of properties and investments			(700,000)		-		(849,279)
	Unrealized holding loss on marketable securities			-		-		(380,827)
		Total Other Income (Expenses)		(1,034,226)		167,912		4,743,824

LOSS BEFORE INCOME TAXES				(1,820,638)		(521,593)		(3,258,273)

INCOME TAXES				-		-		124,826
DEFERRED TAX GAIN				-		-		(124,826)

NET LOSS				(1,820,638)		(521,593)		(3,258,273)

OTHER COMPREHENSIVE INCOME (LOSS)
	Net annual changes in accumulated other comprehensive income (loss)			4,773		54,072		7,792

NET COMPREHENSIVE LOSS			$	(1,815,865)	$	(467,521)	$	(3,250,481)
NET LOSS PER COMMON SHARE, BASIC			$	(0.03)	$	(0.01)
NET LOSS PER COMMON SHARE, DILUTED			$	(0.03)	$	(0.01)
WEIGHTED AVERAGE NUMBER OF
	COMMON STOCK SHARES OUTSTANDING, BASIC			53,029,764		43,392,440
WEIGHTED AVERAGE NUMBER OF
	COMMON STOCK SHARES OUTSTANDING, DILUTED			53,029,764		43,392,440

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

In general, our operating expenses continued to decrease in fiscal 2011 as we reduced expenditures to align our operations with our sources of capital. This action was similar to that which we undertook in fiscal 2010. In fiscal 2011 we temporarily ceased operations at our Lakeview property, just as we did in fiscal 2010, and we temporarily furloughed all employees from February 2011 through June 2011 which was several months longer than in 2010. In June 2011, we resumed limited operations at our Lakeview property and re-~~hired two individuals. Going forward we expect our administrative expenses to remain near fiscal 2011 levels.~~ 31-

~~Our~~Index ~~general and administrative expenses decreased by $294,691 in fiscal 2011 from last year. This decrease was primarily the result of the fiscal 2010 issuance of 1,250,000 shares of common stock~~ to four directors in exchange for services valued at $200,000. In fiscal 2011, we issued 176,000 share of common stock to five directors in exchange for services valued at $35,200. Our exploration expenses decreased by $217,922 in fiscal 2011 from last year which was primarily due to drilling expenses at our Lakeview property totaling $234,014 in fiscal 2010 compared with $65,000 in fiscal 2011.Financials

30SHOSHONE SILVER/GOLD MINING COMPANY

~~Partially~~(an ~~offsetting~~Exploration ~~these~~Stage positive impacts was a decrease of $75,000 in net gain from the sales of lode claims. In fiscal 2010, we recorded a gain of $175,000 from the sale of our North Osburn claims located in the Silver Valley. In fiscal 2011, we recorded a gain of $100,000 from the sale of our Leadville and Montgomery claims located in the Silver Valley and in Boundary County, respectively. See “Note 13. Sales of Lode Claims” to our consolidated financial statements for further details.Company)

~~Other~~CONSOLIDATED ~~Income (Expenses)~~STATEMENT OF STOCKHOLDERS’ EQUITY

Total other income (expenses) improved from a net income of $144,029 in fiscal 2010 to a net income of $167,912 in fiscal 2011. This improvement was primarily due to the fiscal 2011 receipt of $85,000 in net proceeds from the settlement of a lease dispute and, to a lesser extent, an impairment charge of $47,008 recorded in fiscal 2010 compared with none in fiscal 2011. Partially offsetting these positive impacts was the recognition in fiscal 2010 of $69,418 in cancellation of debt income versus none in fiscal 2011 as well as the fiscal 2010 receipt of a previously written off receivable totaling $47,008.

					Common Stock									Accumulated
		Common Stock			Issuable			Additional						Other		Total
		Number of			Number of			Paid-in		Treasury		Accumulated		Comprehensive		Stockholders’
		Shares		Amount	Shares	Amount		Capital		Stock		Deficit		Income		Equity
Balance December 31, 1999 as originally stated		9,030,660	$	903,066			$	1,597,425	$	(65,733)		21,834	$	-	$	2,456,592

Net adjustments for the following:
	Overstated mining property investments	-		-				-		-		(905,981)		-		(905,981)
	Understated property, net of depreciation	-		-				990,000		-		(345,465)		-		644,535
	Repaid loan incorrectly written off to expenses	-		-				-		-		50,000		-		50,000
	Treasury stock, not properly recognized	533,669		53,367				-		-		(53,367)		-		-
	Stock issuances not recorded	410,000		41,000				48,500		-		(89,500)		-		-
	Stock options and payables for unrecorded attorney fees	-		-				-		-		(22,221)		-		(10,000)
	Cost of mining properties expensed	-		-				-				(491,282)				(491,282)
	Note receivable not recorded, net of accrued interest	-		-				-		-		168,500		-		168,500
Balance December 31, 1999, as restated		9,974,329	$	997,433			$	2,635,925	$	(65,733)	$	(1,667,482)	$	-	$	1,912,364

Issuance of stock for services at a price of $0.20 per share		5,000		500				500		-		-		-		1,000
Net loss for year ending December 31, 2000		-		-				-		-		(212,048)		-		(212,048)
Balance, December 31, 2000, as restated		9,979,329	$	997,933			$	2,636,425	$	(65,733)	$	(1,879,530)	$	-	$	1,701,316

Net loss for year ending December 31, 2001		-		-				-		-		(228,159)		-		(228,159)
Balance, December 31, 2001		9,979,329	$	997,933			$	2,636,425	$	(65,733)		(2,107,689)	$	-	$	1,473,157

Treasury stock issued for services at a price of $0.10 per share		-		-				(1,080)		11,880				-		10,800
Treasury stock issued for services at a price of $0.10 per share		-		-				(195)		495				-		300
Issuance of stock for services at a price of $0.03 per share		800,000		80,000				(53,066)		-				-		26,934
Issuance of stock for legal fees at a price of$0.10 per share		100,000		10,000				-		-				-		10,000
Net loss for year ending December 31, 2002		-		-				-		-		(641,951)		-		(641,951)
Balance, December 31, 2002		10,879,329	$	1,087,933			$	2,582,084	$	(53,358)		(2,749,640)	$	-	$	879,240

Stock issued for cash at $0.03 per share		2,902,778		290,278				(204,278)		-				-		86,000
Issuance of stock for services at a price of $0.10 per share		620,833		62,083				-		-				-		62,083
Issuance of stock for mining properties at a price of $0.15 per share		510,000		51,000				25,500		-				-		76,500
Stock issued for cash at $0.10 per share		119,000		11,900				-		-				-		11,900
Unrealized holding gain in investments		-		-				-		-				1,328,462		1,328,462
Net loss for year ending December 31, 2003		-		-				-		-		(99,292)		-		(99,292)
Balance, December 31, 2003		15,031,940	$	1,503,194			$	2,403,306	$	(53,358)		(2,848,932)	$	1,328,462	$	2,344,893

Stock issued for cash and warrants at $0.35 per share, net of costs of $64,465		1,861,857		186,186				400,999		-				-		587,185
Issuance of stock for services at an average price of $0.14 per share		25,000		2,500				1,000		-				-		3,500
Issuance of stock for services at price of $0.35 per share		25,000		2,500				6,250		-				-		8,750
Issuance of stock for mining property lease at a price of $0.35 per share		350,000		35,000				87,500		-				-		122,500
Issuance of stock for mining properties at a price of $0.35 per share		100,000		10,000				25,000		-				-		35,000
Treasury stock issued for mining properties at a price of $0.35 per share		-		-				24,000		11,000				-		35,000
Treasury stock issued for subscriptions receivable at a price of $0.35 per share		-		-				9,101		11,124				-		-
Treasury stock issued for services at a price of $0.35 per share
Unrealized holding loss in investments		-		-				-		-				(594,605)		(594,605)
Net loss for year ending December 31, 2004		-		-				-		-		(567,085)		-		(567,085)
Balance, December 31, 2004		17,393,797	$	1,739,380			$	2,966,756	$	(26,834)	$	(3,416,017)	$	733,857	$	1,989,138

Issuance of stock for accounts payable at a price $0.35 per share		650,000		65,000				162,500		-		-		-		227,500
Issuance of stock for mining property expenses at a price $0.20 per share		100,000		10,000				10,000		-		-		-		20,000
Treasury stock issued for services at a price of $0.20 per share		-		-				4,950		6,050		-		-		11,000
Treasury stock issued for cash and services at price of $0.10 per share		-		-				(1,900)		20,900		-		-		19,000
Treasury stock acquired by sale of investments		-		-				-		(296,296)		-		-		(296,296)
Receipt of subscription receivable		-		-				-		-		-		-		1,381
Unrealized holding loss in investments		-		-				-		-		-		(601,560)		(601,560)
Net loss for year ending December 31, 2005		-		-				-		-		(84,681)		-		(84,681)
Balance, December 31, 2005		18,143,797	$	1,814,380			$	3,142,306	$	(296,180)	$	(3,500,698)	$	132,297	$	1,285,482

Issuance of stock for exploration expenses at a price $0.24 per share		100,000		10,000				14,000		-		-		-		24,000
Treasury stock issued for services at an average price of $0.25 per share		-		-				(5,164)		25,484		-		-		20,320
Unrealized holding gain on investments		-		-				-		-		-		470,528		470,528
Net income for year ending December 31, 2006		-		-				-		-		367,135		-		367,135
Balance, December 31, 2006		18,243,797	$	1,824,380			$	3,151,143	$	(270,696)		(3,133,563)	$	602,825	$	2,167,465

Expiration of stock options		-		-				12,221		-		-		-		-
Stock issued for cash at $0.18 per share, net of costs of $18,000		1,000,000		100,000				62,000		-		-		-		162,000
Stock issued for cash at $0.20 per share		200,000		20,000				20,000		-		-		-		40,000
Stock issued for cash at $0.20 per share		250,000		25,000				25,000		-		-		-		50,000
Issuance of stock for exploration expenses at a price of $0.27 per share		100,000		10,000				17,000		-		-		-		27,000
Issuance of stock in exchange for services		6,000		600				1,320		-		-		-		1,920
Adjustments to common stock and treasury stock to adjust to actual. See Note 2.		47,382		4,739				16,388		(21,127)		-		-		-
Receipt of subscription receivable		-		-				-		-		-		-		18,844
Issuance of treasury stock for expenses incurred in the prior year		-		-				3,190		3,190		-		-		6,380

~~During~~The ~~fiscal~~accompanying ~~2011,~~notes weare ~~received~~an ~~$85,000~~integral inpart ~~connection with the settlement~~ of athese ~~lease.~~consolidated ~~During~~financial ~~the first quarter of fiscal 2011, we were awarded a total of $100,000 as settlement of a claim we had filed in the Chapter 11 bankruptcy proceeds of an unrelated company~~statements. ~~We subsequently assigned the rights to this settlement to an investment firm for net proceeds of $85,000.~~

~~At September 30, 2010, we determined that certain of our available~~-~~for~~32-sale securities had experienced an impairment that was other-than-temporary. Key factors used in determining whether or not the impairment was other-than-temporary included the length of time and the extent to which the market value of the securities had been below their cost. In connection with this determination, we recognized an impairment charge of $47,800. During fiscal 2011, we determined that our investments had not suffered further impairment.

~~During~~Index ~~fiscal 2010, we determined that the balance of $69,418 remaining in the accounts payable we assumed with the acquisition of Kimberly Gold Mines, Inc. was not going~~ to be settled. Accordingly, we made an entry to remove the accounts payable and to record cancellation of debt income of $69,418. Additionally, during fiscal 2010, we received a payment of $47,008 on a receivable we had previously written off. This payment was presented as a component of our fiscal 2010 other income (expense).Financials

~~Overview~~SHOSHONE ~~of Financial~~SILVER/GOLD ~~Position~~MINING COMPANY

At(an ~~September~~Exploration ~~30,~~Stage 2011, we had cash of $942,428, total liabilities of $53,155 and working capital of $934,410. During fiscal 2011, we raised $1,159,500 in net proceeds from the issuance of 7,816,667 shares of our common stock. Also, during fiscal 2011, we received $275,000 from the sale of two lode claims and we received $85,000 in lease income as a settlement from a mining company that had filed for relief under Chapter 11 of the United States Bankruptcy Code. These proceeds were used primarily to continue limited activities at our Lakeview property, to continue refining our milling process at that same location and to continue refurbishing our newly acquired mill building at our Rescue mine. Company)

~~Property,~~CONSOLIDATED ~~Plant~~STATEMENT ~~and~~OF ~~Equipment~~STOCKHOLDERS’ EQUITY (continued)

At September 30, 2011, property, plant and equipment before accumulated depreciation totaled $3,255,558, a decrease of $203,885, from $3,459,443 at September 30, 2010. This decrease was primarily related to the exchange of our 50% unencumbered interest in a commercial building in Coeur d’Alene, Idaho for certain patented lode mining claims. This non-monetary exchange was valued at $175,000. Also contributing to this decrease, although to a lesser extent, was our disposal of certain obsolete assets with a historical cost of $40,693 and accumulated depreciation of $37,855.

				Common Stock										Accumulated
	Common Stock			Issuable				Additional						Other		Total
	Number of			Number of				Paid-in		Treasury		Accumulated		Comprehensive		Stockholders’
	Shares		Amount	Shares		Amount		Capital		Stock		Deficit		Income		Equity
Unrealized holding gain on investments	-		-					-		-		-		(419,483)		(419,483)
Net loss for the year ending December 31, 2007	-		-					-		-		(272,854)		-		(272,854)
Balance, December 31, 2007	19,847,179	$	1,984,719				$	3,308,262	$	(288,633)		(3,406,417)	$	183,342	$	1,781,272

Issuance of stock in exchange for services	12,000		1,200					1,200		-		-		-		2,400
Stock issued for cash at $0.20 per share, net of costs of $10,000	350,000		35,000					25,000		-		-		-		60,000
Stock issued for cash at $0.20 per share, net of costs of $4,016	450,000		45,000					40,984		-		-		-		85,984
Stock issued for cash at $0.20 per share	250,000		25,000					25,000		-				-		50,000
Issuance of stock for exploration expenses at a price of $0.22 per share	100,000		10,000					12,000		-		-		-		22,000
Stock issued in exchange for heavy equipment	454,000		45,400					49,940		-		-		-		95,340
Stock issued for cash at $0.20 per share	250,000		25,000					25,000		-		-		-		50,000
Stock issued for cash at $0.20 per share	250,000		25,000					25,000		-		-		-		50,000
Stock issued in settlement of an agreement with the Company's former CEO	100,000		10,000					10,000		-		-		-		20,000
Acquisition of 50,000 shares of treasury stock at $0.12 per share	-		-					-		(6,100)		-		-		(6,100)
Acquisition of 126,000 shares of treasury stock at $0.12 per share	-		-					-		(15,120)		-		-		(15,120)
Unrealized holding loss on investments	-		-					-		-		-		(200,114)		(200,114)
Net income for nine-month period ended September 30, 2008	-		-					-		-		3,645,358		-		3,645,358
	22,063,179		2,206,319					3,522,386		(309,853)		238,941		(16,772)		5,641,021

Common stock issued at $0.10 per share in exchange for services	10,000		1,000					-		-		-		-		1,000
Common stock Issued at $0.11 per share in exchange for services	50,000		5,000					500		-		-		-		5,500
50,000 shares of treasury stock issued at $0.11 per share in exchange for Equipment	-		-					2,000		5,500		-		-		7,500
Common stock issued at $0.15 per share to acquire 100% of the common stock of Kimberly Gold Mines, Inc	12,145,306		1,214,530					607,264		-		-		-		1,821,794
100,000 shares treasury stock repurchased at $0.20 per share	-		-					-		(20,000)		-		-		(20,000)
70,000 shares of treasury stock issued at $0.10 per share in exchange for services								(700)		7,700		-		-		7,000
200,000 shares of treasury stock issued at $0.08 per share in connection with acquisition of Kimberly Gold Mines, Inc.	-		-					(42,000)		64,000		-		-		22,000
Common stock issued at $0.10 per share in exchange for directors services	20,000		2,000					-		-		-		-		2,000
Common stock issued at $0.10 per share in exchange for services	4,000		400					-		-		-		-		400
Common stock issued at $0.10 per share in exchange for directors services	10,000		1,000					-		-		-		-		1,000
Reconciliation adjustment to common stock	2		-					-		-		-		-		-
Unrealized holding gain on investments	-		-					-		-		-		5,558		5,558
Net loss for twelve-month period ended September 30, 2009	-		-					-		-		(1,779,976)		-		(1,779,976)
	34,302,487		3,430,249					4,089,450		(252,653)		(1,541,035)		(11,214)		5,714,797

Common stock issued for cash at $0.10 per share	7,051,550		705,155					-		-		-		-		705,155
Common stock issued at $0.18 per share in exchange for services	5,000		500					400		-		-		-		900
Common stock issued to Board of Directors at $0.16 per share	1,250,000		125,000					75,000		-		-		-		200,000
Common stock issued in exchange for lease payment on mining property	50,000		5,000					4,000		-		-		-		9,000
Treasury stock issued in exchange for services at $0.18 per share	-		-					(20,300)		46,400		-		-		26,100
Unrealized holding loss on investments	-		-					-		-		-		(39,839)		(39,839)
Net loss for twelve-month period ended September 30, 2010	-		-					-		-		(1,042,489)		-		(1,042,489)
	42,659,037	$	4,265,904				$	4,148,550	$	(206,253)	$	(2,583,524)	$	(51,053)	$	5,573,624

Common stock issued for cash at $0.10 per share	260,000		26,000					-		-		-		-		26,000
Common stock issued for cash at $0.15 per share	7,556,667		755,666					377,834		-		-		-		1,133,500
Common stock issued at $0.10 per share in exchange for exploration services	136,000		13,600					-		-		-		-		13,600
Common stock issued at $0.10 per share in exchange for mineral property	100,000		10,000					-		-		-		-		10,000
Common stock issued at $0.10 per share in exchange for prepaid expenses	100,000		10,000					-		-		-		-		10,000
Common stock issued at $0.20 per share in exchange for services	266,000		26,600					26,600		-		-		-		53,200
Common stock issued at $0.10 per share in exchange for services	10,000		1,000					-		-		-		-		1,000
70,000 shares of treasury stock acquired at an average cost of $0.13 per share	-		-					-		(9,396)		-		-		(9,396)
40,000 shares of treasury stock sold for $5,694 with a cost basis of $0.11 per share	-		-					1,294		4,400		-		-		5,694
36,000 shares of treasury stock issued in exchange for services at $0.12 per share	-		-					685		4,355		-		-		5,040
Net annual changes in accumulated other comprehensive income (loss)	-		-					-		-		-		54,072		54,072
Net loss for twelve-month period ended September 30, 2011	-		-	-		-		-		-		(521,593)		-		(521,593)
	51,087,704		5,108,770	-		-		4,554,963		(206,894)		(3,105,117)		3,019		6,354,741

Common stock issued for cash at $0.12 per share	295,000		29,500	-		-		6,725		-		-		-		36,225
Common stock issued in exchange for services at $0.16 per share	689,000		68,900	-		-		42,350		-		-		-		111,250
Common stock issued for cash at $0.12 per share	1,010,000		101,000	-		-		21,700		-		-		-		122,700
Common stock issued for services at $0.10 per share	140,000		14,000	-		-		-		-		-		-		14,000
Common stock issuable for mineral property at $0.10 per share	-		-	666,667		66,667		-		-		-		-		66,667
Net annual changes in accumulated other comprehensive income (loss)	-		-	-		-		-		-		-		4,773		4,773
Net loss for year ended September 30, 2012	-		-	-		-		-		-		(1,820,638)		-		(1,820,638)
	53,221,704	$	5,322,170	666,667	$	66,667	$	4,625,738	$	(206,894)	$	(4,925,755)	$	7,792	$	4,889,718

31The accompanying notes are an integral part of these consolidated financial statements.

~~See “Note 5. Property, Plant and Equipment” to our consolidated financial statements for further details.~~-33-

~~Notes Receivable~~Index to Financials

OnSHOSHONE ~~September~~SILVER/GOLD ~~30,~~MINING 2011, we had a long-term note receivable, net of discount, of $1,614,841 compared with $1,537,944 at September 30, 2010. The increase related entirely to the amortization of the discount into interest income.COMPANY

~~See~~(an ~~“Note~~Exploration 7.Stage ~~Notes Receivable” to our consolidated financial statements for further details.~~Company)

~~Investments~~CONSOLIDATED STATEMENTS OF CASH FLOWS

Our investment portfolio at September 30, 2011, was $18,669, a decrease of $113,761 from the September 30, 2010, balance of $132,430. This decrease was primarily due to the sale of 943,299 shares of common stock and 1,195 ounces of silver during fiscal 2011.

								Period from
								January 1, 2000
								(beginning of
				Fiscal Year Ended				exploration stage)
				September 30,				to September 30,
				2012		2011		2012

CASH FLOWS FROM OPERATING ACTIVITIES
	Net loss		$	(1,820,638)	$	(521,593)	$	(3,258,273)
	Adjustments to reconcile net income (loss) to net cash used by operations:
		Adjustment to balance of note receivable		-		-		(766)
		Amortization of note receivable discount		(80,407)		(76,897)		(329,885)
		Available-for-sale securities issued in exchange for services		-		-		135,140
		Available-for-sale securities issued in exchange for services or rent		1,200		-		4,760
		Bad debt expense		-		-		9,624
		Cancellation of debt income		-		-		(69,418)
		Common stock issued for mining and exploration expenses		-		13,600		308,100
		Common stock issued for services		125,250		54,200		583,936
		Common stock issued in settlement of agreement with former CEO		-		-		20,000
		Depreciation and amortization expense		169,643		193,216		1,028,155
		Discount given on early payment on note receivable		-		-		50,000
		Gain on sale of fixed asset				(10,914)		(28,114)
		Gain on settlement of note receivable		-		-		(64,206)
		Impairment of mining expenses		-		-		413,000
		Loss on abandonment of investment		200,000		-		220,000
		Loss recognized on impairment of assets		700,000		-		849,279
		Net gain on sale of lode claim		-		(100,000)		(468,907)
		Net gain on sale of Mexican mining concession		-		-		(4,363,353)
		Net loss (gain) on sale of investments		(3,588)		4,551		(1,132,506)
		Treasury stock issued for services		-		5,040		58,460
		Unrealized holding loss on marketable securities		-		-		380,827
	Changes in assets and liabilities
		Change in accounts payable		(31,366)		(199,760)		(69,457)
		Change in accrued interest receivable		-		-		(20,255)
		Change in accrued liabilities		97,532		(7,602)		98,968
		Change in deposits and prepaids		2,780		(41,280)		(17,252)
		Change in other current assets		-		-		(14,443)
		Change in stock to issue		-		-		230,680
		Change in supplies inventory		1,777		180		12,732
		Net cash used in operating activities		(637,817)		(687,259)		(5,433,174)

CASH FLOWS FROM INVESTING ACTIVITIES
		Advances on notes receivable		-		-		(111,022)
		Advances to related party		-		-		(395,000)
		Issuance of note receivable from related party		-		-		(243,000)
		Payments received on notes receivable		-		-		582,846
		Payments received on notes receivable from related party		-		-		332,498
		Proceeds from sale of fixed assets		501		800		18,501
		Proceeds from sale of investments		4,619		163,282		4,795,386
		Proceeds from sale of lode claim		-		275,000		463,907
		Proceeds from sale of Mexican mining concession		-		-		2,497,990
		Proceeds from short-term loans		-		-		160,760
		Purchase of fixed assets		(1,092)		(16,767)		(1,098,341)
		Purchase of mineral and mining properties		(121,000)		-		(197,472)
		Purchases of investments		(200,000)		-		(4,259,939)
		Net cash provided by investing activities		(316,972)		422,315		2,547,114

~~See~~The ~~“Note~~accompanying ~~8: Investments”~~notes toare ~~our~~an ~~consolidated financial~~integral ~~statements~~part ~~for~~of ~~further~~these ~~details~~consolidated financial statements.

~~Accounts Payable~~ -34-

~~Our~~Index accounts payable were $53,155 at September 30, 2011, a decrease of $189,760 from the September 30, 2010, balance of $242,915. The balance at the end of fiscal 2010 was comprised almost entirely of a payable related to ~~exploratory work being conducted at our Rescue Mine which was paid during fiscal 2011.~~Financials

~~Stockholders’~~SHOSHONE ~~Equity~~SILVER/GOLD MINING COMPANY

~~Our total stockholders’ equity was $6,354,741 at September 30, 2011,~~ (an ~~increase~~Exploration ofStage $781,117 from $5,573,624 at September 30, 2010. This increase was primarily due to the issuance of 7,816,667 shares of our common stock for net proceeds of $1,159,500. Partially offsetting this negative impact was a net loss of $522,993 incurred during fiscal 2011. Company)

~~See~~CONSOLIDATED ~~“Note~~STATEMENTS 9:OF ~~Common~~CASH ~~Stock”~~FLOWS ~~to our consolidated financial statements for further details.~~ (continued)

Liquidity and Capital Resources

				Period from
				January 1, 2000
				(beginning of
		Fiscal Year Ended		exploration stage)
		September 30,		to September 30,
		2012	2011	2012

CASH FLOWS FROM FINANCING ACTIVITIES
	Common shares repurchased for treasury	-	(9,396)	(50,616)
	Net proceeds from sale of common stock	158,925	1,159,500	3,266,150
	Note payable - Beggs	125,000	-	125,000
	Net proceeds from sale of treasury stock	-	5,694	5,694

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